-----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, M7CARIXrBJnTKBFIFxJkmQq5dEo8TAiUmdGlvLcua/MUKw0NK5ZfoiSjwt+jwEkX Emvlg6RIM5ERpim3Q88R8A== 0000893877-99-000421.txt : 19990628 0000893877-99-000421.hdr.sgml : 19990628 ACCESSION NUMBER: 0000893877-99-000421 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990625 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 001-04837 FILM NUMBER: 99652875 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _____________ to _____________. Commission file number 1-4837 Tektronix, Inc. 401(k) Plan --------------------------- (Full title of Plan) TEKTRONIX, INC. 26600 SW Parkway Wilsonville, Oregon 97070 -------------------------------------------------- (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) REQUIRED INFORMATION Tektronix, Inc. Tektronix 401(k) Plan December 31, 1998 and 1997 Index Page ---- Report of Independent Accountants 1 Financial Statements Statements of Net Assets Available for Benefits at December 31, 1998 and 1997 2 Statements of Changes in Net Assets Available for Benefits at December 31, 1998 and 1997 3 Notes to Financial Statements 4-8 Note: All other schedules have been omitted because the information required is included in the financial statements or the notes thereto or they are not applicable. Signature 10 Exhibit 23 Consent of Independent Accountants INDEPENDENT AUDITORS' REPORT Investment and Administrative Committee Tektronix 401(k) Plan: We have audited the accompanying financial statements of the Tektronix 401(k) Plan (the "Plan") as of December 31, 1998 and 1997, listed in the Table of Contents. 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 in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP May 21, 1999 1 TEKTRONIX 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 (In Thousands) - ---------------------------------------------------------------------------------------------- 1998 1997 ASSETS: Investment in Tektronix Master Retirement Trust (Note 3) $ 895,254 $ 794,505 Employer contributions receivable 599 86 Employee contributions receivable 717 1 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 896,570 $ 794,592 ========= ========= See notes to financial statements.
2 TEKTRONIX 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 (In Thousands) - ---------------------------------------------------------------------------------------------- 1998 1997 NET INVESTMENT INCOME $ 108,122 $ 129,280 CONTRIBUTIONS: Employer 18,924 14,788 Employee 28,290 26,983 WITHDRAWALS (53,358) (45,003) --------- --------- NET INCREASE 101,978 126,048 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 794,592 668,544 --------- --------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 896,570 $ 794,592 ========= ========= See notes to financial statements.
3 TEKTRONIX 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of the Tektronix 401(k) Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information regarding amount and type of benefits, vesting, and other provisions of the Plan. General - The Plan is a defined contribution plan covering all regular employees of a participating Tektronix, Inc. company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions - Participants can elect to have Tektronix, Inc. contribute from 1% to 15% of their eligible pay to the Plan. Tektronix, Inc. makes a basic contribution of 2% of eligible pay for all participants each year to the Tektronix Stock Fund plus a matching contribution of 100% of the first 4% of elective contributions which is allocated according to the participant's allocation election. Participant Accounts - Each participant account is credited with contributions and an allocation of the Plan's earnings. Contributions are allocated based on the participant's election and earnings are allocated based on participant account balances. The Plan allows for loans to active participants on such terms as the Investment and Administrative Committee approves. Vesting and Benefits - Participants are immediately 100% vested in all contributions to the Plan and are eligible to receive benefits upon termination, retirement, or disability. Benefits can be received by electing a lump-sum settlement, installment payments, annuity contracts, or a combination thereof. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The Plan's financial statements are prepared on the accrual basis of accounting. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of investment income during the reporting period. Actual results could differ from those estimates. 