<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
COMMISSION FILE NUMBER 1-9965
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
SOLON, OHIO 44139
<PAGE> 2
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
AND SUPPLEMENTAL SCHEDULES
--------------------------
PAGE
----
Report of independent accountants 1
Financial statements:
Statement of Net Assets Available for
Plan Benefits, with Fund Information as
of December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for
Plan Benefits, with Fund Information for the
year ended December 31, 1997 3
Notes to financial statements 4-8
Supplemental schedules:
Schedule of assets held for investment at
December 31, 1997 Schedule I
Schedule of reportable transactions for
the year ended December 31, 1997 Schedule II
NOTE: Certain schedules required under the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted as the
conditions under which they are required are not present.
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
July 6, 1998
To the Participants and Administrator
of the Keithley Instruments, Inc.
Retirement Savings Trust and Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and
Plan at December 31, 1997 and 1996, and the changes in net assets available for
plan benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets available
for plan benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. Schedules I and II and the Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
<PAGE> 4
<TABLE>
<CAPTION>
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
Schwab U.S.
Treasury
Schwab Stable Money Market Fidelity Aim
Magic Fund Value Fund Fund Puritan Fund Charter Fund
---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Investment balance - $4,701,890 $ -- $ 577,401 $ 2,335,134 $3,519,323
December 31, 1997
Receivables
Employer -- 3,269 682 3,335 3,516
Participants -- 17,971 3,449 18,367 19,568
Loans to participants -- -- -- - --
---------- ---------- ---------- ----------- ----------
Net assets available for Plan $4,701,890 $ 21,240 $ 581,532 $ 2,356,836 $3,542,407
benefits - December 31, 1997 ========== ========== ========== =========== ==========
Investment balance - $4,733,651 $ -- $ 333,146 $ 1,708,973 $2,620,402
December 31, 1996
Receivables
Employer 6,636 -- 1,213 5,321 5,927
Participants 21,372 -- 2,245 18,516 22,313
Loans to participants -- -- -- - --
---------- ---------- ---------- ---------- ----------
Net assets available for Plan $4,761,659 $ -- $ 336,604 $ 1,732,810 $2,648,642
benefits - December 31, 1996 ============ ========== ========== =========== ==========
<CAPTION>
T. Rowe
Price T. Rowe
Twentieth Twentieth Science & Price New
Century Fidelity Century Technology Horizons Scudder
Select Fund Magellan Fund Growth Fund Fund Fund Global Fund
----------- ------------- ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment balance - $3,464,050 $2,820,848 $2,357,923 $1,035,580 $ 869,920 $ 725,157
December 31, 1997
Receivables
Employer 2,439 3,487 2,447 3,214 1,758 1,028
Participants 13,044 17,977 12,896 17,700 10,050 5,614
Loans to participants -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for Plan
benefits - December 31, 1997 $3,479,533 $2,842,312 $2,373,266 $1,056,494 $ 881,728 $ 731,799
========== ========== ========== ========== ========== ==========
Investment balance -
December 31, 1996 $2,643,579 $2,218,430 $1,796,851 $ 838,417 $ 622,422 $ 555,878
Receivables
Employer 3,242 6,770 3,381 5,095 4,159 1,768
Participants 14,743 24,345 14,955 19,196 13,484 7,093
Loans to participants -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for Plan
benefits - December 31, 1996 $2,661,564 $2,249,545 $1,815,187 $ 862,708 $ 640,065 $ 564,739
========== ========== ========== ========== ========== ==========
<CAPTION>
Personal
Vanguard Pioneer Choice
Index Capital Retirement
Extended Growth Account
Market Fund A Fund Fund Cash Loan Fund Total
----------- ----------- ----------- ----------- ------------- -----------
<C> <C> <C> <C> <C> <C> <C>
Investment balance -
December 31, 1997 $ 665,302 $ 371,147 $ 336,121 $ -- $ -- $23,779,796
Receivables
Employer 1,071 1,164 -- -- -- 27,410
Participants 5,633 6,900 -- -- -- 149,169
Loans to participants -- -- -- -- 168,509 168,509
------------ ----------- ----------- ----------- ----------- -----------
Net assets available for Plan
benefits - December 31, 1997 $ 672,006 $ 379,211 $ 336,121 $ -- $ 168,509 $24,124,884
============ =========== =========== =========== =========== ===========
Investment balance -
December 31, 1996 $ 491,168 $ 256,670 $ -- $ 5,996 $ -- $18,825,583
Receivables
Employer 1,548 1,514 -- -- -- 46,574
Participants 4,737 6,998 -- (91) -- 169,906
Loans to participants -- -- -- -- 162,503 162,503
------------ ----------- ----------- ----------- ----------- -----------
Net assets available for Plan
benefits - December 31, 1996 $ 497,453 $ 265,182 $ -- $ 5,905 $ 162,503 $19,204,566
============ =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
Schwab U.s.
