SC14D9C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

Tektronix, Inc.

(Name of Subject Company)

Tektronix, Inc.

(Names of Person(s) Filing Statement)

Common Stock, no par value,
including the preferred share purchase rights attached thereto

(Title of Class of Securities)

879131100

(CUSIP Number of Class of Securities)

James F. Dalton

Sr. Vice President and General Counsel

Tektronix, Inc.

14200 SW Karl Braun Dr.

Beaverton, Oregon 97077

(503) 627-6700

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Henry H. Hewitt

Margaret Hill Noto

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, Oregon 97204-1268

(503) 224-3380

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

IMPORTANT INFORMATION

This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix, Inc. (“Tektronix”) common stock described in this filing has not commenced. At the time the expected tender offer is commenced, Danaher Corporation and Raven Acquisition Corp. expect to file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Tektronix expects to file a solicitation/recommendation statement with respect to the tender offer. Investors and Tektronix shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement prior to making any decisions with respect to the tender offer because they will contain important information, including the terms and conditions of the tender offer. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all shareholders of Tektronix at no expense to them. These documents will also be available at no charge at the SEC’s website at www.sec.gov.

* * * * *

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This filing, including the exhibits hereto, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be forward-looking statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the closing of the tender offer or the merger set forth in the merger agreement will not be satisfied; obtaining regulatory approvals if required for the transaction; changes in Tektronix’s business during the period between now and the closing; and other risks described from time to time in Tektronix’s SEC periodic reports and filings. Tektronix assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

* * * * *

Item 9. Exhibits.

(d)Exhibits

99.1	Joint Press Release dated October 15, 2007 issued by Danaher Corporation and Tektronix, Inc.
99.2	Transcript of a webcast conducted by Tektronix, Inc. on October 15, 2007.
99.3	Articles from Tektronix Currents publication emailed to all Tektronix employees on October 15, 2007.

EX-99.1

Exhibit 99.1

DANAHER TO ACQUIRE TEKTRONIX, INC. FOR $38.00 PER SHARE, OR $2.8 BILLION

•Tektronix Board of Directors unanimously recommends acceptance of all-cash offer

•Addition of Tektronix would significantly expand Danaher’s leading global position in Electronic Test

Washington, D.C. and Beaverton, Ore., October 15, 2007 — Danaher Corporation (NYSE: DHR) and Tektronix, Inc. (NYSE: TEK) today announced they have reached a definitive agreement under which Danaher will make a cash tender offer to acquire all of the outstanding common shares of Tektronix for $38.00 per share.  The aggregate purchase price is approximately $2.8 billion, including debt, transaction costs and net of cash acquired.

The Board of Directors of Tektronix has unanimously recommended that Tektronix shareholders accept and tender their shares into the offer, which represents a premium of approximately 34% to Tektronix’s closing price on October 12, 2007. The offer is subject to customary conditions, including tender of a majority of the outstanding shares into the offer (on a fully diluted basis but excluding any shares issuable pursuant to the Tektronix Notes), regulatory approvals, and the absence of a material adverse change with respect to Tektronix.  The transaction is expected to be completed in the fourth quarter of 2007.

With annual revenues of approximately $1.1 billion, Tektronix is a leading supplier of test, measurement, and monitoring products enabling the design, manufacture, and management of next-generation global communications networks, computing and advanced technologies.  Tektronix’s products and solutions address the needs of industry leaders in the communications, computer, semiconductor and consumer electronics — as well as military/aerospace, education and a broad range of other industries.

Tektronix would become part of Danaher’s Electronic Test platform, joining Danaher’s Fluke and Fluke Networks businesses, and nearly doubling the platform’s revenues.  The combined brands are some of the most highly recognized in each of their respective product segments.