4 Administrative Expense - Certain expenses for administration and servicing of the Plan, including facilities, equipment and supplies, and payroll expenses of administrative and clerical personnel, are provided by Tektronix, Inc. without charge to the Plan. Tektronix, Inc. also pays certain professional fees related to the Plan. Income Tax Status - The Plan obtained its latest determination letter dated June 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). The Plan has been subsequently amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Withdrawals - Payments to participants are recorded when paid. 3. INVESTMENT IN TEKTRONIX MASTER RETIREMENT TRUST All of the Plan's investment assets are held in a master trust established by Tektronix, Inc. (the "Trust"). Use of the Trust permits the commingling of assets, for investment and administrative purposes, of a number of retirement plans of Tektronix, Inc. and its subsidiaries. Supporting records are maintained for the purpose of allocating net earnings of the Trust to the various participating plans. The following plans participate in the Trust: Tektronix 401(k) Plan Tektronix Cash Balance Plan For investment purposes, the assets of the Trust are divided among nine different funds. Six of these funds are investment options that are available to participants under the Plan. Employer basic contributions are invested in the Tektronix Stock Fund. The Pension Fund is used to segregate the investments of the Tektronix Cash Balance Plan. The funds available in the 401(k) Plan are as follows: Stable Fund invests in insurance company investment contracts and a money market mutual fund. Balanced Fund invests in a balanced mix of common stocks and U.S. government and corporate debt obligations. Stock Index Fund invests in common stocks of large U.S. companies. Small and Medium Company Stock Fund invests in the stocks of small and medium-sized companies. 5 International Stock Fund invests in stocks of companies that are located outside the United States. Tektronix Stock Fund II invests in the common stock of Tektronix, Inc., the Plan Sponsor. Tektronix Stock Fund invests in the common stock of Tektronix, Inc., the Plan sponsor. Loan Fund accounts for participant loan balances. Pension Fund invests in a diversified portfolio of assets. The Trust values marketable securities at the closing quoted market price on the valuation date. Commercial paper and temporary cash investments are valued at cost, which approximates fair value. The fair value of real estate investments and notes receivable have been estimated on the basis of future income expected from such investments discounted at interest rates commensurate with the risks involved or at appraised value. Insurance company guaranteed deposits are valued at contract value which approximates fair value (see Note 7). The fair value of limited partnership investments, for which no public market exists, is based upon the estimates made by the general partner of those partnerships. The general partners consider the financial condition and operating results of each limited partnership and such other factors deemed appropriate. Limited partnerships that invest in publicly-traded securities are valued at quoted market prices, less a discount applicable to the general partner's share of the unrealized gain on the investment. At December 31, 1998 and 1997, the Plan's interest in the net assets of the master trust was approximately 65% and 64%, respectively. The net assets of the Trust at December 31, 1998 and 1997 are summarized as follows (in thousands): 6
1998 1997 Accrued income $ 1,116 $ 3,274 Noninterest-bearing cash 31 6 Interest-bearing cash 33,877 40,761 U.S. government securities 125,145 90,821 Corporate debt - preferred 43,430 32,445 Corporate debt - other 137,997 53,282 Preferred stock 2,351 3,861 Common stock 538,207 489,483 Partnerships and joint ventures 50,226 60,905 Real estate - income-producing 682 660 Real estate - non-income-producing 1,834 3,252 Participant loans 20,906 16,578 Common and collective trusts 223,705 186,059 Pooled separate accounts 22,549 15,381 Registered investments 114,107 95,490 Insurance contracts 133,851 153,795 Due from broker 6,819 10,319 Due to broker (82,204) (13,796) ----------- ----------- Total $ 1,374,629 $ 1,242,576 =========== ===========
The components of the Trust's total investment return for the years ended December 31, 1998 and 1997 are as follows (in thousands):
