-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWGw3y6fVlm6R3yQvwU1/BXoFsYCu7OpqJ3Ars+90LFsNVIxMyVzcWc70gYiwwjq zFEhSTZzmLnm8eOEcUyRfw== 0000950152-98-005948.txt : 19980720 0000950152-98-005948.hdr.sgml : 19980720 ACCESSION NUMBER: 0000950152-98-005948 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980714 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09965 FILM NUMBER: 98665669 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 11-K 1 KEITHLEY INSTRUMENTS, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. COMMISSION FILE NUMBER 1-9965 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON, OHIO 44139 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- AND SUPPLEMENTAL SCHEDULES -------------------------- PAGE ---- Report of independent accountants 1 Financial statements: Statement of Net Assets Available for Plan Benefits, with Fund Information as of December 31, 1997 and 1996 2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the year ended December 31, 1997 3 Notes to financial statements 4-8 Supplemental schedules: Schedule of assets held for investment at December 31, 1997 Schedule I Schedule of reportable transactions for the year ended December 31, 1997 Schedule II NOTE: Certain schedules required under the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as the conditions under which they are required are not present. 3 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- July 6, 1998 To the Participants and Administrator of the Keithley Instruments, Inc. Retirement Savings Trust and Plan In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and Plan at December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP 4
KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION Schwab U.S. Treasury Schwab Stable Money Market Fidelity Aim Magic Fund Value Fund Fund Puritan Fund Charter Fund ---------- ---------- ---------- ------------ ------------ Investment balance - $4,701,890 $ -- $ 577,401 $ 2,335,134 $3,519,323 December 31, 1997 Receivables Employer -- 3,269 682 3,335 3,516 Participants -- 17,971 3,449 18,367 19,568 Loans to participants -- -- -- - -- ---------- ---------- ---------- ----------- ---------- Net assets available for Plan $4,701,890 $ 21,240 $ 581,532 $ 2,356,836 $3,542,407 benefits - December 31, 1997 ========== ========== ========== =========== ========== Investment balance - $4,733,651 $ -- $ 333,146 $ 1,708,973 $2,620,402 December 31, 1996 Receivables Employer 6,636 -- 1,213 5,321 5,927 Participants 21,372 -- 2,245 18,516 22,313 Loans to participants -- -- -- - -- ---------- ---------- ---------- ---------- ---------- Net assets available for Plan $4,761,659 $ -- $ 336,604 $ 1,732,810 $2,648,642 benefits - December 31, 1996 ============ ========== ========== =========== ========== T. Rowe Price T. Rowe Twentieth Twentieth Science & Price New Century Fidelity Century Technology Horizons Scudder Select Fund Magellan Fund Growth Fund Fund Fund Global Fund ----------- ------------- ----------- ----------- ---------- ------------- Investment balance - $3,464,050 $2,820,848 $2,357,923 $1,035,580 $ 869,920 $ 725,157 December 31, 1997 Receivables Employer 2,439 3,487 2,447 3,214 1,758 1,028 Participants 13,044 17,977 12,896 17,700 10,050 5,614 Loans to participants -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for Plan benefits - December 31, 1997 $3,479,533 $2,842,312 $2,373,266 $1,056,494 $ 881,728 $ 731,799 ========== ========== ========== ========== ========== ========== Investment balance - December 31, 1996 $2,643,579 $2,218,430 $1,796,851 $ 838,417 $ 622,422 $ 555,878 Receivables Employer 3,242 6,770 3,381 5,095 4,159 1,768 Participants 14,743 24,345 14,955 19,196 13,484 7,093 Loans to participants -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for Plan benefits - December 31, 1996 $2,661,564 $2,249,545 $1,815,187 $ 862,708 $ 640,065 $ 564,739 ========== ========== ========== ========== ========== ========== Personal Vanguard Pioneer Choice Index Capital Retirement Extended Growth Account Market Fund A Fund Fund Cash Loan Fund Total ----------- ----------- ----------- ----------- ------------- ----------- Investment balance - December 31, 1997 $ 665,302 $ 371,147 $ 336,121 $ -- $ -- $23,779,796 Receivables Employer 1,071 1,164 -- -- -- 27,410 Participants 5,633 6,900 -- -- -- 149,169 Loans to participants -- -- -- -- 168,509 168,509 ------------ ----------- ----------- ----------- ----------- ----------- Net assets available for Plan benefits - December 31, 1997 $ 672,006 $ 379,211 $ 336,121 $ -- $ 168,509 $24,124,884 ============ =========== =========== =========== =========== =========== Investment balance - December 31, 1996 $ 491,168 $ 256,670 $ -- $ 5,996 $ -- $18,825,583 Receivables Employer 1,548 1,514 -- -- -- 46,574 Participants 4,737 6,998 -- (91) -- 169,906 Loans to participants -- -- -- -- 162,503 162,503 ------------ ----------- ----------- ----------- ----------- ----------- Net assets available for Plan benefits - December 31, 1996 $ 497,453 $ 265,182 $ -- $ 5,905 $ 162,503 $19,204,566 ============ =========== =========== =========== =========== =========== The accompanying notes are an integral part of these financial statements.