Danaher’s President and CEO, H. Lawrence Culp, Jr., said, “With its well recognized brand, significant global reach and broad based expertise in providing solutions for end-users in research and product development for high-growth industries we believe  Tektronix provides an excellent complement to our existing Electronic Test business.  We have long admired Tektronix’s product innovation and excellent reputation. Through the application of the Danaher Business System we believe we can continue to deliver strong results in our established businesses and look at attractive adjacent markets for future growth opportunities. We are very pleased to welcome Tektronix’s management team and associates to Danaher.”

Richard H. Wills, Chairman of the Board, President and Chief Executive Officer of Tektronix, said, “The combination of Danaher and Tektronix enables us to leverage each other’s strengths and build on our  commitment to long-term growth, innovaton and continuous productivity improvement.  We believe this is a compelling transaction for Tektronix shareholders and that the combined efforts of Danaher and Tektronix will extend the leadership position we have built in our served markets throughout the world.”

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The transaction will be a “fundamental change” under the terms of the indenture governing Tektronix’s $345 million aggregate principal amount 1.625% Senior Convertible Notes due 2012, which will entitle the noteholders to convert their notes into a cash amount based on the value of a certain number of common shares to be determined by a formula set forth in the indenture.

Danaher and Tektronix will hold a conference call today at 9:00 a.m. EDT to discuss this transaction. The U.S. dial-in number is 888-204-4519; the international dial-in number is 913-312-9330; with reference ID Code 9416681. A telephone replay will be available by dialing 888-203-1112 in the US; and 719-457-0820 internationally; with ID Code 9416681. The replay will be available through October 22, 2007. The conference call and replay will also be available via webcast in the Investor section of www.danaher.com and www.tektronix.com.

Danaher 3^rd Quarter Outlook

Danaher also announced today that adjusted earnings per share for the third quarter of 2007 are anticipated to be at, or slightly above, the high end of the previously communicated range of $0.92 to 0.97 per share before the impact of approximately $0.04 per share from certain favorable tax items and a lower tax rate that the Company expects to record during the quarter.

About Danaher

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools and Components www.danaher.com.

About Tektronix

Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for the communications, computer, consumer electronics, and education industries — as well as military/aerospace, semiconductor, and a broad range of other industries worldwide. With 60 years of experience, Tektronix enables its customers to design, build, deploy, and manage next-generation global communications networks, advanced and pervasive technologies. Headquartered in Beaverton, Oregon, Tektronix has operations in 19 countries worldwide. Tektronix’s Web address is www.tektronix.com.

NOTICE TO INVESTORS: This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix common stock described in this press release has not commenced. At the time the offer is commenced an indirect, wholly-owned subsidiary of Danaher will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Tektronix will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Tektronix security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.

Statements in this document that are not strictly historical, including statements regarding Danaher’s expected results for the third quarter of 2007, the proposed acquisition of Tektronix, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, the conversion of Tektronix’s convertible notes, future opportunities for the combined company and any other statements about managements’ future expectations, beliefs, goals, plans or prospects, may constitute forward looking statements.  There are a number of risks and uncertainties that could cause actual results or events to differ materially from those suggested or indicated by such forward looking statements, including: conditions affecting the industries in which Tektronix operates; the uncertainty of regulatory approvals; the parties’ ability to satisfy the tender offer andmerger agreement conditions and consummate the transaction; Danaher’s ability to successfully integrate Tektronix’s operations and employees with Danaher’s existing business; the ability to realize anticipated synergies and cost savings; and the other factors described in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2006 and other SEC filings of Danaher as well as the SEC filings of Tektronix, including Tektronix’s Annual Report on Form 10-K for the year ended May 26, 2007 and

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Tektronix’s Quarterly Report on Form 10-Q for the quarter ended September 1, 2007. These forward-looking statements speak only as of the date of this release and neither Danaher nor Tektronix intends to update any forward looking statement except as required by law.

Danaher contacts:

Investors:

Andy Wilson
Vice President, Investor Relations
Danaher Corporation
(202) 828-0850

Media:

Dan Gagnier

Sard Verbinnen & Co.

(212) 687-8080 X226

Tektronix contacts:

Investors:

Paul Oldham

VP Treasurer and Investor Relations

Tektronix, Inc.

