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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
TENCOR INSTRUMENTS
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
880323100
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(CUSIP Number)
LISA BERRY, VICE PRESIDENT AND GENERAL COUNSEL,
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KLA INSTRUMENTS CORPORATION,
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160 RIO ROBLES
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SAN JOSE, CALIFORNIA 95161
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 14, 1997
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(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-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement |X| . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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).
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SCHEDULE 13D
CUSIP NO. 880323100 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KLA INSTRUMENTS CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER
In the event the stock option becomes
exercisable and is exercised in full, KLA will have sole
voting power with respect to that number of shares equal to
19.9% of the then outstanding shares of Common Stock of
Tencor Instruments, which, based upon the 31,073,715 shares
of Tencor Common Stock outstanding as of January 10, 1997,
currently equals 6,183,669 shares of Common Stock of
Tencor.1
NUMBER OF 8 SHARED VOTING POWER
SHARES N/A
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH In the event the stock option becomes
REPORTING exercisable and is exercised in full, KLA
PERSON will have sole dispositive power with
WITH respect to that number of shares equal to
19.9% of the then outstanding shares of
Common Stock of Tencor Instruments, which,
based upon the 31,073,715 shares of Tencor
Common Stock outstanding as of January 10,
1997, currently equals 6,183,669 shares of
Common Stock of Tencor.1
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
In the event the stock option becomes exercisable and is exercised in
full, KLA will beneficially own that number of shares equal to 19.9% of
the then outstanding shares of Common Stock of Tencor Instruments,
which, based upon the 31,073,715 shares of Tencor Common Stock
outstanding as of January 10, 1997, currently equals 6,183,669 shares of
Common Stock of Tencor.1
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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SCHEDULE 13D
CUSIP NO. 880323100 PAGE 3 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of
Tencor Instruments, a California corporation ("Tencor"). The
principal executive offices of Tencor are located at One
Technology Drive, Milpitas, California 95035.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is KLA
Instruments Corporation, a Delaware corporation ("KLA"). KLA's
principal business is design, manufacture, marketing and
service of yield management and process monitoring systems for
the semi-conductor industry. The address of the principal
executive offices of KLA is 160 Rio Robles, San Jose,
California 95161.
No disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Working Capital
ITEM 4. PURPOSE OF TRANSACTION.
On January 14, 1997, KLA and Tencor entered into an Agreement
and Plan of Reorganization (the "Merger Agreement") among KLA,
Tencor and Tiger Acquisition Corp., a California corporation
and a wholly-owned subsidiary of KLA ("Merger Sub"). Pursuant
to the Merger Agreement, and subject to the conditions set
forth therein (including approval of the transaction by the
stockholders and shareholders, respectively, of KLA and
Tencor), Merger Sub will be merged with and into Tencor (the
"Merger"). At the effective time of the Merger, the separate
existence of Merger Sub will cease and Tencor will continue as
the surviving corporation and as a wholly-owned subsidiary of
KLA.
As an inducement to KLA to enter into the Merger Agreement,
KLA and Tencor entered into a Stock Option Agreement dated
January 14, 1997 pursuant to which Tencor granted KLA
the right, under certain conditions, to acquire shares of
Tencor Common Stock up to a number of shares sufficient to
give KLA 19.9% of Tencor's outstanding Common Stock. Tencor's
obligation to issue shares pursuant to the exercise of the
option is subject to the occurrence of certain events, which
may not occur.
The purpose of the transactions under the Stock Option
Agreement is to enable KLA and Tencor to consummate the
transactions contemplated under the Merger Agreement.
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SCHEDULE 13D
CUSIP NO. 880323100 PAGE 4 OF 6 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
5(a). Beneficial Ownership: In the event the Stock Option
becomes exercisable and is exercised in full, KLA will
beneficially own that number of shares equal to 19.9% of the
then outstanding shares of Common Stock of Tencor Instruments,
which, based upon the 31,073,715 shares of Tencor Common Stock
outstanding as of January 10, 1997, currently equals 6,183,669
shares of Common Stock of Tencor.
