-----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, Kix1OHkD1BkOh0GK+Dy/0JpyNjBDqRxVka939XiXSpVdtuzzE64nkgbTfFyt38NK XoZ4J4wkkZ9lVxrMMST16A== 0000950152-98-009125.txt : 19981119 0000950152-98-009125.hdr.sgml : 19981119 ACCESSION NUMBER: 0000950152-98-009125 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981118 SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-37166 FILM NUMBER: 98754719 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 SC 13E4/A 1 KEITHLEY INSTRUMENTS--SCHEDULE 13E4/AMENDMENT #1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 1) KEITHLEY INSTRUMENTS, INC. (NAME OF ISSUER) KEITHLEY INSTRUMENTS, INC. (NAME OF PERSON FILING STATEMENT) COMMON SHARES, WITHOUT PAR VALUE (TITLE OF CLASS OF SECURITIES) 487584104 (CUSIP NUMBER OF CLASS OF SECURITIES) JOSEPH P. KEITHLEY PRESIDENT AND CHIEF EXECUTIVE OFFICER KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD, SOLON, OHIO 44139 (440) 248-0400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) WITH A COPY TO: JOHN M. GHERLEIN BAKER & HOSTETLER LLP 3200 NATIONAL CITY CENTER 1900 EAST 9TH STREET CLEVELAND, OHIO 44114-3485 (216) 621-0200 NOVEMBER 11, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) 2 This Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule") relates to the offer by Keithley Instruments, Inc., an Ohio corporation (the "Company"), to purchase up to 2,000,000 (or such lesser number as are properly tendered) of its common shares, without par value (the "Shares"), at prices not greater than $7.00 per Share and not less than $5.75 per Share, net to the seller in cash, without interest thereon, as specified by the shareholders tendering their Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 11, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (the Offer to Purchase and the Letter of Transmittal, collectively, as amended or supplemented from time to time, the "Offer"), and is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 13e-4 is hereby amended and supplemented to add Exhibit (a)(11). (a)(1) Offer to Purchase* (a)(2) Letter of Transmittal* (a)(3) Notice of Guaranteed Delivery* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(6) Letter to Participants in the Keithley Instruments, Inc. 1993 Employee Stock Purchase Plan* (a)(7) Letter to Shareholders from Joseph P. Keithley, President and Chief Executive Officer of the Company, dated as of November 11, 1998.* (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(9) Summary Advertisement dated as of November 12, 1998.* (a)(10) Press Release dated as of November 11, 1998.* (a)(11) Letter to Participants in the Keithley Instruments, Inc. Dividend Reinvestment Plan. (b)(1) Credit Agreement dated as of May 31, 1994, by and among the Company and certain borrowing subsidiaries, and the banks named therein and NBD Bank, as agent.** (b)(2) First Amendment dated as of March 28, 1997, to the Credit Agreement dated as of May 31, 1994.*** (c) Not applicable (d) Not applicable (e) Not applicable (f) Not applicable * Previously filed ** Incorporated by reference herein from Exhibit 10(u) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994 (File No. 1-9965) ***Incorporated by reference herein from Exhibit 10(y) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 (File No. 1-9965)
4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct. Dated as of: November 18, 1998 KEITHLEY INSTRUMENTS, INC. By: /s/ Joseph P. Keithley -------------------------------------- Name: Joseph P. Keithley Title: President and Chief Executive Officer EX-11.A 2 EXHIBIT 11(A) 1 Exhibit (a)(11) -------------------------------------------------------------------------- KEITHLEY LOGO KEITHLEY INSTRUMENTS, INC. 28775 Aurora Road Solon, Ohio 44139 (440) 248-0400 Fax (440) 248-6168
November 18, 1998 To Participants in the Keithley Instruments, Inc. Dividend Reinvestment Plan: Keithley Instruments, Inc. (the "Company") is offering to purchase up to 2,000,000 of its common shares, without par value (the "Shares"), from existing shareholders, including participants in the Company's Dividend Reinvestment Plan (the "Plan"). The purchase price will not be in excess of $7.00 nor less than $5.75 per Share. The Company is conducting the offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the price within the range of $5.75 to $7.00 at which you are willing to sell your Shares to the Company. The actual purchase price will be determined by the Company in accordance with the terms of the offer. The offer represents approximately 40.0% of the currently outstanding Shares. Any participant in the Plan whose Shares are properly tendered directly to First Chicago Trust Company of New York, the Depositary for the offer, and purchased pursuant to the offer will receive the net purchase price in cash, without interest, and will not incur the usual transaction costs associated with open market sales. Participants in the Plan who own fewer than 100 shares should note that the offer represents an opportunity for them to sell some or all of their shares without having to pay brokerage commissions or odd lot discounts. The terms and conditions of the offer are explained in detail in the Offer to Purchase and the related Letter of Transmittal that were provided to you earlier. I encourage you to read these materials carefully before making any decision with respect to the offer. To tender Shares held in the Plan, please follow the instructions in the materials previously provided to you, but on the first page of the Letter of Transmittal under the heading "Share Certificate Number" write the letters "DRP," indicate the number of Shares held in the Plan and indicate the number of Shares held in the Plan that you wish to tender. Neither the Company nor the Board of Directors of the Company makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares. Each shareholder must make the decision whether to tender such shareholder's Shares and, if so, how many Shares to tender and the price or prices at which such Shares should be tendered. The Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the offer. The offer commenced on November 11, 1998. The offer will expire at 12:00 Midnight, New York City time, on Thursday, December 10, 1998, unless extended by the Company. If you have any questions regarding the offer or need assistance in tendering your Shares or need additional copies of any of the materials pertaining to the Offer, please contact MacKenzie Partners, Inc., the Information Agent for the offer, at (800) 322-2885, or Credit Suisse First Boston Corporation, the Dealer Manager for the offer, at (800) 646-4543. Sincerely, /s/ Joseph P. Keithley Joseph P. Keithley President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----