SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 29, 1996
Fluke Corporation
(Exact Name of Registrant as Specified in Charter)
Washington 1-5590 91-0606624
(State of Other Jurisdiction (Commission (IRS Employer Identification
Number)
of Incorporation) File Number)
6920 Seaway Boulevard, Everett, Washington 98203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (206) 347-6100
Item 5. Other Events.
On May 29, 1996 Fluke Corporation issued the attached news release,
attached as Exhibit 99.1 and incorporated herein, regarding the intention
to merge Forte' Networks Inc. with Fluke Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Fluke Corporation
(Registrant)
Date 5/29/96 By /s/ George M. Winn
George M. Winn
President/COO
Exhibit 99.1
FOR IMMEDIATE RELEASE For further information:
May 29, 1996 Gary V. Ball
Manager, Investor
Relations
and Public Affairs
(206) 356-5262
BUSINESS AND FINANCIAL EDITORS
FLUKE AND FORTE' INTEND TO MERGE BUSINESSES
Fluke Corporation (NYSE:FLK) of Everett, Washington, and Forte' Networks
of Colorado Springs, Colorado, jointly announced today their intent to
merge Forte' with Fluke, strengthening Fluke's leadership in the
networking marketplace. It is anticipated that Fluke will issue
approximately 580,000 shares of Fluke common stock in exchange for the
Forte' shares. The transaction will be accounted for as a pooling of
interests and is subject to the completion of due diligence and the
execution of a definitive agreement. The transaction is expected to
close on or around July 1, 1996.
The combination of Fluke Networks Division and Forte' uniquely positions
Fluke in the increasingly important network management, installation and
maintenance marketplace. Fluke has met critical business needs in this
market for over three years with award-winning products that help
manage, test and certify networks. Fluke and Forte' formed an alliance
in 1992, and Forte' has developed products as part of that alliance.
Forte's products have won numerous industry awards since their
introduction. Five leading trade magazines have recognized Forte's most
recent product, the 68X series of LANMeters, for innovation and
excellence this year.
"This transaction represents the culmination of our successful
alliance. We are confident of our ability to achieve market leadership
in the networks business with Fluke's resources and brand position and
Forte's continuing contribution," said Bill Parzybok, Fluke chairman and
chief executive officer. "In keeping with our stated objective to have
transactions of this type make sense both strategically and financially,
we expect this transaction to be accretive to Fluke's earnings in the
first year."
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FLUKE AND FORTE' INTEND TO MERGE BUSINESSES
Page 2
Network products are the fastest growing part of Fluke's business. They
make up over 10 percent of sales. Fluke is aggressively focusing on
this important business. In a press release earlier this month, it
announced the creation of Fluke Networks, a new division focused
explicitly on networking opportunities.
"This merger and the recent formation of Fluke Networks, is a win for
all parties, especially Fluke's customers," said Chris Odell, president
of Forte'. "The consolidation of our businesses will strengthen Fluke's
position as a leading supplier of products and services to professionals
who manage, install and maintain computer networks."
Fluke's mission is to be the leader in compact, professional electronic
test tools. Fluke's products are used by technicians and engineers in
installation, maintenance, service, manufacturing test and quality
functions in a variety of industries throughout the world. Fluke,
founded in 1948, has approximately 2,500 employees worldwide and
distributes its products in over 100 countries. The company's worldwide
headquarters are in Everett, Washington, USA, with European sales and
service headquarters located in Eindhoven, The Netherlands.