Treasury
Schwab Stable Money Fidelity Aim
Magic Fund Value Fund Market Fund Puritan Fund Charter Fund
---------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for Plan $ 4,761,659 $ -- $ 336,604 $ 1,732,810 $ 2,648,642
benefits - January 1, 1997 -- -- -- -- --
Contributions
Employer 39,248 3,269 7,237 42,908 43,869
Participants 261,843 17,805 42,144 272,110 252,627
Loan activity, net (4,276) 166 (38) 1,667 726
Net appreciation (depreciation)
in fair value of investments 299,773 -- -- 220,774 304,829
Interest 271 -- 17,461 -- 419
Dividends -- -- -- 183,029 372,337
Asset-based fees (31,600) -- (665) (3,253) (5,033)
Distributions and withdrawals (378,091) -- (58,118) (67,053) (185,826)
Transfers between funds (246,937) -- 236,907 (26,156) 109,817
----------- ----------- ----------- ----------- -----------
Net assets available for Plan $ 4,701,890 $ 21,240 $ 581,532 $ 2,356,836 $ 3,542,407
benefits - December 31, 1997 ============ ========= ========== ============ ===========
T. Rowe
Price T. Rowe
Twentieth Fidelity Twentieth Science & Price New
Century Magellan Century Technology Horizons
Select Fund Fund Growth Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<C> <C> <C> <C> <C>
Net assets available for Plan
benefits - January 1, 1997 $ 2,661,564 $ 2,249,545 $ 1,815,187 $ 862,708 $ 640,065
-- -- --
Contributions
Employer 28,938 51,521 28,279 42,487 27,468
Participants 161,812 304,751 150,576 280,184 200,672
Loan activity, net 3,057 (3,680) (3,934) (5,176) 3,093
Net appreciation (depreciation)
in fair value of investments 295,075 403,081 186,819 (95,056) 53,534
Interest -- -- 490 489 --
Dividends 549,114 179,099 343,772 98,353 21,113
Asset-based fees (4,918) (3,984) (3,473) (1,574) (1,160)
Distributions and withdrawals (126,033) (111,480) (133,204) (31,739) (26,353)
Transfers between funds (89,076) (226,541) (11,246) (94,182) (36,704)
------------ ----------- ----------- ----------- -----------
Net assets available for Plan $ 3,479,533 $ 2,842,312 $ 2,373,266 $ 1,056,494 $ 881,728
benefits - December 31, 1997 ============ =========== =========== =========== ===========
Personal
Vanguard Pioneer Choice
Index Capital Retirement
Scudder Extended Growth A Account
Global Fund Market Fund Fund Fund Cash
------------ ------------ ------------ ------------ ------------
<C> <C> <C> <C> <C>
Net assets available for Plan
benefits - January 1, 1997 $ 564,739 $ 497,453 $ 265,182 $ -- $ 5,905
Contributions
Employer 12,147 12,537 14,259 925 --
Participants 71,975 76,027 92,460 4,294 --
Loan activity, net (3,538) 1,230 935 -- --
Net appreciation (depreciation)
in fair value of investments (20,238) 83,605 13,105 (10,947) --
Interest -- -- -- -- --
Dividends 118,747 45,082 37,688 -- --
Asset-based fees (1,042) (886) (539) (400) --
Distributions and withdrawals (28,750) (107,102) (9,834) -- --
Transfers between funds 17,759 64,060 (34,045) 342,249 (5,905)
----------- ----------- -------------- ------------ ------------
Net assets available for Plan $ 731,799 $ 672,006 $ 379,211 $ 336,121 $ --
benefits - December 31, 1997 =========== =========== ============== ============ ============
<CAPTION>
Loan Fund Total
------------ ------------
<C> <C>
Net assets available for Plan
benefits - January 1, 1997 $ 162,503 $ 19,204,566
Contributions
Employer -- 355,092
Participants -- 2,189,280
Loan activity, net 18,336 8,568
Net appreciation (depreciation)
in fair value of investments -- 1,734,354
Interest -- 19,130
Dividends -- 1,948,334
Asset-based fees -- (58,527)
