-----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, RoKW30wH4TLWQX1GvCsNYNBRtz/rqzIUsv6MZfTfVwUWPd0q4YXQa7s+dvspSz4D wYegybM+b5fcMu6wv8aAkA== 0000893877-00-000130.txt : 20000307 0000893877-00-000130.hdr.sgml : 20000307 ACCESSION NUMBER: 0000893877-00-000130 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000301 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: 558759 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. 2 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. 2) ------------------------------- 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: [X] This Amendment No. 2 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 meanings 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 2. Subject Company Information. Item 2 of the Schedule TO is hereby supplemented and amended by adding the following: The Offer expired at 12:00 Midnight, New York City time, on February 23, 2000. The Company accepted a total of 107,394 Shares at a purchase price of $44.00 per Share. As of January 19, 2000, the Company had 47,473,770 Shares outstanding. Following the purchase of the Shares properly tendered in the Offer, the Company has approximately 47,491,542 Shares outstanding. Item 11. Additional Information. Item 11 of the Schedule TO is hereby supplemented and amended by adding the following: On February 24, 2000, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(l)(K) hereto and is incorporated herein by reference. On February 29, 2000, the Company issued a press release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(l)(L) hereto and is incorporated herein by reference. Item 12. Exhibits. Exhibit Number Description - ------- ----------- (a)(1)(K) Press Release dated February 24, 2000 (a)(l)(L) Press Release dated February 29, 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 29, 2000 TEKTRONIX, INC. By COLIN SLADE ------------------------------------ Colin Slade Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- (a)(1)(K) Press Release dated February 24, 2000 (a)(l)(L) Press Release dated February 29, 2000 EX-99.(A)(1)(K) 2 PRESS RELEASE For Release at 5 a.m. P.S.T. Media Contact: Heather Wyse Analyst Contacts: Colin Slade 503-627-1121 503-626-3749 Tektronix Announces Preliminary Results of Dutch Auction Self-Tender Offer BEAVERTON, Ore., Feb. 24 -- Tektronix, Inc. (NYSE:TEK) announced today the preliminary results of its Dutch Auction self-tender offer, which was completed at 12:00 midnight, New York City time, on Feb. 23, 2000. Tektronix commenced the self-tender offer for up to 7,954,545 shares of its common stock on Jan. 26, 2000. Based on a preliminary count by ChaseMellon Shareholder Services, L.L.C., the Depositary for the offer, 106,109 shares of common stock were properly tendered and not withdrawn at prices at or below $44 per share. Tektronix will purchase all properly tendered shares at a price of $44 per share. The determination of the number of shares purchased is subject to final confirmation of the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Payment for all properly tendered shares will occur as soon as practicable. On Jan. 26, 2000, the company announced its plan to distribute $550 million of the net proceeds from the sale of its color printer business to shareholders through a share purchase program. The plan was structured as a $350 million Dutch Auction self-tender offer, to be followed by a $200 million -more- Tektronix Announces Preliminary Results of Dutch Auction Self-Tender Offer .../2 open market purchase program. The company intends to apply funds not used in the Dutch Auction self-tender offer to expand the open market purchase program, subject to board approval. 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. ### EX-99.(A)(1)(L) 3 PRESS RELEASE For Immediate Release Media Contact: Heather Wyse Analyst Contact: Colin Slade 503/627-1121 503/627-3749 Tektronix Announces Completion of Dutch Auction Self-Tender Offer BEAVERTON, Ore., Feb 29, 2000 - Tektronix, Inc. (NYSE:TEK) announced today the final results of its Dutch Auction self-tender offer, which expired at 12:00 midnight, New York City time, on February 23, 2000. Based on a final count by ChaseMellon Shareholder Services, L.L.C., the Depositary for the offer, Tektronix accepted for purchase 107,394 shares of common stock at a price of $44 per share. Tektronix commenced its self-tender offer for up to 7,954,545 shares of the common stock on January 26, 2000. Following the purchase of the shares accepted in the self-tender offer, the company will have approximately 47,491,542 shares of common stock outstanding. The Depositary will promptly make payment for all shares accepted for purchase and return those shares tendered but not accepted for purchase. 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-----