-----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, Sk4iKsyXlfm68qsdrI2ez4nMqjkKlJN9/Glt4HPisT2hda+ekvmllGBOgSAkjO+0 ZQNRpvEDaDnCvi8GiCfczA== 0000902595-99-000072.txt : 19990330 0000902595-99-000072.hdr.sgml : 19990330 ACCESSION NUMBER: 0000902595-99-000072 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990329 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 13D SEC ACT: SEC FILE NUMBER: 005-10548 FILM NUMBER: 99576000 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE, SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6195979400 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* TEKTRONIX, INC. (Name of Issuer) Common Stock, no par value (Title of class of securities) 879131100 (CUSIP number) Ralph V. Whitworth Relational Investors, LLC 4330 La Jolla Village Drive, Suite 220 San Diego, California 92122 (619) 597-9400 (Name, address and telephone number of person authorized to receive notices and communications) March 18, 1999 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 879131100 - - ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL INVESTORS, LLC - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS 00 - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 4,589,500 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,589,500 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,589,500 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL INVESTORS, L.P. - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 3,576,618 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,576,618 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,576,618 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.64% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL FUND PARTNERS, L.P. - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC/OO - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 81,890 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 81,890 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 81,890 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL COAST PARTNERS, L.P. - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC/OO - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 121,843 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 121,843 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 121,843 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL PARTNERS, L.P. - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC/OO - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 388,569 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 388,569 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 388,569 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.83% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RALPH V. WHITWORTH - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS NA - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,589,500 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 4,589,500 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,589,500 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID H. BATCHELDER - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS NA - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,589,500 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 4,589,500 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,589,500 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------ CUSIP No. 879131100 - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOEL L. REED - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS NA - - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,589,500 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 4,589,500 - - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,589,500 - - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------ ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the common stock without par value (the "Shares"), of Tektronix, Inc, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 26600 S.W. Parkway Ave, Wilsonville, Oregon 97070. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by and on behalf of Relational Investors, L.P. ("RILP"), Relational Fund Partners, L.P. ("RFP"), Relational Coast Partners, L.P. ("RCP"), and Relational Partners, L.P. ("RP"). Each of RILP, RFP, RCP and RP is a Delaware limited partnership. The principal business of each of RILP, RFP, RCP and RP is investing in securities. This Statement is also being filed by and on behalf of Relational Investors, LLC ("RILLC"), a Delaware limited liability company. The principal business of RILLC is being the sole general partner of RILP, RFP, RCP and RP. RILP, RFP, RCP, RP and three accounts managed by RILLC are the beneficial Owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of RILP, RFP, RCP and RP, and the investment management agreement for the accounts managed by RILLC, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement. This Statement is also being filed by and on behalf of Ralph V. Whitworth, David H. Batchelder and Joel L. Reed. Messrs. Whitworth, Batchelder and Reed are the Managing Members of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth, Batchelder and Reed, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as a Managing Member of RILLC. The present principal occupation of Mr. Reed is serving as President of Batchelder & Partners, Inc. (Messrs. Whitworth, Batchelder and Reed, together with RILP, RFP, RCP, RP and RILLC, hereinafter, the "Reporting Persons"). During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The business address of each of the Reporting Persons is 4330 La Jolla Village Drive, Suite 220, San Diego, California 92122. Messrs. Whitworth, Batchelder and Reed are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Two of the three accounts managed by RILLC purchased an aggregate of 11,431 Shares for total consideration (including brokerage commissions) of $269,638.00 derived from capital in the managed accounts and margin borrowings from the client margin accounts at Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"). The other account managed by RILLC purchased an aggregate of 409,149 Shares for a total consideration (including broker commissions) of $9,681,653.09 derived from the capital of the managed account. RILP purchased an aggregate of 3,576,618 Shares for total consideration (including brokerage commissions) of $84,596,667.65 derived from the capital of RILP. RFP purchased an aggregate of 81,890 Shares for total consideration (including brokerage commissions) of $1,954,421.64 derived from the capital of RFP and margin borrowings from a margin account at DLJ. RCP purchased an aggregate of 121,843 Shares for total consideration (including brokerage commissions) of $2,880,547.33 derived from the capital of RCP and margin borrowings from a margin account at DLJ. RP purchased an aggregate of 388,569 Shares for total consideration (including brokerage commissions) of $9,190,319.35 derived from the capital of RP and margin borrowings from a margin account at DLJ. Interest on the margin debt balance of each of the margin accounts described above is charged at the then Federal Funds Rate plus 75 basis points. DLJ has a lien on the Shares held by two of the three accounts managed by RILLC and those held by each of RFP, RCP and RP to secure repayment of the margin borrowings described above. ITEM 4. PURPOSE OF THE TRANSACTION. As of the date of this Statement, except as set forth below, none Of the Reporting Persons has any present plan or intention which would result In or relate to any of the actions described in subparagraphs (a) through (j) Of Item 4 of Schedule 13D. The Reporting Persons acquired the Shares covered by this Statement because, in their opinion, such Shares are undervalued by the market at the present time. One factor that the Reporting Persons believe has historically contributed to the Shares' undervaluation is the Company's continued investment in, and operation of, certain unprofitable business segments. In particular, the Reporting Persons are concerned about the company's funding of the unprofitable segments with profits generated by its successful "color printing and imaging" and "measurement business" divisions. The Reporting Persons have discussed their concerns with management and outlined steps (the "Program") which the Reporting Persons believe management should immediately undertake. The Reporting Persons are encouraged by management's response. The Reporting Persons believe that, if properly executed, the Program would materially improve the Company's results, restore confidence in the Company's management and correct the undervaluation of the Shares. Specifically, by the letter filed herewith as Exhibit 4, dated March 22, 1999, the Reporting Persons recommended to the Company's management that they immediately initiate the following steps: * Dispose of unprofitable operations related to the Company's video and networking division. * Implement a comprehensive cost reduction program within the measurement business division. * Curtail excess capital programs related to corporate infrastructure. * Strictly limit growth initiatives to the Company's core strengths of color printers and test and measurement equipment. * Deploy the excess cash resulting from these steps to a major share repurchase program. * Add major shareholder representation to the Company's board of directors. The Reporting Persons believe that a prompt disposition of the video and networking division is essential to the Program's success. During the Company's March 18th third quarter conference call with investors and analysts, management guided conference participants to adjust projected earnings per share for fiscal 2000 from $2.23 per share to a range of $1.55 to $1.75 per share. In response to follow up questions, management confirmed that the sole reason for the adjustment was projected losses in the video division impacting earnings per share from between $.50 to $.60 per share. The Reporting Persons believe that a prompt disposition of the unprofitable video and networking division components would positively impact the Company's earnings by at least the same amount. The Reporting Persons feel strongly that significant shareholder representation on the Company's board of directors is a key component of the Program and have requested a meeting with the Company's Committee on Directors to discuss this further. The Reporting Persons intend to closely monitor the Company's performance and may modify their plans in the future. The Reporting Persons and their representatives and advisers intend to continue from time to time to discuss