Distributions and withdrawals (12,330) (1,275,913)
Transfers between funds -- --
------------ ------------
Net assets available for Plan $ 168,509 $ 24,124,884
benefits - December 31, 1997 ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - PLAN DESCRIPTION:
- --------------------------
The following description of the Keithley Instruments, Inc. Retirement Savings
Trust and Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
Participation
-------------
The Plan is a defined contribution plan, established on January 1, 1988,
covering all domestic employees of Keithley Instruments, Inc. and its
participating subsidiaries (the "Company") who have attained age twenty-one. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Administration
--------------
The Plan is administered by the Company (the "Administrator"). The
administration of the Plan includes exercising all necessary powers as provided
by the Plan to interpret and apply the Plan provisions. The Company is vested
with the right to settle claims or debts and to defend any claims arising from
the operation of the Plan. The Company's Board of Directors has appointed three
individuals to act as trustee of the Plan. Schwab Retirement Services, Inc.
(Schwab) and Key Trust Company of Ohio, N.A. act as custodians of the Plan.
Contributions
-------------
Participants may elect to contribute up to 15 percent of their compensation and
have the option of contributing their profit sharing award, if any, on a before
tax basis subject to certain limitations of the Plan. Effective January 1, 1996,
it is the Company's policy to match at least $.25 of each dollar contributed,
limited to six percent of a participant's compensation during the Plan year.
Additionally, it is the Company's policy to match up to a maximum of $.50 of
each dollar contributed, limited to six percent of a participant's compensation
for the Plan year, based upon the Company's financial performance. For 1997 and
1996, the Company's match was $.25 on each dollar contributed by participants up
to six percent of a participant's compensation. The Company has complete
discretion to determine its matching contribution, if any, each year.
Participant Accounts
--------------------
Each participant has two separate accounts under each fund in which
contributions have been invested on behalf of the participant. One account
represents the participant's contributions and earnings thereon (Participant
Account) and the other account represents the employer's contributions, made on
behalf of the respective participant, and the earnings thereon (Employer
<PAGE> 7
Account). Forfeitures of terminated participants' nonvested account balances are
used to reduce future employer contributions.
Net assets available for Plan benefits of $5,079 and $7,690 were not allocated
to participants' accounts at December 31, 1997 and 1996, respectively.
Vesting
-------
Participants are immediately vested in their voluntary contributions plus
earnings thereon. Vesting of the employer contributions starts after the first
year and is based on years of service. A participant is 100 percent vested after
three years of credited service.
Payment Of Benefits
-------------------
Upon termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account, or installment
payments. In the case of a severe financial hardship, the Administrator at its
sole discretion, may direct distribution of all or a portion of a participant's
account, subject to certain restrictions.
