-----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, WBrOu4l+KpqkpspjxE4KlmSRWlZo9WPtZB1u6POk214NKGCDHu7mTSnDm3I3nHpd axus/TgeQHGRH88iBXpwtg== 0000893877-00-000124.txt : 20000223 0000893877-00-000124.hdr.sgml : 20000223 ACCESSION NUMBER: 0000893877-00-000124 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-10548 FILM NUMBER: 550655 BUSINESS ADDRESS: STREET 1: 14200 SW KARL DRIVE CITY: BEAVERTON STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 14200 SW KARL DRIVE CITY: BEAVERTON STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 SC TO-I/A 1 SCHEDULE TO, AMENDMENT NO. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE TO TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) (Amendment No. 1) ---------------------- TEKTRONIX, INC. (Name of Issuer) TEKTRONIX, INC. (ISSUER) (Name of Filing Person (identifying status as offeror, issuer or other person)) Common Stock, Without Par Value (Title of Class of Securities) 879131100 (CUSIP Number of Class of Securities) James F. Dalton Vice President and General Counsel Tektronix, Inc. 14200 SW Karl Braun Dr. P.O. Box 500 Beaverton, OR 97077 (503) 627-7111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person) Copy to: Margaret Hill Noto Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204-1268 (503) 224-3380 CALCULATION OF FILING FEE Transaction Amount of Valuation: $350,000,000* Filing Fee: $70,000** - -------------- * Assumes purchase of 7,954,545 shares at $44 per share. ** Previously paid. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $70,000 Filing Party: Tektronix, Inc. Form or Registration No.: Schedule TO, Date Filed: January 26, 2000 Registration No. 005-10548 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] Third-party tender offer subject to Rule 14d-1. [X] Issuer tender offer subject to Rule 13e-4. [ ] Going-private transaction subject to Rule 13e-3. [ ] Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") dated January 26, 2000 filed by Tektronix, Inc., an Oregon corporation (the "Company"), relating to the offer by the Company to purchase up to 7,954,545 shares (or such lesser number of shares as are properly tendered) of its Common Stock, without par value (including the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as of August 16, 1990 between the Company and ChaseMellon Shareholder Services, L.L.C., as the Rights Agent), at prices not in excess of $44 nor less than $39 per share, net to the seller in cash, without interest thereon, as specified by shareholders tendering their shares, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 26, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), and is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Offer to Purchase. All information in the Offer to Purchase filed as Exhibit (a)(1)(A) is incorporated by reference in answer to all of the items in the Schedule TO except those items as to which information is specifically provided herein. Item 4. Terms of the Transaction. Relational Investors, LLC and other entities controlled by Ralph V. Whitworth, recently informed the Company that, in light of the current market price of the Company's common stock and other considerations, they have reconsidered their intention to tender Shares pursuant to the Offer and will not decide whether to tender all, a portion, or any of the 4,678,000 Shares held by them pursuant to the Offer until shortly before the expiration of the Offer. On February 18, 2000, the Company issued a press release announcing the matters described above, a copy of which is filed as Exhibit (a)(1)(J) hereto. Item 12. Exhibits. Exhibit Number Description - ------- ----------- (a)(1)(J) Press Release dated February 18, 2000 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 22, 2000 TEKTRONIX, INC. By COLIN SLADE ---------------------------------- Colin Slade Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- (a)(1)(J) Press Release dated February 18, 2000 EX-99.(A)(1)(J) 2 PRESS RELEASE For Immediate Release Media Contact: Heather Wyse Analyst Contact: Colin Slade 503/627-1121 503/627-3749 Tektronix Announces Dutch Auction Tender Offer Update BEAVERTON, Ore., Feb 18, 2000 - On January 26, 2000, Tektronix, Inc. (NYSE:TEK) made an offer to its shareholders to purchase shares of Tektronix stock in accordance with an Offer to Purchase. The Offer to Purchase indicated that Relational Investors, LLC and other entities controlled by Ralph V. Whitworth, a director of Tektronix, had informed Tektronix that they intended to tender all of their 4,678,000 shares in the tender offer. Relational Investors recently informed Tektronix that, in light of the current stock price and other considerations, it has not decided whether to tender all, a portion, or any of its shares in the offering and that it will not make a decision until shortly before the expiration of the tender offer. The tender offer is scheduled to expire on February 23, 2000. About Tektronix Tektronix, Inc., is a test, measurement, and monitoring company providing measurement solutions to industries including semiconductors, computers, and telecommunications. With over 50 years of experience, Tektronix enables its customers to design, deploy and manage next generation global communications networks and Internet technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 25 countries worldwide. ### -----END PRIVACY-ENHANCED MESSAGE-----