the Company and its business and management with members of the board of directors and management of the Company. In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Company. To propel the Company to take decisive action, the Reporting Persons may exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests, including seeking representation on the Company's board of directors at a special or annual meeting of the Company's shareholders. The Reporting Persons may from time-to-time (i) acquire additional Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 4,589,500 Shares constituting 9.8% of the outstanding Shares (the percentage of Shares owned being based upon 46,842,471 Shares outstanding at December 26, 1998 as set forth in the Company's Form 10-Q for the quarter ended November 28, 1998. The Reporting Persons may be deemed to have direct beneficial ownership of Shares as follows:
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES - - - ---- ---------------- ----------------------------- RILLC 420,580 0.90% RILP 3,576,618 7.64% RFP 81,890 0.17% RCP 121,843 0.26% RP 388,569 0.83%
RILLC, in its capacity as an investment management consultant, may Be deemed to possess direct beneficial ownership of the 420,580 Shares that Are owned by accounts which it manages. Additionally, RILLC, as the sole General partner of each of RILP, RFP, RCP and RP, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Shares of which any of RILP, RFP, RCP and RP may be deemed to possess direct beneficial ownership. Each of Messrs. Whitworth, Batchelder and Reed, as Managing Members of RILLC, may be deemed to share beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth, Batchelder and Reed disclaims beneficial ownership of such Shares for all other purposes. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares. (b) RILP has the sole power to vote or direct the vote of 3,576,618 Shares and the sole power to dispose or direct the disposition of such Shares. RFP has the sole power to vote or direct the vote of 81,890 Shares and the sole power to dispose or direct the disposition of such Shares. RCP has the sole power to vote or direct the vote of 121,843 Shares and the sole power to dispose or direct the disposition of such Shares. RP has the sole power to vote or direct the vote of 388,569 Shares and the sole power to dispose or direct the disposition of such Shares. RILLC has the sole power to vote or direct the vote of 420,580 Shares held by three accounts which it manages, and the sole power to dispose Or direct the disposition of such Shares. In addition, RILLC, as sole General Partner of RILP, RFP, RCP and RP, may be deemed to have the sole power to vote or direct the vote of 4,168,920 Shares held by such Reporting Persons, and the sole power to dispose or direct the disposition of such Shares. Messrs. Batchelder, Whitworth and Reed, as the Managing Members of RILLC, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. (c) Information concerning transactions in the Shares by the Reporting Persons during the past 60 days is set forth in Exhibit 1 filed With this Statement. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by the account managed by RILLC may be delivered to such account. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except as follows: The respective partnership agreements of RILP, RFP, RCP, and RP each contains provisions whereby its general partner (i.e., RILLC) may, after certain adjustments, receive a percentage of realized profits, if any, derived from that partnership's investments. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: 1. Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days. 2. Customer Agreement with Donaldson, Lufkin & Jenrette Securities Corporation. 3. Joint Filing Agreement. 4. Letter from Relational Investors LLC to the Chairman and Chief Executive Officer of Tektronix Inc., dated March 22, 1999. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct. Dated: March 29, 1999 RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. By: Relational Investors, LLC ---------------------------------- as general partner to each By: /s/ Ralph V. Whitworth ------------------------------ Ralph V. Whitworth Managing Member RELATIONAL INVESTORS, LLC By: /s/ Ralph V. Whitworth ---------------------------------- Ralph V. Whitworth Managing Member /s/ Ralph V. Whitworth - - -------------------------------------- Ralph V. Whitworth /s/ David H. Batchelder - - -------------------------------------- David H. Batchelder /s/ Joel L. Reed - - -------------------------------------- Joel L. Reed EXHIBIT INDEX
Exhibit No. Description Page No. - - - ----------- ----------- 1. Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days. 2. Customer Agreement with Donaldson, Lufkin & Jenrette Securities Corporation. 3. Joint Filing Agreement. 4. Letter from Relational Investors LLC to the Chairman and Chief Executive Officer of Tektronix Inc., dated March 22, 1999.
EX-1 2 EXHIBIT 1 Exhibit 1 TRANSACTIONS IN SHARES OF THE COMPANY DURING THE PAST 60 DAYS The Reporting Persons engaged in the following transactions in Shares of the Company during the past 60 days. All transactions involved purchases of Shares on the New York Stock Exchange, unless marked (T) in the second column to indicate a purchase in the Third Market.