Loans
-----
In the case of a financial hardship as defined by the Plan, a participant may
apply to the Administrator for a loan. The Administrator in accordance with a
uniform nondiscriminatory policy, may direct the custodian to make a loan to a
participant from their before-tax contribution account, subject to certain
restrictions. Loans outstanding as of December 31, 1997 and 1996, bear interest
rates ranging from 8-11 percent per annum.
Termination Provisions
----------------------
The Company anticipates and believes that the Plan will continue indefinitely;
however, the Company reserves the right to terminate the Plan at any time by an
action of its Board of Directors. In the event of termination of the Plan, the
assets then remaining will be allocated and distributed to participants in
accordance with the terms and provisions of the Plan.
Use Of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.
<PAGE> 8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------
Contributions And Benefit Distributions
---------------------------------------
Matching contributions from the Company are recognized during the period in
which they are earned. Distributions are recognized during the period in which
they are paid to a Plan participant.
Investment Valuation And Income Recognition
-------------------------------------------
All investment accounts are included in the financial statements at fair value
determined by quoted market prices as reported to the Plan by Schwab. Purchases
and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Realized gains or losses on security transactions are recorded in an amount
equal to the difference between net proceeds received and the revalued cost at
the date of sale and are reflected in the Statement of Changes in Net Assets
Available for Plan Benefits, with Fund Information.
Administrative Expenses
-----------------------
Participation fees are paid by the Company. Asset-based fees are paid by the
participants.
NOTE 3 - INVESTMENTS:
- ---------------------
During 1997, 14 funds were available to participants for investment purposes.
Schwab manages the distribution of assets among funds and provides recordkeeping
services. Following is a description of each fund:
MAGIC FUND - The objective of the Managed Guaranteed Investment Contract Fund
(MaGIC) is to seek a reasonable level of income together with stability of
principal. The fund is invested primarily in a diversified portfolio of
insurance company funds and other investment contracts. Such transactions
qualify as party in interest. The effective maturity of the fund will be five
years or less. The average yield of the MaGIC Fund was 6.5% for the year ended
December 31, 1997. Subsequent to December 31, 1997, the MaGIC Fund was closed
and the assets were transferred to the Schwab Stable Value Fund.
SCHWAB STABLE VALUE FUND - This fund invests primarily in insurance company
guaranteed investment contracts and arrangements commonly known as synthetic
investment contracts, and other investments which seek to maintain principal
value, protect against market volatility, obtain consistent income return and
provide reasonable liquidity. Such transactions qualify as party in interest.
<PAGE> 9
SCHWAB U.S. TREASURY MONEY MARKET FUND - This fund invests solely in United
States Treasury notes, bills and other direct obligations of the United States
Treasury, backed by the "full faith and credit" of the United States Government.
These investments have almost no risk to principal. Such transactions qualify as
party in interest.
FIDELITY PURITAN FUND - This fund invests in a diversified array of
high-yielding securities; these may be common stocks, preferred stocks and/or
bonds. Up to 35% of the fund's assets may be invested in lower-quality,
higher-yielding assets. The fund may purchase foreign securities, zero-coupon
bonds and indexed securities, and may engage in futures contracts, short sales
and swap agreements.
AIM CHARTER FUND - This fund invests a substantial portion of its assets in
dividend-paying common stocks. No more than 10% of the fund's stocks may be in
securities that are not currently paying dividends. The fund may invest in
various short-term debt securities for liquidity or defensive purposes.
Investment in foreign securities is limited to 10% of the fund's total assets.
TWENTIETH CENTURY SELECT FUND - This fund generally invests in securities that
pay cash dividends or interest, but the securities are chosen primarily for
their growth potential. The fund intends to remain fully invested in stocks,
regardless of the movement of stock prices.
FIDELITY MAGELLAN FUND - This fund invests primarily in common stocks and
convertible securities. Up to 20% of its assets may be invested in debt
securities of all types and qualities. The fund invests in domestic and foreign
companies. There is no limitation on total foreign investment, but no more than
40% of the fund's assets may be invested in companies operating exclusively in
one foreign country.