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KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION Schwab U.s. Treasury Schwab Stable Money Fidelity Aim Magic Fund Value Fund Market Fund Puritan Fund Charter Fund ---------- ------------- ----------- ------------ ------------ Net assets available for Plan $ 4,761,659 $ -- $ 336,604 $ 1,732,810 $ 2,648,642 benefits - January 1, 1997 -- -- -- -- -- Contributions Employer 39,248 3,269 7,237 42,908 43,869 Participants 261,843 17,805 42,144 272,110 252,627 Loan activity, net (4,276) 166 (38) 1,667 726 Net appreciation (depreciation) in fair value of investments 299,773 -- -- 220,774 304,829 Interest 271 -- 17,461 -- 419 Dividends -- -- -- 183,029 372,337 Asset-based fees (31,600) -- (665) (3,253) (5,033) Distributions and withdrawals (378,091) -- (58,118) (67,053) (185,826) Transfers between funds (246,937) -- 236,907 (26,156) 109,817 ----------- ----------- ----------- ----------- ----------- Net assets available for Plan $ 4,701,890 $ 21,240 $ 581,532 $ 2,356,836 $ 3,542,407 benefits - December 31, 1997 ============ ========= ========== ============ =========== T. Rowe Price T. Rowe Twentieth Fidelity Twentieth Science & Price New Century Magellan Century Technology Horizons Select Fund Fund Growth Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Net assets available for Plan benefits - January 1, 1997 $ 2,661,564 $ 2,249,545 $ 1,815,187 $ 862,708 $ 640,065 -- -- -- Contributions Employer 28,938 51,521 28,279 42,487 27,468 Participants 161,812 304,751 150,576 280,184 200,672 Loan activity, net 3,057 (3,680) (3,934) (5,176) 3,093 Net appreciation (depreciation) in fair value of investments 295,075 403,081 186,819 (95,056) 53,534 Interest -- -- 490 489 -- Dividends 549,114 179,099 343,772 98,353 21,113 Asset-based fees (4,918) (3,984) (3,473) (1,574) (1,160) Distributions and withdrawals (126,033) (111,480) (133,204) (31,739) (26,353) Transfers between funds (89,076) (226,541) (11,246) (94,182) (36,704) ------------ ----------- ----------- ----------- ----------- Net assets available for Plan $ 3,479,533 $ 2,842,312 $ 2,373,266 $ 1,056,494 $ 881,728 benefits - December 31, 1997 ============ =========== =========== =========== =========== Personal Vanguard Pioneer Choice Index Capital Retirement Scudder Extended Growth A Account Global Fund Market Fund Fund Fund Cash ------------ ------------ ------------ ------------ ------------ Net assets available for Plan benefits - January 1, 1997 $ 564,739 $ 497,453 $ 265,182 $ -- $ 5,905 Contributions Employer 12,147 12,537 14,259 925 -- Participants 71,975 76,027 92,460 4,294 -- Loan activity, net (3,538) 1,230 935 -- -- Net appreciation (depreciation) in fair value of investments (20,238) 83,605 13,105 (10,947) -- Interest -- -- -- -- -- Dividends 118,747 45,082 37,688 -- -- Asset-based fees (1,042) (886) (539) (400) -- Distributions and withdrawals (28,750) (107,102) (9,834) -- -- Transfers between funds 17,759 64,060 (34,045) 342,249 (5,905) ----------- ----------- -------------- ------------ ------------ Net assets available for Plan $ 731,799 $ 672,006 $ 379,211 $ 336,121 $ -- benefits - December 31, 1997 =========== =========== ============== ============ ============ Loan Fund Total ------------ ------------ Net assets available for Plan benefits - January 1, 1997 $ 162,503 $ 19,204,566 Contributions Employer -- 355,092 Participants -- 2,189,280 Loan activity, net 18,336 8,568 Net appreciation (depreciation) in fair value of investments -- 1,734,354 Interest -- 19,130 Dividends -- 1,948,334 Asset-based fees -- (58,527) Distributions and withdrawals (12,330) (1,275,913) Transfers between funds -- -- ------------ ------------ Net assets available for Plan $ 168,509 $ 24,124,884 benefits - December 31, 1997 ============ ============
The accompanying notes are an integral part of these financial statements. 