Reporting Person with Direct Denotes Date of Number of Price Beneficial Ownership Third Party Transaction Shares per Share (including comm.) Relational Investors, L.P. 2/1/99 46,797 $24.64 Relational Partners, L.P. 2/1/99 5,085 $24.64 Relational Fund Partners, L.P. 2/1/99 1,015 $24.64 Relational Coast Partners, L.P. 2/1/99 1,599 $24.64 Relational Investors LLC 2/1/99 5,504 $24.64 Relational Investors, L.P. 2/2/99 27,298 $24.26 Relational Partners, L.P. 2/2/99 2,966 $24.26 Relational Fund Partners, L.P. 2/2/99 592 $24.26 Relational Coast Partners, L.P. 2/2/99 933 $24.26 Relational Investor LLC 2/2/99 3,211 $24.26 Relational Investors, L.P. 2/3/99 3,510 $24.93 Relational Partners, L.P. 2/3/99 381 $24.93 Relational Fund Partners, L.P. 2/3/99 76 $24.93 Relational Coast Partners, L.P. 2/3/99 120 $24.93 Relational Investors LLC 2/3/99 413 $24.93 Relational Investors, L.P. 2/4/99 24,256 $24.86 Relational Partners, L.P. 2/4/99 2,636 $24.86 Relational Fund Partners, L.P. 2/4/99 526 $24.86 Relational Coast Partners, L.P. 2/4/99 829 $24.86 Relational Investors LLC 2/4/99 2,853 $24.86 Relational Investors, L.P. 2/5/99 41,415 $24.55 Relational Partners, L.P. 2/5/99 4,500 $24.55 Relational Fund Partners, L.P. 2/5/99 899 $24.55 Relational Coast Partners, L.P. 2/5/99 1,415 $24.55 Relational Investors LLC 2/5/99 4,871 $24.55 Relational Investors, L.P. 2/8/99 24,179 $24.35 Relational Partners, L.P. 2/8/99 2,627 $24.35 Relational Fund Partners, L.P. 2/8/99 525 $24.35 Relational Coast Partners, L.P. 2/8/99 826 $24.35 Relational Investors LLC 2/8/99 2,843 $24.35 Relational Investors, L.P. 2/9/99 48,747 $24.75 Relational Partners, L.P. 2/9/99 5,297 $24.75 Relational Fund Partners, L.P. 2/9/99 1,058 $24.75 Relational Coast Partners, L.P. 2/9/99 1,665 $24.75 Relational Investors LLC 2/9/99 5,733 $24.75 Relational Investors, L.P. 2/10/99 46,797 $24.24 Relational Partners, L.P. 2/10/99 5,085 $24.24 Relational Fund Partners, L.P. 2/10/99 1,015 $24.24 Relational Coast Partners, L.P. 2/10/99 1,599 $24.24 Relational Investors LLC 2/10/99 5,504 $24.24 Relational Investors, L.P. 2/11/99 48,356 $24.12 Relational Partners, L.P. 2/11/99 5,255 $24.12 Relational Fund Partners, L.P. 2/11/99 1,049 $24.12 Relational Coast Partners, L.P. 2/11/99 1,652 $24.12 Relational Investors LLC 2/11/99 5,688 $24.12 Relational Investors, L.P. 2/12/99 47,109 $22.96 Relational Partners, L.P. 2/12/99 5,119 $22.96 Relational Fund Partners, L.P. 2/12/99 1,022 $22.96 Relational Coast Partners, L.P. 2/12/99 1,609 $22.96 Relational Investors LLC 2/12/99 5,541 $22.96 Relational Investors, L.P. 2/16/99 64,891 $22.83 Relational Partners, L.P. 2/16/99 7,052 $22.83 Relational Fund Partners, L.P. 2/16/99 1,408 $22.83 Relational Coast Partners, L.P. 2/16/99 2,217 $22.83 Relational Investors LLC 2/16/99 7,632 $22.83 Relational Investors, L.P. 2/17/99 54,595 $22.39 Relational Partners, L.P. 2/17/99 5,933 $22.39 Relational Fund Partners, L.P. 2/17/99 1,185 $22.39 Relational Coast Partners, L.P. 2/17/99 1,865 $22.39 Relational Investors LLC 2/17/99 6,422 $22.39 Relational Investors, L.P. 2/18/99 77,994 $21.32 Relational Partners, L.P. 2/18/99 8,475 $21.32 Relational Fund Partners, L.P. 2/18/99 1,692 $21.32 Relational Coast Partners, L.P. 2/18/99 2,664 $21.32 Relational Investors LLC 2/18/99 9,175 $21.32 Relational Investors, L.P. 2/19/99 35,098 $21.48 Relational Partners, L.P. 2/19/99 3,814 $21.48 Relational Fund Partners, L.P. 2/19/99 761 $21.48 Relational Coast Partners, L.P. 2/19/99 1,199 $21.48 Relational Investors LLC 2/19/99 4,128 $21.48 Relational Investors, L.P. 2/22/99 35,098 $21.76 Relational Partners, L.P. 2/22/99 3,814 $21.76 Relational Fund Partners, L.P. 2/22/99 761 $21.76 Relational Coast Partners, L.P. 2/22/99 1,199 $21.76 Relational Investors LLC 2/22/99 4,128 $21.76 Relational Investors, L.P. (T) 3/18/99 116,601 $19.04 Relational Investors, L.P. 3/18/99 676,207 $19.04 Relational Partners, L.P. (T) 3/18/99 12,671 $19.04 Relational Partners, L.P. 3/18/99 73,482 $19.04 Relational Fund Partners, L.P. (T) 3/18/99 2,530 $19.04 Relational Fund Partners, L.P. 3/18/99 14,671 $19.04 Relational Coast Partners, L.P. (T) 3/18/99 3,983 $19.04 Relational Coast Partners, L.P. 3/18/99 23,101 $19.04 Relational Investors LLC (T) 3/18/99 13,715 $19.04 Relational Investors LLC 3/18/99 79,539 $19.04 Relational Investors, L.P. (T) 3/19/99 82,206 $22.46 Relational Investors, L.P. 3/19/99 307,764 $22.46 Relational Partners, L.P. (T) 3/19/99 8,933 $22.46 Relational Partners, L.P. 3/19/99 33,444 $22.46 Relational Fund Partners, L.P. (T) 3/19/99 1,784 $22.46 Relational Fund Partners, L.P. 3/19/99 6,677 $22.46 Relational Coast Partners, L.P. (T) 3/19/99 2,808 $22.46 Relational Coast Partners, L.P. 3/19/99 10,514 $22.46 Relational Investors LLC (T) 3/19/99 9,669 $22.46 Relational Investors LLC 3/19/99 36,201 $22.46 Relational Investors, L.P. 3/22/99 80,022 $23.68 Relational Partners, L.P. 3/22/99 8,696 $23.68 Relational Fund Partners, L.P. 3/22/99 1,736 $23.68 Relational Coast Partners, L.P. 3/22/99 2,734 $23.68 Relational Investors LLC 3/22/99 9,412 $23.68 Relational Investors, L.P. 3/23/99 280,543 $23.56 Relational Partners, L.P. 3/23/99 30,486 $23.56 Relational Fund Partners, L.P. 3/23/99 6,087 $23.56 Relational Coast Partners, L.P. 3/23/99 9,584 $23.56 Relational Investors LLC 3/23/99 33,000 $23.56 Relational Investors, L.P. 3/24/99 119,877 $23.60 Relational Partners, L.P. 3/24/99 13,027 $23.60 Relational Fund Partners, L.P. 3/24/99 2,601 $23.60 Relational Coast Partners, L.P. 3/24/99 4,095 $23.60 Relational Investors LLC 3/24/99 14,100 $23.60 Relational Investors, L.P. 3/25/99 101,003 $24.00 Relational Partners, L.P. 3/25/99 10,976 $24.00 Relational Fund Partners, L.P. 3/25/99 2,191 $24.00 Relational Coast Partners, L.P. 3/25/99 3,450 $24.00 Relational Investors LLC 3/25/99 11,880 $24.00 Relational Investors, L.P. 3/26/99 93,125 $25.20 Relational Partners, L.P. 3/26/99 10,120 $25.20 Relational Fund Partners, L.P. 3/26/99 2,020 $25.20 Relational Coast Partners, L.P. 3/26/99 3,181 $25.20 Relational Investors LLC 3/26/99 10,954 $25.20
EX-2 3 EXHIBIT 2 Exhibit 2 CUSTOMER AGREEMENT WITH DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION DONALDSON, LUFKIN & JENRETTE Securities Corporation 277 Park Avenue - New York, New York 10172 CUSTOMER AGREEMENT In consideration of your accepting and carrying for the undersigned one or more accounts, the undersigned hereby consents and agrees that APPLICABLE RULES AND REGULATIONS 1. All transactions for the undersigned shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearing house, if any, where executed by you or your agents, including your subsidiaries and affiliates. DEFINITION 2. For purposes of this agreement, "securities, commodities and other property," as used herein shall include, but not be limited to money, securities and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. LIEN 3. All securities, commodities and other property now or hereafter held, carried or maintained by you in your possession and control for any purpose, in or for any of the accounts of the undersigned, now or hereafter opened, including accounts in which the undersigned may have an interest, shall be subject to a lien for the discharge of all the indebtedness and other obligations of the undersigned to you, and are to be held by you as security for the payment of any liability or indebtedness of the undersigned to you in any of said accounts. You shall have the right to transfer securities, commodities and other property so held by you from or to any other of the accounts of the undersigned whenever in your judgment you consider such a transfer necessary for your protection. In enforcing your lien, you shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed. LIQUIDATION 4. You shall have the right in accordance with your general policies regarding your margin maintenance requirements, as such may be modified, amended or supplemented from time to time, or if, in your discretion you consider it necessary for your protection to require additional collateral at an earlier or later point in time than called for by said general policies, or in the event that a petition in bankruptcy or for appointment of a receiver is filed by or against the undersigned, or an attachment is levied against the accounts of the undersigned, or in the event of the death of the undersigned, to sell any or all securities, commodities and other property in the accounts of the undersigned with you whether carried individually or jointly with others, to buy any or all securities, commodities and other property which may be short in such accounts, to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase or other notice or advertisement. Any such sales or purchases may be made at your discretion on any exchange or other market where such business is usually transacted, or at public auction or private sale, and you may be the purchasers for your own account. It being understood that a prior demand, or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of your right to sell or buy without demand or notice as herein provided. PAYMENT OF INDEBTEDNESS UPON DEMAND 5. The undersigned shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in any of the accounts of the undersigned with you and the undersigned shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by you or by the undersigned and the undersigned shall make payment of such obligations and indebtedness upon demand. LIABILITY FOR COSTS OF COLLECTION 6. The reasonable costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the undersigned with you, including, but not limited