1998 1997 Net appreciation in fair value of investments $ 130,657 $ 167,533 Interest 26,510 25,871 Dividends 14,272 10,925 Other 272 282 ----------- ----------- Total investment income $ 171,711 $ 204,611 =========== ===========
4. CONCENTRATION OF RISK The Trust's assets consist primarily of financial instruments including cash, government and agency securities, corporate debt, preferred stock, common stock, partnerships and joint ventures, real estate, loans, common and collective funds, and investment contracts and notes. The financial instruments may subject the Plan to concentrations of risk as, from time to time, cash balances exceed amounts insured by the Federal Deposit Insurance Corporation; market value of securities are dependent on the ability of the issuer to honor its contractual commitments; and investments in common stock are subject to changes in market values of the stock. 7 5. BENEFIT PRIORITIES UPON TERMINATION Tektronix intends the Plan to be permanent but, if the Plan were terminated, Plan assets would be allocated among participants in proportion to their account balances. 6. FUND INFORMATION Net investments, net investment income, employer contributions, employee contributions, and withdrawals by fund are as follows for the years ended December 31, 1998 and 1997 (in thousands):
1998 1997 Net Investments: Stable Fund $ 173,667 $ 162,031 Balanced Fund 319,806 277,383 Stock Index Fund 222,975 177,825 Small and Medium Company Stock Fund 49,015 44,620 International Stock Fund 19,773 19,559 Tektronix Stock Fund II 11,691 - Tektronix Stock Fund 77,544 96,509 Loan Fund 20,783 16,578 ----------- ----------- Total $ 895,254 $ 794,505 =========== =========== Net Investment Income: Stable Fund $ 9,913 $ 9,961 Balanced Fund 51,657 55,230 Stock Index Fund 49,720 43,111 Small and Medium Company Stock Fund 4,853 5,698 International Stock Fund 1,588 992 Tektronix Stock Fund II 4,492 - Tektronix Stock Fund (21,017) 13,007 Loan Fund 6,916 1,281 ----------- ----------- Total $ 108,122 $ 129,280 =========== ===========
8
1998 1997 Employer Contributions: Stable Fund $ 2,110 $ - Balanced Fund 2,954 - Stock Index Fund 3,969 - Small and Medium Company Stock Fund 1,528 - International Stock Fund 697 - Tektronix Stock Fund II 137 - Tektronix Stock Fund 7,529 14,788 ----------- ----------- Total $ 18,924 $ 14,788 =========== =========== Employee Contributions: Stable Fund $ 4,824 $ 4,850 Balanced Fund 7,190 6,519 Stock Index Fund 9,950 9,393 Small and Medium Company Stock Fund 4,013 4,258 International Stock Fund 1,806 1,963 Tektronix Stock Fund II 507 - ----------- ----------- Total $ 28,290 $ 26,983 =========== =========== Withdrawals: Stable Fund $ 13,413 $ 11,832 Balanced Fund 17,708 13,811 Stock Index Fund 12,506 9,674 Small and Medium Company Stock Fund 3,260 3,119 International Stock Fund 1,472 1,851 Tektronix Stock Fund II 30 - Tektronix Stock Fund 3,965 3,943 Loan Fund 1,004 773 ----------- ----------- Total $ 53,358 $ 45,003 =========== ===========
7. CONTRACTS WITH INSURANCE COMPANIES The Trust has entered into various guaranteed investment contracts with insurance companies. These contracts are included in the financial statements at contract value (which represents contributions made under the contracts, plus earnings, less withdrawals and related expenses) because the contracts are fully benefit responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Plan management has asserted that contract value approximates fair value for these contracts. There are no reserves against the contract values for credit risk of the issuers or otherwise. The average yields and crediting interest rates ranged approximately from 5.52% to 8.23% and 5.27% to 8.23% for the years ended December 31, 1998 and 1997, respectively. The crediting interest rates are based on agreed upon formulas with each issuer. 9 SIGNATURE 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 thereunto duly authorized. TEKTRONIX, INC. 401(k) PLAN Date: June 25, 1999 By: KAREN B. STRAL ------------------------------------- Karen B. Stral, Secretary Tektronix 401(k) Plan Administrative Committee 10 Exhibit Index Exhibit Document Number - -------- ------- Consent of Independent Accountants 23 EX-23 2 INDEPENDENT AUDITORS' CONSENT Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-42413 of Tektronix, Inc. on Form S-8 of our report dated May 21, 1999, appearing in this Annual Report on Form 11-K of the Tektronix 401(k) Plan for the year ended December 31, 1998. DELOITTE & TOUCHE LLP June 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----