-----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, IqJI71Qt2ktk+wTkovbGtMiYCEP2ztMdJSykNu69sOJ7RSULSD0nKt3l1Nq7DmR8 EXO2G2coLuAvxAKlyHK16Q== 0000950152-99-005676.txt : 19990630 0000950152-99-005676.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950152-99-005676 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99655019 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 11-K 1 KEITHLEY INSTRUMENTS, INC. 11-K 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, 1998 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, 1998 and 1997 2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the year ended December 31, 1998 3 Notes to financial statements 4-10 Supplemental schedules: Schedule of assets held for investment purposes at December 31, 1998 Schedule I Schedule of reportable transactions for the year ended December 31, 1998 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 --------------------------------- June 11, 1999 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 (the "Plan") at December 31, 1998 and 1997, and the changes in net assets available for plan benefits for the year ended December 31, 1998 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 supplemental schedules of the Schedule of Assets held for Investment Purposes and the Schedule of Reportable Transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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. The supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules 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. /s/ PricewaterhouseCoopers LLP 4
KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION -------------------------------------------------------------------------- Participant Directed ------------------------------------------------------------------------------------------------------ Schwab Schwab U.S. Invesco Twentieth Twentieth Stable Treasury Fidelity Total Aim Century Fidelity Century MaGIC Value Money Market Puritan Return Charter Select Magellan Growth Fund Fund Fund Fund Fund Fund Fund Fund Fund ----- ------ ------------ -------- ------- ------- ---------- -------- --------- Investment balance - $ - $5,329,028 $ - $ - $2,427,358 $4,108,685 $4,533,679 $4,195,673 $3,411,401 December 31, 1998 Receivables Employer - 12,459 - - 10,065 9,466 7,898 15,490 7,180 Participants - 18,019 - - 14,887 14,550 12,293 17,634 11,630 Loans to participants - - - - - - - - - --- ---------- --- --- ---------- ---------- ---------- ---------- ---------- Net assets available for Plan benefits - December 31, 1998 $ - $5,359,506 $ - $ - $2,452,310 $4,132,701 $4,553,870 $4,228,797 $3,430,211 === ========== === === ========== ========== ========== ========== ========== Participant Directed ------------------------------------------------------------------------------- T. Rowe T. Rowe Vanguard UMA FMA Personal Price Price Index Pioneer Small Choice Science & New Scudder Extended Capital Company Retirement Technology Horizons Global Market Growth A Portfolio Account Loan Fund Fund Fund Fund Fund Fund Fund Fund Cash Total ---------- -------- ------- --------- -------- --------- ---------- ---- ---- ----- Investment balance - December 31, 1998 $1,752,302 $871,741 $768,092 $655,134 $ - $315,368 $599,538 $ - $2,969 $28,970,968 Receivables Employer 8,427 4,055 2,881 3,180 - 2,661 2,024 - - 85,786 Participants 12,434 6,790 5,257 5,028 - 5,302 713 - - 124,537 Loans to participants - - - - - - - 267,478 - 267,478 ---------- -------- ------- -------- --- -------- -------- -------- ------ ----------- Net assets available for Plan benefits - December 31, 1998 $1,773,163 $882,586 $776,230 $663,342 $ - $323,331 $602,275 $267,478 $2,969 $29,448,769 ========== ======== ======== ======== === ======== ======== ======== ====== =========== Participant Directed ------------------------------------------------------------------------------------------------------ Schwab Schwab U.S. Invesco Twentieth Twentieth Stable Treasury Fidelity Total Aim Century Fidelity Century MaGIC Value Money Market Puritan Return Charter Select Magellan Growth Fund Fund Fund Fund Fund Fund Fund Fund Fund ----- ------ ------------ -------- ------- ------- ---------- -------- --------- Investment balance - $4,701,890 $ - $577,401 $2,335,134 $ - $3,519,323 $3,464,050 $2,820,848 $2,357,923 