6 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - PLAN DESCRIPTION: - -------------------------- The following description of the Keithley Instruments, Inc. Retirement Savings Trust and Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Participation ------------- The Plan is a defined contribution plan, established on January 1, 1988, covering all domestic employees of Keithley Instruments, Inc. and its participating subsidiaries (the "Company") who have attained age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration -------------- The Plan is administered by the Company (the "Administrator"). The administration of the Plan includes exercising all necessary powers as provided by the Plan to interpret and apply the Plan provisions. The Company is vested with the right to settle claims or debts and to defend any claims arising from the operation of the Plan. The Company's Board of Directors has appointed three individuals to act as trustee of the Plan. Schwab Retirement Services, Inc. (Schwab) and Key Trust Company of Ohio, N.A. act as custodians of the Plan. Contributions ------------- Participants may elect to contribute up to 15 percent of their compensation and have the option of contributing their profit sharing award, if any, on a before tax basis subject to certain limitations of the Plan. Effective January 1, 1996, it is the Company's policy to match at least $.25 of each dollar contributed, limited to six percent of a participant's compensation during the Plan year. Additionally, it is the Company's policy to match up to a maximum of $.50 of each dollar contributed, limited to six percent of a participant's compensation for the Plan year, based upon the Company's financial performance. For 1997 and 1996, the Company's match was $.25 on each dollar contributed by participants up to six percent of a participant's compensation. The Company has complete discretion to determine its matching contribution, if any, each year. Participant Accounts -------------------- Each participant has two separate accounts under each fund in which contributions have been invested on behalf of the participant. One account represents the participant's contributions and earnings thereon (Participant Account) and the other account represents the employer's contributions, made on behalf of the respective participant, and the earnings thereon (Employer 7 Account). Forfeitures of terminated participants' nonvested account balances are used to reduce future employer contributions. Net assets available for Plan benefits of $5,079 and $7,690 were not allocated to participants' accounts at December 31, 1997 and 1996, respectively. Vesting ------- Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting of the employer contributions starts after the first year and is based on years of service. A participant is 100 percent vested after three years of credited service. Payment Of Benefits ------------------- Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or installment payments. In the case of a severe financial hardship, the Administrator at its sole discretion, may direct distribution of all or a portion of a participant's account, subject to certain restrictions. Loans ----- In the case of a financial hardship as defined by the Plan, a participant may apply to the Administrator for a loan. The Administrator in accordance with a uniform nondiscriminatory policy, may direct the custodian to make a loan to a participant from their before-tax contribution account, subject to certain restrictions. Loans outstanding as of December 31, 1997 and 1996, bear interest rates ranging from 8-11 percent per annum. Termination Provisions ---------------------- The Company anticipates and believes that the Plan will continue indefinitely; however, the Company reserves the right to terminate the Plan at any time by an action of its Board of Directors. In the event of termination of the Plan, the assets then remaining will be allocated and distributed to participants in accordance with the terms and provisions of the Plan. Use Of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 8 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - ---------------------------------------------------- Contributions And Benefit Distributions --------------------------------------- Matching contributions from the Company are recognized during the period in which they are earned. Distributions are recognized during the period in which they are paid to a Plan participant. Investment Valuation And Income Recognition ------------------------------------------- All investment accounts are included in the financial statements at fair value determined by quoted market prices as reported to the Plan by Schwab. