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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
KEITHLEY INSTRUMENTS, INC.
(NAME OF ISSUER)
KEITHLEY INSTRUMENTS, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON SHARES, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
487584104
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOSEPH P. KEITHLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD, SOLON, OHIO 44139
(440) 248-0400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
JOHN M. GHERLEIN
BAKER & HOSTETLER LLP
3200 NATIONAL CITY CENTER
1900 EAST 9TH STREET
CLEVELAND, OHIO 44114-3485
(216) 621-0200
NOVEMBER 11, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule") relates to the offer by Keithley Instruments, Inc., an Ohio
corporation (the "Company"), to purchase up to 2,000,000 (or such lesser number
as are properly tendered) of its common shares, without par value (the
"Shares"), at prices not greater than $7.00 per Share and not less than $5.75
per Share, net to the seller in cash, without interest thereon, as specified by
the shareholders tendering their Shares, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 11, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal (the Offer to
Purchase and the Letter of Transmittal, collectively, as amended or
supplemented from time to time, the "Offer"), and is intended to satisfy the
reporting requirements of Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13e-4 is hereby amended and supplemented to add
Exhibit (a)(11).
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(a)(1) Offer to Purchase*
(a)(2) Letter of Transmittal*
(a)(3) Notice of Guaranteed Delivery*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
(a)(6) Letter to Participants in the Keithley Instruments, Inc.
1993 Employee Stock Purchase Plan*
(a)(7) Letter to Shareholders from Joseph P. Keithley, President
and Chief Executive Officer of the Company, dated as of
November 11, 1998.*
(a)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(9) Summary Advertisement dated as of November 12, 1998.*
(a)(10) Press Release dated as of November 11, 1998.*
(a)(11) Letter to Participants in the Keithley Instruments, Inc.
Dividend Reinvestment Plan.
(b)(1) Credit Agreement dated as of May 31, 1994, by and among the
Company and certain borrowing subsidiaries, and the banks
named therein and NBD Bank, as agent.**
(b)(2) First Amendment dated as of March 28, 1997, to the Credit
Agreement dated as of May 31, 1994.***
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
<FN>
* Previously filed
** Incorporated by reference herein from Exhibit 10(u) of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994
(File No. 1-9965)
***Incorporated by reference herein from Exhibit 10(y) of the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997
(File No. 1-9965)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 is true, complete and
correct.
Dated as of: November 18, 1998 KEITHLEY INSTRUMENTS, INC.
By: /s/ Joseph P. Keithley
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Name: Joseph P. Keithley
Title: President and Chief Executive
Officer
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Exhibit (a)(11)
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KEITHLEY LOGO KEITHLEY INSTRUMENTS, INC.
28775 Aurora Road
Solon, Ohio 44139
(440) 248-0400
Fax (440) 248-6168
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November 18, 1998
To Participants in the Keithley Instruments, Inc. Dividend Reinvestment Plan:
Keithley Instruments, Inc. (the "Company") is offering to purchase up to
2,000,000 of its common shares, without par value (the "Shares"), from existing
shareholders, including participants in the Company's Dividend Reinvestment Plan
(the "Plan"). The purchase price will not be in excess of $7.00 nor less than
$5.75 per Share. The Company is conducting the offer through a procedure
commonly referred to as a "Dutch Auction." This procedure allows you to select
the price within the range of $5.75 to $7.00 at which you are willing to sell
your Shares to the Company. The actual purchase price will be determined by the
Company in accordance with the terms of the offer. The offer represents
approximately 40.0% of the currently outstanding Shares.
Any participant in the Plan whose Shares are properly tendered directly to
First Chicago Trust Company of New York, the Depositary for the offer, and
purchased pursuant to the offer will receive the net purchase price in cash,
without interest, and will not incur the usual transaction costs associated with
open market sales. Participants in the Plan who own fewer than 100 shares should
note that the offer represents an opportunity for them to sell some or all of
their shares without having to pay brokerage commissions or odd lot discounts.
The terms and conditions of the offer are explained in detail in the Offer
to Purchase and the related Letter of Transmittal that were provided to you
earlier. I encourage you to read these materials carefully before making any
decision with respect to the offer. To tender Shares held in the Plan, please
follow the instructions in the materials previously provided to you, but on the
first page of the Letter of Transmittal under the heading "Share Certificate
Number" write the letters "DRP," indicate the number of Shares held in the Plan
and indicate the number of Shares held in the Plan that you wish to tender.
Neither the Company nor the Board of Directors of the Company makes any
recommendation to shareholders as to whether to tender or refrain from tendering
their Shares. Each shareholder must make the decision whether to tender such
shareholder's Shares and, if so, how many Shares to tender and the price or
prices at which such Shares should be tendered. The Company has been advised
that none of its directors or executive officers intends to tender any Shares
pursuant to the offer.
The offer commenced on November 11, 1998. The offer will expire at 12:00
Midnight, New York City time, on Thursday, December 10, 1998, unless extended by
the Company. If you have any questions regarding the offer or need assistance in
tendering your Shares or need additional copies of any of the materials
pertaining to the Offer, please contact MacKenzie Partners, Inc., the
Information Agent for the offer, at (800) 322-2885, or Credit Suisse First
Boston Corporation, the Dealer Manager for the offer, at (800) 646-4543.
Sincerely,
/s/ Joseph P. Keithley
Joseph P. Keithley
President and Chief Executive Officer