December 31, 1997 Receivables Employer - 3,269 682 3,335 - 3,516 2,439 3,487 2,447 Participants - 17,971 3,449 18,367 - 19,568 13,044 17,977 12,896 Loans to participants - - - - - - - - - ---------- ------- -------- ---------- --- ---------- ---------- ---------- ---------- Net assets available for Plan benefits - December 31, 1997 $4,701,890 $21,240 $581,532 $2,356,836 $ - $3,542,407 $3,479,533 $2,842,312 $2,373,266 ========== ======= ======== ========== === ========== ========== ========== ========== Participant Directed ------------------------------------------------------------------------------- T. Rowe T. Rowe Vanguard UMA FMA Personal Price Price Index Pioneer Small Choice Science & New Scudder Extended Capital Company Retirement Technology Horizons Global Market Growth A Portfolio Account Loan Fund Fund Fund Fund Fund Fund Fund Fund Cash Total ---------- -------- ------- --------- -------- --------- ---------- ---- ---- ----- Investment balance - December 31, 1997 $1,035,580 $869,920 $725,157 $665,302 $371,147 $ - $336,121 $ - $ - $23,779,796 Receivables Employer 3,214 1,758 1,028 1,071 1,164 - - - - 27,410 Participants 17,700 10,050 5,614 5,633 6,900 - - - - 149,169 Loans to participants - - - - - - - 168,509 - 168,509 ---------- -------- ------- -------- -------- --- -------- ------- --- ----------- Net assets available for Plan benefits - December 31, 1997 $1,056,494 $881,728 $731,799 $672,006 $379,211 $ - $336,121 $168,509 $ - $24,124,884 ========== ======== ======== ======== ======== === ======== ======== === ===========
The accompanying notes are an integral part of these financial statements. 5
KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION ------------------------------------------------------------------------------------- Participant Directed ---------------------------------------------------------------------------------------------------------- Schwab Schwab U.S. Invesco Twentieth Twentieth Stable Treasury Fidelity Total Aim Century Fidelity Century MaGIC Value Money Market Puritan Return Charter Select Magellan Growth Fund Fund Fund Fund Fund Fund Fund Fund Fund ----- ------ ------------ -------- ------- ------- ---------- -------- --------- Net assets available for Plan benefits - December 31, 1997 $4,701,890 $ 21,240 $581,532 $2,356,836 $ - $3,542,407 $3,479,533 $2,842,312 $2,373,266 Contributions Employer - 58,347 8,090 26,454 19,540 44,290 35,830 57,448 29,919 Participants - 230,486 43,244 165,206 82,102 214,516 163,622 288,736 141,811 Loan activity, net 1 (37,198) 83 (1,971) 1,300 (14,612) (14,935) (10,525) 5,353 Net appreciation (depreciation) in fair value of investments 802 263,884 - 1,650 206,419 703,593 418,463 821,991 324,104 Interest - 15,774 - - - - - - Dividends and capital gains - - 39,824 79,462 174,480 782,158 188,080 550,239 Asset-based fees (5,244) (625) (2,861) - (4,362) (4,462) (4,246) (3,146) Distributions and withdrawals (484,934) (97,471) (87,535) (172,598) (253,971) (394,713) (254,244) (155,066) Transfers between funds (4,702,693) 5,312,925 (550,627) (2,497,603) 2,236,085 (273,640) 88,374 299,245 163,731 ---------- ---------- --------- ---------- --------- ---------- ---------- ---------- ---------- Net assets available for Plan benefits - December 31, 1998 $ - $5,359,506 $ - $ - $2,452,310 $4,132,701 $4,553,870 $4,228,797 $3,430,211 ========== ========== ========= ========= ========== ========== ========== ========== ========== Participant Directed ---------------------------------------------------------------------------------- T. Rowe T. Rowe Vanguard UMA FMA Personal Price Price Index Pioneer Small Choice Science & New Scudder Extended Capital Company Retirement Technology Horizons Global Market Growth A Portfolio Account Loan Fund Fund Fund Fund Fund Fund Fund Fund Cash Total ---------- -------- ------- --------- -------- --------- ---------- ---- ---- ----- Net assets available for Plan benefits - December 31, 1997 $1,056,494 $ 881,728 $731,799 $ 672,006 $ 379,211 $ - $336,121 $168,509 $ - $24,124,884 Contributions Employer 41,640 24,654 12,453 15,890 7,994 5,954 8,348 - - 396,851 Participants 231,106 143,534 66,806 79,669 50,100 25,836 29,422 - - 1,956,196 Loan activity, net 2,430 (4,930) 419 (1,468) (6,709) 402 169 101,141 - 18,950 Net appreciation (depreciation) in fair value of