503 627-4027

Media:

Alisha Goff

Corporate Communications

Tektronix, Inc.

503 627-7075

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EX-99.2

Exhibit 99.2

Greetings to all Tektronix employees from our headquarters building in Beaverton, Oregon.

I want to talk to all of you about an important announcement that impacts our employees, customers and shareholders. I am very excited about this announcement and believe it will help us to move from being a very good company to an even better company.

First, some background information:

During the last four years our strategy has been to win or grow a product category at a time in order to drive profitable growth. With your hard work and dedication we have been successfully executing that strategy. Today’s important announcement will allow us to accelerate our vision and long-term growth strategy.

Today, we announced that Tektronix has signed an agreement to become a part of Danaher Corporation. They are a multi-billion dollar corporation and a leading manufacturer of Professional Instrumentation, Medical Technologies, Industrial Technologies, Tools and Components. They are headquartered in Washington, DC.

We will be part of the Electronics Test platform. Within Electronics Test are two very successful and familiar units, which are Fluke and Fluke Networks. Tektronix will operate as a fairly autonomous business, much as we do today and as Fluke has operated during the past ten years as part of Danaher.

Like Tektronix, Fluke has a very long history in Electronics Test. Headquartered near Seattle, Washington, Fluke is a leader in professional handheld electronic tools, calibration equipment and networking products. Go into any of our labs or our main manufacturing centers and you will find many Fluke products. They are global leaders in their field, about the same size as Tektronix and we have very little overlap.

I see four main benefits for Tektronix as part of Danaher’s Electronics Test platform and a peer to Fluke:

•1st there is the obvious opportunity for collaboration in new product development.

•2nd together we will have a broader portfolio for the distribution channel.

•3rd we can leverage resources in emerging markets such as China & India.

•4th there is the potential for utilizing Danaher’s acquisition capability to further build the Tektronix platform.

In addition, Danaher’s proven management systems and toolset, called Danaher Business Systems, will help us greatly improve productivity and will accelerate our ability to achieve greater leverage in our business model. As you know this is a key focus area for

us in FY 08. Of course we must at the same time stay true to our brand with a strong emphasis on innovation. I believe that these two go hand in hand.

So what happens next?

First, although we have announced the acquisition, it will take many weeks before the final transaction takes place. In the mean time we remain an independent public company and need to remain focused on driving our business results.

In the near term, there are many employee meetings that are being kicked off around the world and will continue for the next several weeks. Also, look for the latest on TekWeb.

I know you have many, many questions and I will not attempt to answer all of them here. You will be hearing much more in the coming days. I do want to hit a couple of the big answers to questions you may have:

•1st the name Tektronix is a very strong brand and will remain so.

•2nd Tektronix will operate as a separate operating company within Danaher.

•3rd The two platform structure will remain the same.

•4th No changes to employee benefits in 2008.

In Summary

Of course, I know this is a surprise to everyone and I understand that. It is my belief that being part of the Danaher organization, a major component in their Electronic Tests platform and an equal partner with Fluke, will allow us to accelerate our profitable growth journey and leadership strategy.

My request to all of you is to simply keep doing what you have been doing, focusing on satisfying our customers and beating the competition. Also, stay tuned for more information as it becomes available.

Thank you all for you patience. I hope to see most of you face to face in the coming days and weeks. I am very excited about this transformational step and what it means to us and our customers.

IMPORTANT INFORMATION

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix, Inc. (“Tektronix”) common stock described in this document has not commenced. At the time the expected tender offer is commenced, Danaher Corporation and Raven Acquisition Corp. expect to file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Tektronix expects to file a solicitation/recommendation statement with respect to the tender offer. Investors and

Tektronix shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement prior to making any decisions with respect to the tender offer because they will contain important information, including the terms and conditions of the tender offer. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all shareholders of Tektronix at no expense to them. These documents will also be available at no charge at the SEC’s website at www.sec.gov.

