0000912057-95-006604.txt : 19950816 0000912057-95-006604.hdr.sgml : 19950816 ACCESSION NUMBER: 0000912057-95-006604 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950815 SROS: NYSE SROS: PSE 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59648 FILM NUMBER: 95564366 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 424B5 1 424B5 Filed pursuant to Rule 424(b)(5) Reg. Nos. 33-59648 33-18658 Prospectus Supplement (To Prospectus dated July 13, 1993) [LOGO] Tektronix, Inc. $50,000,000 7 5/8% NOTES DUE AUGUST 15, 2002 INTEREST PAYABLE FEBRUARY 15 AND AUGUST 15 Issue price: 99.835% Interest on the 7 5/8% Notes due August 15, 2002 (the "Notes") is payable semiannually on February 15 and August 15 of each year, beginning February 15, 1996. The Notes will accrue interest from August 17, 1995. The Notes will not be redeemable prior to maturity and will not be subject to any sinking fund. The Notes will be represented by a Global Security registered in the name of The Depository Trust Company (the "Depositary") or its nominee. Interests in the Global Security will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary and its participants. Except as provided herein, Notes in definitive form will not be issued. See "Description of Notes." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------------------------------------------------------------------------------- Underwriting Price to Discounts and Proceeds to Public(1) Commissions(2) Company(1)(3) ---------------------------------------------------------------------------------------------------- Per Note 99.835% .750% 99.085% -------------------------------------------------------------------------------------------------- Total $49,917,500 $375,000 $49,542,500 --------------------------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from August 17, 1995 (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before deducting expenses payable by the Company, estimated at $90,000. The Notes are offered, subject to prior sale, when, as and if accepted by the Underwriters and subject to approval of certain legal matters by Shearman & Sterling, counsel for the Underwriters. It is expected that delivery of the Notes will be made on or about August 17, 1995 through the facilities of the Depositary, against payment therefor in same-day funds. J.P. MORGAN SECURITIES INC. SALOMON BROTHERS INC August 14, 1995 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. ------------------------ TABLE OF CONTENTS
PAGE --------- PROSPECTUS SUPPLEMENT The Company....................................... S-3 Use of Proceeds................................... S-3 Ratio of Earnings to Fixed Charges................ S-3 Description of Notes.............................. S-4 Underwriting...................................... S-5 PROSPECTUS Available Information............................. 2 Incorporation of Certain Documents by Reference... 2 The Company....................................... 3 Use of Proceeds................................... 3 Description of Debt Securities.................... 3 Plan of Distribution.............................. 11 Ratio of Earnings to Fixed Charges................ 12 Legal Matters..................................... 12 Experts........................................... 12
S-2 THE COMPANY The Company is a global high-technology company with a portfolio of measurement, color printing and video and networking businesses. Measurement business products include digital and analog oscilloscopes, general purpose test instruments, television waveform monitors, vectorscopes, signal generators, logic analyzers, card-modular test instruments, spectrum analyzers, cable testers, optical fiber testers, cameras, probes and related products. Color printing and imaging products include color printers and related products and supplies. Video and networking products include studio production equipment, signal processing and distribution equipment, transmission systems, graphics terminals and related products. The Company is an Oregon corporation organized in 1946. Its principal executive offices are located at 26600 S.W. Parkway Avenue, Wilsonville, Oregon 97070, and its telephone number is (503) 627-7111. USE OF PROCEEDS The net proceeds from the offering of the Notes are expected to be approximately $49,452,500 after deduction of underwriting discounts and commissions and estimated offering expenses. The net proceeds will be used to repay a portion of the Company's short-term indebtedness (consisting principally of commercial paper and borrowings under uncommitted lines of credit) and for general corporate purposes. At May 27, 1995 (the last day of fiscal 1995), the interest rates averaged 6.4% on commercial paper and 5.3% under the lines of credit. Pending application of the net proceeds, such proceeds will be invested in short-term interest bearing securities. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges of the Company for fiscal years 1991, 1992, 1993, 1994 and 1995 were 3.54, 2.47, - , 4.98 and 5.71, respectively. For the purpose of computing such ratios, "earnings" represents the aggregate of (a) income before income taxes and extraordinary items and (b) fixed charges. "Fixed charges" represents (a) consolidated interest charges, (b) the amortization of debt discount and expense and premium on indebtedness and (c) the portion of rents representative of the interest factor. Earnings were inadequate to cover fixed charges in fiscal 1993 by $99,255,000 due to restructuring charges in that year. S-3 DESCRIPTION OF NOTES THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES SUPPLEMENTS, AND TO THE EXTENT INCONSISTENT THEREWITH REPLACES, THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE DEBT SECURITIES SET FORTH IN THE ACCOMPANYING PROSPECTUS, TO WHICH DESCRIPTION REFERENCE IS HEREBY MADE. WHENEVER A DEFINED TERM IS REFERRED TO AND NOT HEREIN DEFINED, THE DEFINITION THEREOF IS CONTAINED IN THE ACCOMPANYING PROSPECTUS OR IN THE INDENTURE REFERRED TO THEREIN. GENERAL The Notes will be limited to $50,000,000 in aggregate principal amount and will mature on August 15, 2002. The Notes may not be redeemed prior to maturity and are not entitled to any sinking fund. The Notes will bear interest at the rate per annum set forth on the cover page of this Prospectus Supplement from August 17, 1995 or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 1996, to the persons in whose names the Notes are registered at the close of business on the immediately preceding February 1 and August 1, respectively, whether or not such day is a Business Day. On April 28, 1995 Citibank, N.A. became the successor Trustee under the Indenture. The Company maintains general banking and credit relationships with the Trustee in the ordinary course of business. The Trustee is a member of a syndicate of banks with respect to the Company's revolving credit agreement. BOOK-ENTRY SYSTEM Upon issuance, the Notes will be represented by a Global Security deposited with, or on behalf of, The Depository Trust Company, New York, New York, which will act as Depositary with respect to the Notes (the "Depositary"). The Global Security representing the Notes will be registered in the name of a nominee of the Depositary. Except under the circumstances described in the accompanying Prospectus under "Description of Debt Securities--Global Securities," the Notes will not be issuable in definitive form. So long as the Notes are represented by a Global Security, the Depositary's nominee will be considered the sole owner or holder of the Notes for all purposes under the Indenture, and the beneficial owners of the Notes will be entitled only to those rights and benefits afforded to them in accordance with the Depositary's regular operating procedures. See "Description of Debt Securities--Global Securities" in the Prospectus. The Depositary has advised the Company and the Underwriters as follows: The Depositary is a limited trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to other entities, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly. A further description of the Depositary's procedures with respect to Global Securities is set forth in the accompanying Prospectus under "Description of Debt Securities--Global Securities." The Depositary has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such procedures with respect to the Notes. SAME-DAY FUNDS SETTLEMENT Settlement for the Notes will be made by the Underwriters in immediately available funds. All payments of principal, and, so long as the Notes are represented by a Global Security, interest, will be made in immediately available funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, the Notes will trade in the Depositary's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the Notes will therefore be required by the Depositary to be settled in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes. S-4 UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement dated the date hereof, the Company has agreed to sell to each of the Underwriters named below, severally, and each of the Underwriters has severally agreed to purchase, the principal amount of the Notes set forth opposite the name below:
PRINCIPAL AMOUNT NAME OF NOTES ------------------------------ ---------------- J.P. Morgan Securities Inc.... $ 30,000,000 Salomon Brothers Inc.......... $ 20,000,000 ---------------- Total..................... $ 50,000,000 ---------------- ----------------
Under the terms and conditions of the Underwriting Agreement, the Underwriters are obligated to take and pay for all of the Notes if any are taken. The Underwriters initially propose to offer the Notes directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of .40% of the principal amount of the Notes. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .25% of the principal amount of the Notes to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The Company does not intend to apply for listing of the Notes on a national securities exchange, but has been advised by the Underwriters that they intend to make a market in the Notes. The Underwriters are not obligated, however, to make a market in the Notes and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the ordinary course of their respective businesses, the Underwriters or their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with the Company. S-5