investments 446,499 (12,540) (2,525) (6,451) (52,605) 36,324 15,936 - - 3,165,544 Interest - - - - - - - - - 15,774 Dividends and capital gains 43,571 46,257 76,406 53,206 - 988 - - - 2,034,671 Asset-based fees (1,517) (1,090) (904) (792) (501) - (590) - - (30,340) Distributions and withdrawals (61,863) (68,464) (105,791) (41,476) (34,133) (19,330) - (2,172) - (2,233,761) Transfers between funds 14,803 (126,563) (2,433) (107,242) (343,357) 273,157 212,869 - 2,969 - ---------- --------- --------- --------- --------- -------- -------- -------- ------ ----------- Net assets available for Plan benefits - December 31, 1998 $1,773,163 $ 882,586 $ 776,230 $ 663,342 $ - $323,331 $602,275 $267,478 $2,969 $29,448,769 ========== ========= ========= ========= ========= ======== ======== ======== ====== ===========
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 appointed three individuals to act as trustee of the Plan. Subsequent to December 31, 1998, the Board of Directors appointed Schwab Retirement Services, Inc. (Schwab) to act as trustee of the Plan. Schwab acts as custodian 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. 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 1998 and 1997, the Company's match was $.30 and $.25 on each dollar contributed by participants up to six percent of a participant's compensation, respectively. 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 7 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 Account). Forfeitures of terminated participants' nonvested account balances are used to reduce future employer contributions. Net assets available for Plan benefits of $13,445 and $5,079 were not allocated to participants' accounts at December 31, 1998 and 1997, respectively, due to forfeitures during each Plan year. 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, 1998 and 1997, bear interest rates ranging from 8-11 percent per annum. All loan activity, net loans as well as repayments, are reflected in the statement of changes in net assets available for plan benefits as Loan activity, net. 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 net assets available for Plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for Plan benefits 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. The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. ADMINISTRATIVE EXPENSES Participation fees are paid by the Company. Asset-based fees are paid by the participants. NOTE 3 - INVESTMENTS: - -------------------- During 1998, 15 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: 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. At December 31, 1998, there were approximately 375 participants invested in this fund. 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. During 1998, this fund was closed and the assets were transferred to the Schwab Stable Value Fund. 9 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. During 1998, this fund was closed and the assets were transferred to the Invesco Total Return Fund. INVESCO TOTAL RETURN FUND - This fund invests in a combination of equities and investment-grade fixed-income securities and seeks capital appreciation and current income. The fund maintains at least 30% of its assets in equities, and at least 30% in fixed and variable rate debt securities. The fund may invest up to 25% of assets in foreign securities. At December 31, 1998, there were approximately 250 participants invested in this fund. 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. It may invest up to 10% of assets in American depositary receipts, and another 10% in direct foreign securities. At December 31, 1998, there were approximately 325 participants invested in this fund. TWENTIETH CENTURY SELECT FUND - This fund normally invests at least 80% of assets in dividend-paying common stocks; however, these securities are chosen primarily for their growth potential. The fund intends to remain fully invested in stocks, regardless of the movement of stock prices generally. This fund may also invest without limit in foreign securities, including American depositary receipts. At December 31, 1998, there were approximately 275 participants invested in this fund. 