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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
KLA Instruments Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
482480100
CUSIP Number
Bruce R. Wright
Tencor Instruments
One Technology Drive
Milpitas, California 95035
(408) 571-7000
With a copy to:
Richard A. Peers, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301
(415) 324-7000
(Name, address and telephone number
of person authorized to receive
notices and communications)
January 14, 1997
(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 this 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.)
(Page 1 of 7 pages)
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CUSIP NO. 482480100 13D
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).
(Page 2 of 7 pages)
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CUSIP NO. 482480100 13D
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1 NAME OF REPORTING PERSON:
Tencor Instruments
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
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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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
State of California
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7 SOLE VOTING POWER:
In the event the stock option
becomes exercisable and is
exercised in full, Tencor will have
sole voting power with respect to
Number of that number of shares equal to
shares 19.9% of the then outstanding
beneficially shares of Common Stock of KLA,
owned by which, based upon the 31,073,715
each shares of KLA outstanding as of
reporting January 10, 1997, currently equals
person 6,183,670 shares of Common Stock of
with KLA(1).
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8 SHARED VOTING POWER:
N/A
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9 SOLE DISPOSITIVE POWER:
In the event the stock option
becomes exercisable and is
exercised in full, Tencor will have
dispositive power with respect to
that number of shares equal to
19.9% of the then outstanding
shares of Common Stock of KLA,
which, based upon the 31,073,715
shares of KLA outstanding as of
January 10, 1997, currently equals
6,183,670 shares of Common Stock of
KLA (1).
---------------------------------------------
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, Tencor will beneficially own that number of shares equal
to 19.9% of the then outstanding shares of Common Stock of KLA,
which, based upon the 31,073,715 shares of KLA outstanding as of
January 10, 1997, currently equals 6,183,670 shares of Common Stock
of KLA(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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(Page 3 of 7 pages)
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CUSIP NO. 482480100 13D
Item 1. SECURITY AND ISSUER.
The statement on Schedule 13D relates to the Common Stock,
$0.001 par value, of KLA Instruments Corporation ("KLA"), a
Delaware corporation. The principal executive offices of KLA
are located at 160 Rio Robles, San Jose, California, 95161.
Item 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is Tencor
Instruments, a California corporation ("Tencor"), whose
principal business is the design, manufacture, marketing and
servicing of wafer inspection, film measurement and metrology
systems. The principal executive offices of Tencor are located
at One Technology Drive, Milpitas, California 95035.
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, Tencor and KLA entered into an Agreement
and Plan of Reorganization (the "Merger Agreement") among
Tencor, KLA and Tiger Acquisition Corp., a California
corporation and 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 shareholders and stockholders,
respectively, of Tencor and KLA), 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 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 occurrence of certain events, which
may not occur.
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CUSIP NO. 482480100 13D
The purpose of the transactions under the Stock Option
Agreement is to enable Tencor and KLA to consummate the
transactions contemplated under the Merger Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
5(a) Beneficial Ownership: In the event the stock option
becomes exercisable and is exercised in full, Tencor
will beneficially own that number of shares equal to
19.9% of the then outstanding shares of Common Stock
of KLA, which, based upon the 31,073,715 shares of
KLA outstanding as of January 10, 1997, currently
equals 6,183,670 shares of Common Stock of KLA(1).
5(b) Sole Voting Power: In the event the stock option
becomes exercisable and is exercised in full, Tencor
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 KLA, which,
based upon the 31,073,715 shares of KLA outstanding
as of January 10, 1997, currently equals 6,183,670
shares of Common Stock of KLA(1).
5(c) Transactions: On January 14, 1997, Tencor and KLA
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 THE ISSUER.
Arrangements: On January 14, 1997, Tencor and KLA 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 Tencor to enter into the Merger Agreement,
KLA and Tencor entered into a Stock Option
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CUSIP NO. 482480100 13D
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.
As an inducement to KLA to enter into the Merger Agreement,
Tencor and KLA 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1* Agreement and Plan of Reorganization dated
January 14, 1997 by and among Tencor, KLA
Instruments Corporation, a Delaware
corporation ("KLA"), and Tiger Acquisition
Corp., a California corporation and
wholly-owned subsidiary of KLA.
Exhibit 2* Stock Option Agreement dated January 14,
1997 by and between Tencor and KLA
Instruments Corporation, a Delaware
corporation.
Exhibit 3* Stock Option Agreement dated January 14,
1997 by and between KLA Instruments
Corporation, a Delaware corporation and
Tencor.
* Previously filed as exhibit 2.1, exhibit 99.2 and
exhibit 99.3, respectively, to Current Report on
Form 8-K of KLA Instruments Corporation filed 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, Tencor
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 KLA 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.
(Page 6 of 7 pages)
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CUSIP NO. 482480100 13D
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.
TENCOR INSTRUMENTS
By: /s/ Bruce R. Wright
-----------------------------------
Signature
Bruce R. Wright
-----------------------------------
Name
Senior Vice President &
Chief Financial Officer
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Title
Date: January 24, 1997
(Page 7 of 7 pages)