5(b). Sole Voting Power: In the event the stock option becomes
exercisable and is exercised in full, KLA will have the sole
power to vote that number of shares equal to 19.9% of the then
outstanding shares of Common Stock of Tencor Instruments,
which, based upon the 31,073,715 shares of Tencor Common Stock
outstanding as of January 10, 1997, currently equals 6,183,669
shares of Common Stock of Tencor.
5(c). Transactions: On January 14, 1997, KLA and Tencor
entered into the Merger Agreement pursuant to which Merger Sub
will be merged with and into Tencor. At the effective time of
the Merger, the separate existence of Merger Sub will cease
and Tencor will continue as the surviving corporation and as a
wholly-owned subsidiary of KLA. Consummation of the Merger
Agreement is subject to the satisfaction or waiver of a number
of conditions to closing.
5(d). Not applicable
5(e). Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
Arrangements: On January 14, 1997, KLA and Tencor entered into
the Merger Agreement pursuant to which Merger Sub will be
merged with and into Tencor. At the effective time of the
Merger, the separate existence of Merger Sub will cease and
Tencor will continue as the surviving corporation and as a
wholly-owned subsidiary of KLA. Consummation of the Merger
Agreement is subject to the satisfaction or waiver of a number
of conditions to closing.
As an inducement to KLA to enter into the Merger Agreement,
KLA and Tencor entered into a Stock Option Agreement dated
January 14, 1997 pursuant to which Tencor granted KLA the
right, under certain conditions, to acquire shares of Tencor
Common Stock up to a number of shares sufficient to give KLA
19.9% of Tencor's outstanding Common Stock. Tencor's
obligation to issue shares pursuant to the exercise of the
option is subject to the satisfaction or waiver of certain
conditions.
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SCHEDULE 13D
CUSIP NO. 880323100 PAGE 5 OF 6 PAGES
As an inducement to Tencor to enter into the Merger Agreement,
KLA and Tencor entered into a Stock Option Agreement dated
January 14, 1997 pursuant to which KLA granted Tencor the
right, under certain conditions, to acquire shares of KLA
Common Stock up to a number of shares sufficient to give
Tencor 19.9% of KLA's outstanding Common Stock. KLA's
obligation to issue shares pursuant to the exercise of the
option is subject to the satisfaction or waiver of certain
conditions.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1* Agreement and Plan or Reorganization dated
January 14, 1997 by and among KLA, a Delaware
corporation, Tiger Acquisition Corp., a California
corporation and a wholly-owned subsidiary of KLA,
and Tencor Instruments, a California corporation.
Exhibit 2* Stock Option Agreement dated January 14, 1997 by
and between Tencor, a California corporation and
KLA, a Delaware corporation.
Exhibit 3* Stock Option Agreement dated January 14, 1997 by
and between KLA, a Delaware corporation and
Tencor, a California corporation.
* Previously filed as Exhibit 2.1, Exhibit 99.2 and
Exhibit 99.3, respectively, to the Current Report
on Form 8-K of KLA Instruments Corporation filed
on January 22, 1997.
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(1) The stock option is not exercisable except upon the occurrence of certain
events, which may or may not occur. Due to the contingent nature of the stock
option, as of the date of this Schedule 13D, KLA disclaims beneficial ownership
of the shares subject to the stock option. The number of shares issuable upon
exercise of the option shall be adjusted in the event that any additional shares
of Tencor Common Stock are issued. In the event the Merger is consummated, KLA
will acquire all of the outstanding Common Stock of Tencor and Tencor will
become a wholly-owned subsidiary of KLA.
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SCHEDULE 13D
CUSIP NO. 880323100 PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 24, 1997
KLA INSTRUMENTS CORPORATION
By: /s/ Robert J. Boehlke
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Robert J. Boehlke
Vice President, Finance and
Chief Financial Officer