* * * * *

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be forward-looking statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the closing of the tender offer or the merger set forth in the merger agreement will not be satisfied; obtaining regulatory approvals if required for the transaction; changes in Tektronix’s business during the period between now and the closing; and other risks described from time to time in Tektronix’s SEC periodic reports and filings. Tektronix assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

EX-99.3

Exhibit 99.3

Subject:	Tektronix To Join Forces with Danaher Corporation
From:	Rick Wills, Tektronix President and CEO

Today, we announced Tektronix signed a definitive agreement to become a part of Danaher Corporation. Danaher is a multi-billion dollar corporation with business segments that include: Professional Instrumentation (including Electronic Test), Medical Technologies, Industrial Technologies, and Tools and Components. Tektronix will become part of the Electronic Test platform, and will operate as a stand-alone operating company, much as it does today.

I am very excited about this agreement and believe that this new relationship will accelerate our journey from being a very good company to an even better company. By joining forces with Danaher, we will be able to leverage each other’s strengths to make us an even stronger force in the market. Our solid market position, commitment to innovation and global distribution system will enhance Danaher’s strong leadership presence in the global test and measurement market. Our customers will benefit from the focused distribution channel that Fluke offers at the low end, our expertise at the high end, and our combined commitment to expanding our global reach, particularly in India and China. In addition, Danaher’s proven business management toolset will allow us to continuously improve productivity and will accelerate our ability to achieve greater leverage in our business model. As you know, this is a key focus area in FY08. Finally, this will further enable us to deliver on our commitment to provide our customers with the leadership products and global solutions to help them meet their technology and business needs.

I’ve spent a great deal of time considering all of the options for the future of the company. Tektronix will be a great fit with Danaher for a number of reasons. First and foremost, we share the same values. Danaher has a customer focused approach, a commitment to profitable growth, and a strong belief that the best team wins. We know that we have some of the best teams in the industry (YOU!) because we have been winning market share and the latest numbers prove it. In addition, Tektronix employees will be part of a much bigger company that has a proven track record for growth. Together, we should be able to offer expanded opportunities for employee training and development as well as the potential for career opportunities in other T&M product lines.

As you can imagine, there will be a lot of activity in the coming days and weeks as we work to close the deal and become part of the Danaher family. I know you will have a lot of questions and we will work very hard to ensure that we communicate everything we can as soon as we can. We have a series of meetings planned today and tomorrow in Beaverton and Richardson, where US-based employees can attend or call into the meetings (details below). If you are in an international location, your manager will be in touch with you soon, and we also have a number of site visits planned in many of the regional locations over the next few weeks. Rich McBee will represent me in Europe starting this week, and John Major will be traveling to China. I am planning several trips to Asia, including China, in the coming weeks. In many locations, a senior Danaher executive will also attend. Additionally, we have set up a link on TekWeb where you can submit any questions you might have on this topic. We will be monitoring your questions and will do our best to supply timely answers through your managers as we move through this process.

You can also access TekWeb to find out a little more about why I think this acquisition is such a great strategic fit for Tektronix.

Due to space limitations, please attend the meeting time and place assigned to your office building. Also, there is a limit to the number of dial-in callers that we can handle, so please attend in person if you are on campus.

IMPORTANT INFORMATION

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix, Inc. (“Tektronix”) common stock described in this document has not commenced. At the time the expected tender offer is commenced, Danaher Corporation and Raven Acquisition Corp. expect to file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Tektronix expects to file a solicitation/recommendation statement with respect to the tender offer. Investors and Tektronix shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement prior to making any decisions with respect to the tender offer because they will contain important

information, including the terms and conditions of the tender offer. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all shareholders of Tektronix at no expense to them. These documents will also be available at no charge at the SEC’s website at www.sec.gov.