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized gains or losses on security transactions are recorded in an amount equal to the difference between net proceeds received and the revalued cost at the date of sale and are reflected in the Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information. Administrative Expenses ----------------------- Participation fees are paid by the Company. Asset-based fees are paid by the participants. NOTE 3 - INVESTMENTS: - --------------------- During 1997, 14 funds were available to participants for investment purposes. Schwab manages the distribution of assets among funds and provides recordkeeping services. Following is a description of each fund: MAGIC FUND - The objective of the Managed Guaranteed Investment Contract Fund (MaGIC) is to seek a reasonable level of income together with stability of principal. The fund is invested primarily in a diversified portfolio of insurance company funds and other investment contracts. Such transactions qualify as party in interest. The effective maturity of the fund will be five years or less. The average yield of the MaGIC Fund was 6.5% for the year ended December 31, 1997. Subsequent to December 31, 1997, the MaGIC Fund was closed and the assets were transferred to the Schwab Stable Value Fund. SCHWAB STABLE VALUE FUND - This fund invests primarily in insurance company guaranteed investment contracts and arrangements commonly known as synthetic investment contracts, and other investments which seek to maintain principal value, protect against market volatility, obtain consistent income return and provide reasonable liquidity. Such transactions qualify as party in interest. 9 SCHWAB U.S. TREASURY MONEY MARKET FUND - This fund invests solely in United States Treasury notes, bills and other direct obligations of the United States Treasury, backed by the "full faith and credit" of the United States Government. These investments have almost no risk to principal. Such transactions qualify as party in interest. FIDELITY PURITAN FUND - This fund invests in a diversified array of high-yielding securities; these may be common stocks, preferred stocks and/or bonds. Up to 35% of the fund's assets may be invested in lower-quality, higher-yielding assets. The fund may purchase foreign securities, zero-coupon bonds and indexed securities, and may engage in futures contracts, short sales and swap agreements. AIM CHARTER FUND - This fund invests a substantial portion of its assets in dividend-paying common stocks. No more than 10% of the fund's stocks may be in securities that are not currently paying dividends. The fund may invest in various short-term debt securities for liquidity or defensive purposes. Investment in foreign securities is limited to 10% of the fund's total assets. TWENTIETH CENTURY SELECT FUND - This fund generally invests in securities that pay cash dividends or interest, but the securities are chosen primarily for their growth potential. The fund intends to remain fully invested in stocks, regardless of the movement of stock prices. FIDELITY MAGELLAN FUND - This fund invests primarily in common stocks and convertible securities. Up to 20% of its assets may be invested in debt securities of all types and qualities. The fund invests in domestic and foreign companies. There is no limitation on total foreign investment, but no more than 40% of the fund's assets may be invested in companies operating exclusively in one foreign country. TWENTIETH CENTURY GROWTH FUND - This fund selects larger company common stocks on the basis of appreciation potential. The fund intends to remain fully invested in stocks at all times. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND - This fund normally invests at least 65% of assets in companies, both foreign and domestic, that seek to develop or use scientific and technological advances. Industries include computers and peripheral, software, electronics, pharmaceutical and medical devices, telecommunications, biotechnology, waste management, chemicals, synthetic materials, defense and aerospace. T. ROWE PRICE NEW HORIZONS FUND - This fund invests primarily in common stocks of small, rapidly growing companies that may benefit from advances in technology, the shift from manufacturing to services in the overall economy, or other such general trends. The fund may invest up to 10% of assets in securities primarily traded outside the United States. SCUDDER GLOBAL FUND - This fund invests in companies expected to benefit from global economic trends, promising technologies or specific country opportunities. It is expected that investments will be spread broadly around the world, including the United States, in companies of varying sizes. The fund generally invests in the equity securities of established companies listed on foreign securities exchanges. 