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. At December 31, 1998, there were approximately 325 participants invested in this fund. TWENTIETH CENTURY GROWTH FUND - This fund normally invests substantially all assets in equity securities of large, established companies that meet its standards of earnings and revenue growth. However, it may hold up to 10% of assets in cash. The fund may only purchase securities of companies with at least three years of operations, and may invest in foreign securities without limit, including American depositary receipts. At December 31, 1998, there were approximately 275 participants invested in this fund. 10 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. These holdings may include both new and established companies. At December 31, 1998, there were approximately 250 participants invested in this fund. T. ROWE PRICE NEW HORIZONS FUND - This fund invests primarily in common stocks of small, rapidly growing companies. Management concentrates on companies that may offer accelerating earnings growth because of new management, new products, or structural changes in the economy. The fund may invest up to 10% of assets in foreign securities, including American depositary receipts. At December 31, 1998, there were approximately 175 participants invested in this fund. 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. At December 31, 1998, there were approximately 150 participants invested in this fund. 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 more than 5,000 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. At December 31, 1998, there were approximately 125 participants invested in this fund. 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. During 1998 this fund was closed and the assets were transferred to the UAM FMA Small Company Portfolio Fund. UAM FMA SMALL COMPANY PORTFOLIO FUND - This fund invests at least 65% of assets in common stocks issued by U.S. companies with market capitalizations of $50 million to $1 billion. When selecting securities, the advisor looks for companies with low P/E ratios, strong cash flows, good credit lines, and improving balance sheets. The fund may invest up to 10% of assets in foreign securities. At December 31, 1998, there were approximately 100 participants invested in this fund. 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 1,200 mutual funds, bonds and other fixed-income investments, and money market funds. At December 31, 1998, there were approximately 10 participants invested in this fund. 11 Included in the caption Net appreciation (depreciation) in fair value of investments are the following realized gains and losses. Aggregate Aggregate Realized Fund Proceeds Cost Gain/(Loss) - ---- -------- ---- ----------- MaGIC Fund $ 4,702,680 $ 4,701,876 $ 804 Schwab Stable Value 1,255,937 1,221,745 34,192 Schwab U.S. Treasury 1,044,064 1,044,064 - Fidelity Puritan 2,722,727 2,698,480 24,247 Invesco Total Return 308,083 294,868 13,215 Aim Charter 655,170 615,799 39,371 Twentieth Century Select 620,151 552,199 67,952 Fidelity Magellan 509,871 485,501 24,370 Twentieth Century Growth 433,547 384,895 48,652 T. Rowe Price Science and Technology 253,749 242,076 11,673 T. Rowe Price New Horizons 273,293 292,360 (19,067) Scudder Global 278,941 271,846 7,095 Vanguard Index Extended Market 208,318 212,848 (4,530) Pioneer Capital Growth A 475,416 520,233 (44,817) UAM FMA Small Company Portfolio 103,893 103,840 53 Personal Choice Retirement Account 849,115 849,115 - ------------ ------------ ---------- $ 14,694,955 $ 14,491,745 $ 203,210 ============ ============ ========== Cost is determined using the revalued cost method. The total change in unrealized appreciation (depreciation) (excludes realized gains and losses) for the year ended December 31, 1998 is as follows: December 31, Fund 1998 1997 Change - ---- ---- ---- ------ MaGIC Fund $ - $ 2 $ (2) Schwab Stable Value 239,438 9,746 229,692 Schwab U.S. Treasury - - - Fidelity Puritan - 22,597 (22,597) Invesco Total Return 193,830 626 193,204 Aim Charter 1,198,120 533,898 664,222 Twentieth Century Select 412,842 62,331 350,511 Fidelity Magellan 1,144,985 347,364 797,621 Twentieth Century Growth 494,844 219,392 275,452 T. Rowe Price Science and Technology 344,656 (90,170) 434,826 T. Rowe Price New Horizons 38,585 32,058 6,527 Scudder Global 11,047 20,667 (9,620) Vanguard Index Extended Market 70,973 72,894 (1,921) Pioneer Capital Growth A - 7,788 (7,788) UAM FMA Small Company Portfolio 36,209 (62) 36,271 Personal Choice Retirement Account 108 (15,828) 15,936 ----------- ----------- ----------- $ 4,185,637 $ 1,223,303 $ 2,962,334 =========== =========== =========== 12 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 (IRC). The Plan has been amended since receiving the determination letter. However, the Plan's administrator and the Plan's tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 13