to, attorney's fees, incurred and payable or paid by you shall be payable to you by the undersigned. PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY 7. All securities, commodities, and other property now or thereafter held, carried or maintained by you in your possession in any of the accounts of the undersigned may be pledged and repledged by you from time to time, without notice to the undersigned, either separately or in common with other such securities, commodities and other property for any amount due in the accounts of the undersigned, or for any greater amount, and you may do so without retaining to your possession or control for delivery a like amount of similar securities, commodities or other property. MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION 8. The undersigned will at all times maintain such securities, commodities and other property in the accounts of the undersigned for margin purposes as you shall require from time to time and the monthly debit balances or adjusted balances in the accounts of the undersigned with you shall be charged in accordance with your usual custom, with interest at a rate permitted by the laws of the State of New York. It is understood that the interest charge made to the undersigned's account at the close of a charge period will be added to the opening balance for the next charge period unless paid. You may exchange credit information about the undersigned with others. You may request a credit report on the undersigned and, upon request, you will state the name and address of the consumer reporting agency that furnished it. If you extend, update or renew the undersigned's credit, you may request a new credit report without telling the undersigned. PRESUMPTION OF RECEIPT OF COMMUNICATIONS 9. Communications may be sent to the undersigned at the address of the undersigned or at such other address as the undersigned may hereafter give you in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to the undersigned personally, whether actually received or not. NON-INVESTMENT ADVICE 10. The undersigned acknowledges that you will not provide the undersigned with any legal, tax or accounting advice, that your employees are not authorized to give any such advice and that the undersigned will not solicit or rely upon any such advice from you or your employees whether in connection with transactions in or for any of the accounts of the undersigned or otherwise. In making legal, tax or accounting decisions with respect to transactions in or for the accounts of the undersigned or any other matter, the undersigned will consult with and rely upon its own advisors and not you, and you shall have no liability therefor. SCOPE AND TRANSFERABILITY 11. This agreement shall cover individually and collectively all accounts which the undersigned may open or reopen with you, and shall inure to the benefit of your successors whether by merger, consolidation or otherwise, and assigns, and you may transfer the accounts of the undersigned to your successors and assigns, and this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the undersigned. EXTRAORDINARY EVENTS 12. You shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions beyond your control. REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT 13. The undersigned, if an individual, represents that the undersigned is of full age, that unless otherwise disclosed to you in writing, the undersigned is not an employee of any exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member firm or member corporation registered on any exchange or of a bank, trust company, insurance company or of any corporations, firm or individual engaged in the business of dealing either as a broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper. The undersigned further represents that no one except the undersigned has an interest in the account or accounts of the undersigned with you. JOINT AND SEVERAL LIABILITY 14. If the undersigned shall consist of more than one individual, their obligations under this agreement shall be joint and several. The undersigned have executed the Joint Account Agreement and made the election required therein. OPTION TRANSACTIONS 15. If at any time the undersigned shall enter into any transaction for the purchase or resale of an option contract, the undersigned hereby agrees to abide by the rules of any national securities association, registered securities exchange or clearing organization applicable to the trading of option contracts and, acting alone or in concert, will not violate the position or exercise limitation rules of any such association or exchange or of the Options Clearing Corporation or other clearing organization. SEPARABILITY 16. If any provision or condition of this agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this agreement shall be carried out as if any such invalid or unenforceable provision or conditions were not contained here. HEADINGS ARE DESCRIPTIVE 17. The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. ARBITRATION DISCLOSURES 18. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES. - THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. - PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. - THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. - THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. AGREEMENT TO ARBITRATE CONTROVERSIES 19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED BEFORE THE NEW YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITH FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF THE UNDERSIGNED. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. THE LAWS OF THE STATE OF NEW YORK GOVERN 20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. LOAN CONSENT 21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF THIS AGREEMENT. SIGNATURES (If a Corporation, Partnership or Other Entity) (If Individuals) - - ------------------------------------------- --------------------------- (Name of Entity) (Name of Individual) ________________________________ (Second Party, If Joint Account) By__________________________________________ Title_______________________________________ SEAL DATED___________________________ ACCOUNT NO______________________________ EX-3 4 EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Tektronix, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 29th of March, 1999. RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. By: Relational Investors, LLC as general partner to each By: /s/ Ralph V. Whitworth ------------------------------ Ralph V. Whitworth Managing Member RELATIONAL INVESTORS, LLC By: /s/ Ralph V. Whitworth ---------------------------------- Ralph V. Whitworth Managing Member /s/ Ralph V. Whitworth - - -------------------------------------- Ralph V. Whitworth /s/ David H. Batchelder - - -------------------------------------- David H. Batchelder /s/ Joel L. Reed - - -------------------------------------- Joel L. Reed EX-4 5 EXHIBIT 4 Exhibit 4 Letter from Relational Investors LLC to the Chairman and Chief Executive Officer of Tektronix Inc., dated March 22, 1999. RELATIONAL INVESTORS LLC 4330 La Jolla Village Drive, Suite 220 San Diego, California 92122 Telephone (619) 597-9400 Facsimile: (619) 597-8200 VIA FACSIMILE March 22, 1999 Mr. Jerry Meyer Chairman and Chief Executive Officer Tektronix, Inc. 26600 SW Parkway Avenue Wilsonville, OR 97070 Dear Jerry: Thank you for taking the time to meet with us on Friday. The meeting was constructive and encouraging. We believe that Tektronix's market credibility is impaired because of failed initiatives and the continuing absence of a credible plan for correcting the company's performance. Tektronix has great potential for price appreciation if you immediately initiate the steps we discussed AND convince the market you will remain steadfact to that path. In our experience, such a program should be executed under a single comprehensive plan which has been clearly articulated to the company's shareholders and employees. This provides the best chance for the company to receive full credit from the market and the best chance for successful implementation. To reiterate, the program we outlined is to: - - Dispose of unprofitable operations related to the company's video division. - - Implement a comprehensive cost reduction program within the test and measurement division. - - Curtail excess capital programs related to corporate infrastructure. - - Strictly limit growth initiatives to the company's core strengths of color printers and test and measurement equipment. - - Deploy the excess cash resulting from these steps to a major share repurchase program. - - Add major shareholder representation to the company's board of directors. As we discussed at our meeting, we feel strongly that large shareholder representation on Tektronix's board of directors is a key component of the program. This would send a powerful message to Tektronix's owners that you are committed to restoring shareholder confidence and determined to further align the board's and shareholders' interests. With this in mind, we are looking forward to hearing back from you regarding our request to meet with the board's Committee on Directors. We are happy to travel to Portland or any other venue of convenience to the committee. Again, thank you for taking the time to meet. Please call me at any time if you would like to discuss any of these issues in more detail or if we can be of assistance. Sincerely, /s/ Ralph V. Whitworth - ----------------------- Ralph V. Whitworth -----END PRIVACY-ENHANCED MESSAGE-----