* * * * *

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be forward-looking statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the closing of the tender offer or the merger set forth in the merger agreement will not be satisfied; obtaining regulatory approvals if required for the transaction; changes in Tektronix’s business during the period between now and the closing; and other risks described from time to time in Tektronix’s SEC periodic reports and filings. Tektronix assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

Subject:	Tektronix To Join Forces with Danaher Corporation
From:	Rick Wills, Tektronix President and CEO

Today, we announced Tektronix signed a definitive agreement to become a part of Danaher Corporation. Danaher is a multi-billion dollar corporation with business segments that include: Professional Instrumentation (including Electronic Test), Medical Technologies, Industrial Technologies, and Tools and Components. Tektronix will become part of the Electronics Test platform.

Within Electronics Test are two very successful and familiar units, Fluke and Fluke Networks. Tektronix will operate as a fairly autonomous business, much as we do today and as Fluke has operated during the past ten years as part of Danaher.

I am very excited about this agreement and believe that this new relationship will accelerate our journey from being a very good company to an even better company. By joining forces with Danaher, we will be able to leverage each other’s strengths to make us an even stronger force in the market. Our solid market position, commitment to innovation and global distribution system will enhance Danaher’s strong leadership presence in the global test and measurement market. Our customers will benefit from the focused distribution channel that Fluke offers at the low end, our expertise at the high end, and our combined commitment to expanding our global reach, particularly in India and China. In addition, Danaher’s proven business management toolset will allow us to continuously improve productivity and will accelerate our ability to achieve greater leverage in our business model. As you know, this is a key focus area in FY08. Finally, this will further enable us to deliver on our commitment to provide our customers with the leadership products and global solutions to help them meet their technology and business needs.

I’ve spent a great deal of time considering all of the options for the future of the company. Tektronix will be a great fit with Danaher for a number of reasons. First and foremost, we share the same values. Danaher has a customer focused approach, a commitment to profitable growth, and a strong belief that the best team wins. We know that we have some of the best teams in the industry (YOU!) because we have been winning market share and the latest numbers prove it. In addition, Tektronix employees will be part of a much bigger company that has a proven track record for growth. Together, we should be able to offer expanded opportunities for employee training and development as well as the potential for career opportunities in other T&M product lines.

As you can imagine, there will be a lot of activity in the coming days and weeks as we work to close the deal and become part of the Danaher family. I know you will have a lot of questions and we will work very hard to ensure that we communicate everything we can as soon as we can. We have a series of meetings planned today and tomorrow in Beaverton and Richardson, where US-based employees can attend or call into the meetings (details below). If you are in an international location, your manager will be in touch with you soon, and we also have a number of site visits planned in many of the regional locations over the next few weeks. Rich McBee will represent me in Europe starting this week, and John Major will be traveling to China. I am planning several trips to Asia, including China, in the coming weeks. In many locations, a senior Danaher executive will also attend. Additionally, we have set up a link on TekWeb where you can submit any questions you might have on this topic. We will be monitoring your questions and will do our best to supply timely answers through your managers as we move through this process.

You can also access TekWeb to find out a little more about why I think this acquisition is such a great strategic fit for Tektronix.

Due to space limitations, please attend the meeting time and place assigned to your office building. Also, there is a limit to the number of dial-in callers that we can handle, so please attend in person if you are on campus.

IMPORTANT INFORMATION

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Tektronix, Inc. (“Tektronix”) common stock described in this document has not commenced. At the time the expected tender offer is commenced, Danaher Corporation and Raven Acquisition Corp. expect to file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Tektronix expects to file a solicitation/recommendation statement with respect to the

tender offer. Investors and Tektronix shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement prior to making any decisions with respect to the tender offer because they will contain important information, including the terms and conditions of the tender offer. When available, the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all shareholders of Tektronix at no expense to them. These documents will also be available at no charge at the SEC’s website at www.sec.gov.

* * * * *

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be forward-looking statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the closing of the tender offer or the merger set forth in the merger agreement will not be satisfied; obtaining regulatory approvals if required for the transaction; changes in Tektronix’s business during the period between now and the closing; and other risks described from time to time in Tektronix’s SEC periodic reports and filings. Tektronix assumes no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.