Schedule I Page 1 of 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 ------------------------------------------------------------------------------- (a) (b) Identity of Issue (c) Number of Shares/Units (d) Cost (e) Current Value - ------------------------- -------------------------- -------- ----------------- Cash 2,969 2,969 * Schwab Stable Value Fund 463,132 5,089,590 5,329,028 Invesco Total Return Fund 77,403 2,233,527 2,427,358 Aim Charter Fund 275,566 2,910,565 4,108,685 Twentieth Century Select Fund 95,667 4,038,835 4,533,679 Fidelity Magellan Fund 34,727 3,050,688 4,195,673 Twentieth Century Growth Fund 125,604 2,998,558 3,411,401 T. Rowe Price Science & Technology Fund 46,517 1,407,646 1,752,302 T. Rowe Price New Horizons Fund 37,350 833,156 871,741 Scudder Global Fund 26,781 757,045 768,092 Vanguard Index Extended Market Fund 21,396 584,161 655,134 UAM FMA Small Company Portfolio Fund 20,373 279,159 315,368 Personal Choice Retirement Account: Cash and Equivalents 159,729 159,729 Common Stocks: Ascend Communications, Inc. 100 3,017 6,575 At Home Corp. Class A 200 4,938 14,850 Bank One Corp 810 37,780 41,360 Brush Wellman, Inc. 1,000 25,280 17,438 Charles Schwab Corp. 100 5,617 5,619 Cutter & Buck, Inc. 280 7,485 10,430 Cypress Semiconductor Corp. 150 1,335 1,247 Digital Microwave Corp. 200 2,230 1,369 EMC Corp. Massachusetts 40 2,805 3,400 Filenet Corp. 900 4,510 10,322 First Security. Corp. 750 17,842 17,531
14
Schedule I Page 2 of 2 KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 ------------------------------------------------------------------------------- (a) (b) Identity of Issue (c) Number of Shares/Units (d) Cost (e) Current Value - ------------------------- -------------------------- -------- ----------------- Home Depot, Inc. 100 3,676 6,129 IOMega Corp. 500 6,005 3,656 * Keithley Instruments, Inc. 24,618 220,393 224,638 Komag, Inc. 100 1,969 1,038 Kulicke & Soffa Industries, Inc. 100 2,036 1,775 Mattson Technology, Inc. 400 5,122 2,313 Newbridge Networks Corp. 70 1,430 2,126 PictureTel Corp. 525 6,345 3,478 Saville Systems PLC 700 8,924 13,300 Spyglass, Inc. 100 962 2,200 Transocean Offshore, Inc. 185 5,927 4,960 Vishay Intertechnology, Inc. 525 10,530 7,613 Zoltek Companies, Inc. 275 7,812 2,527 Zoom Telephonics, Inc. 200 1,734 800 ----------- ----------- Total Common Stocks 395,704 406,694 ----------- ----------- Mutual Fund: Midas Fund 21,930 32,626 33,115 ----------- ----------- Total Personal Choice Retirement Account 588,059 599,538 ----------- ----------- Participant Loans, interest rates from 8 to 11% per annum 267,478 267,478 ----------- ----------- $25,041,436 $29,238,446 =========== ===========
(*) Denotes an allowable party in interest. 15
Schedule II KEITHLEY INSTRUMENTS, INC. -------------------------- RETIREMENT SAVINGS TRUST AND PLAN --------------------------------- Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1998 Identity of party involved and Total Number Purchase Selling Historical cost of description of assets of Transactions Price price assets sold Gain - ------------------------------ --------------- --------- ------- ------------------- ---- Purchases: *Schwab Stable Value Fund 78 $6,320,075 -- -- -- Invesco Total Return Fund 24 $2,529,022 -- -- -- Twentieth Century Select Fund 63 $1,271,316 -- -- -- Sales: *MAGIC Fund Common collective trust 1 -- $4,702,681 $4,065,231 $637,450 *Schwab Stable Value Fund 86 -- $1,254,937 $1,230,484 $ 24,453 Fidelity Puritan Fund 78 -- $2,722,728 $2,439,086 $283,641
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. 16 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: June 28, 1999 /s/ Mark J. Plush ---------------------------------------------- Mark J. Plush Vice President and Chief Financial Officer Keithley Instruments, Inc. -----END PRIVACY-ENHANCED MESSAGE-----