10 VANGUARD INDEX EXTENDED MARKET FUND - This fund invests in a statistically selected sample of the stocks included in the Wilshire 4500 Index. This index consists of 4,500 primarily smaller to medium-sized common stocks traded on the NYSE, AMEX or listed on the NASDAQ. These stocks are not included in the S&P 500 Index. PIONEER CAPITAL GROWTH A FUND - This fund normally invests at least 80% of its assets in common stocks, and may invest in securities with common-stock characteristics, such as convertible bonds and preferred stocks. Securities selected for investment have an underlying value, or potential value that exceeds their current prices. Up to 25% of assets may be invested in foreign securities. PERSONAL CHOICE RETIREMENT ACCOUNT - This fund provides for self-directed investing whereby each participant may choose to invest in any stock listed on a major U.S. exchange, over 800 mutual funds, bonds and other fixed-income investments, and money market funds. NOTE 4 - FEDERAL INCOME TAX STATUS: - ----------------------------------- On February 13, 1996, the Internal Revenue Service advised that the Plan, as amended, is qualified and the trust thereunder is exempt from federal income tax pursuant to Section 401(a) of the Internal Revenue Code. 11
Schedule I Page 1 of 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997 ----------------------------------------------------------- IDentity of Issue Number of Shares/Units Historical Cost Market Value - ----------------- ---------------------- --------------- ------------ *MaGIC Fund 382,803 $ 4,065,244 $ 4,701,890 *Schwab U.S. Treasury Money Market Fund 577,401 577,401 577,401 Fidelity Puritan Fund 120,492 2,053,138 2,335,134 Aim Charter Fund 285,891 2,909,216 3,519,323 Twentieth Century Select Fund 81,335 3,316,212 3,464,050 Fidelity Magellan Fund 29,609 2,425,164 2,820,848 Twentieth Century Growth Fund 98,206 2,203,657 2,357,923 T. Rowe Price Science & Technology Fund 37,989 1,152,664 1,035,580 T. Rowe Price New Horizons Fund 37,336 824,664 869,920 Scudder Global Fund 25,642 707,982 725,157 Vanguard Index Extended Market Fund 21,636 576,892 665,302 Pioneer Capital Growth A Fund 17,682 362,715 371,147 Personal Choice Retirement Account: Cash and Equivalents 7,576 7,576 Common Stocks: At Home Corp. Class A 200 4,938 5,025 Cypress Semiconductor 150 1,335 1,256 DSI Toys, Inc. 200 936 375 Excel Communications, Inc. 426 8,187 6,177 IOMega Corp. 200 2,082 2,487 *Keithley Instruments, Inc. 26,188 234,632 227,509 Komag, Inc. 100 1,969 1,488 Lilly Eli & Company 125 8,430 8,703 Mattson Technology 400 5,122 2,800 Networks Associates, Inc. 125 4,276 6,609 Pairgain Technologies 250 4,574 4,844 PictureTel Corp. 525 6,345 3,413 Spyglass, Inc. 100 962 494
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Schedule I Page 2 of 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997 ----------------------------------------------------------- Number of Identity of Issue Shares/Units Historical Cost Market Value - ----------------- ------------ --------------- ------------ Xircom, Inc. 200 2,102 2,013 Zoom Telephonics, Inc. 200 1,734 1,350 ----------- ----------- Total Common Stocks 287,624 274,543 ----------- ----------- Mutual Funds: O'Shaughnessy Cornerston 1,515 22,118 17,318 Robertston Stephens Contrarian A 3,160 53,847 36,684 ----------- ----------- Total Mutual Funds 75,965 54,002 ----------- ----------- Total Personal Choice Retirement Account 371,165 336,121 ----------- ----------- Participant Loans, interest rates from 8 to 11% per annum 168,509 168,509 ----------- ----------- $21,714,623 $23,948,305 =========== =========== (*) Denotes an allowable party in interest.
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Schedule II KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------ Identity of party involved and Total Number Total Dollar Cost of description of assets of Transactions Amount of Sales assets sold Net Gain - ----------------------------------- --------------- --------------- ----------- -------- Sale: *MaGIC Fund Common collective trust 103 $1,281,720 $1,150,866 $130,854 Reportable transactions represent individual or series of transactions in excess of 5% of Plan assets as of the beginning of the Plan year. (*) Denotes an allowable party in interest.
14 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KEITHLEY INSTRUMENTS, INC. RETIREMENT SAVINGS TRUST AND PLAN (Name of Plan) Date: July 13, 1998 /s/ Mark J. Plush ----------------------------------------- Mark J. Plush Controller of Keithley Instruments, Inc. and Plan Trustee -----END PRIVACY-ENHANCED MESSAGE-----