TWENTIETH CENTURY GROWTH FUND - This fund selects larger company common stocks
on the basis of appreciation potential. The fund intends to remain fully
invested in stocks at all times.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND - This fund normally invests at least
65% of assets in companies, both foreign and domestic, that seek to develop or
use scientific and technological advances. Industries include computers and
peripheral, software, electronics, pharmaceutical and medical devices,
telecommunications, biotechnology, waste management, chemicals, synthetic
materials, defense and aerospace.
T. ROWE PRICE NEW HORIZONS FUND - This fund invests primarily in common stocks
of small, rapidly growing companies that may benefit from advances in
technology, the shift from manufacturing to services in the overall economy, or
other such general trends. The fund may invest up to 10% of assets in securities
primarily traded outside the United States.
SCUDDER GLOBAL FUND - This fund invests in companies expected to benefit from
global economic trends, promising technologies or specific country
opportunities. It is expected that investments will be spread broadly around the
world, including the United States, in companies of varying sizes. The fund
generally invests in the equity securities of established companies listed on
foreign securities exchanges.
<PAGE> 10
VANGUARD INDEX EXTENDED MARKET FUND - This fund invests in a statistically
selected sample of the stocks included in the Wilshire 4500 Index. This index
consists of 4,500 primarily smaller to medium-sized common stocks traded on the
NYSE, AMEX or listed on the NASDAQ. These stocks are not included in the S&P 500
Index.
PIONEER CAPITAL GROWTH A FUND - This fund normally invests at least 80% of its
assets in common stocks, and may invest in securities with common-stock
characteristics, such as convertible bonds and preferred stocks. Securities
selected for investment have an underlying value, or potential value that
exceeds their current prices. Up to 25% of assets may be invested in foreign
securities.
PERSONAL CHOICE RETIREMENT ACCOUNT - This fund provides for self-directed
investing whereby each participant may choose to invest in any stock listed on a
major U.S. exchange, over 800 mutual funds, bonds and other fixed-income
investments, and money market funds.
NOTE 4 - FEDERAL INCOME TAX STATUS:
- -----------------------------------
On February 13, 1996, the Internal Revenue Service advised that the Plan, as
amended, is qualified and the trust thereunder is exempt from federal income tax
pursuant to Section 401(a) of the Internal Revenue Code.
<PAGE> 11
<TABLE>
<CAPTION>
Schedule I
Page 1 of 2
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997
-----------------------------------------------------------
IDentity of Issue Number of Shares/Units Historical Cost Market Value
- ----------------- ---------------------- --------------- ------------
<S> <C> <C> <C>
*MaGIC Fund 382,803 $ 4,065,244 $ 4,701,890
*Schwab U.S. Treasury Money Market Fund 577,401 577,401 577,401
Fidelity Puritan Fund 120,492 2,053,138 2,335,134
Aim Charter Fund 285,891 2,909,216 3,519,323
Twentieth Century Select Fund 81,335 3,316,212 3,464,050
Fidelity Magellan Fund 29,609 2,425,164 2,820,848
Twentieth Century Growth Fund 98,206 2,203,657 2,357,923
T. Rowe Price Science & Technology Fund 37,989 1,152,664 1,035,580
T. Rowe Price New Horizons Fund 37,336 824,664 869,920
Scudder Global Fund 25,642 707,982 725,157
Vanguard Index Extended Market Fund 21,636 576,892 665,302
Pioneer Capital Growth A Fund 17,682 362,715 371,147
Personal Choice Retirement Account:
Cash and Equivalents 7,576 7,576
Common Stocks:
At Home Corp. Class A 200 4,938 5,025
Cypress Semiconductor 150 1,335 1,256
DSI Toys, Inc. 200 936 375
Excel Communications, Inc. 426 8,187 6,177
IOMega Corp. 200 2,082 2,487
*Keithley Instruments, Inc. 26,188 234,632 227,509
Komag, Inc. 100 1,969 1,488
Lilly Eli & Company 125 8,430 8,703
Mattson Technology 400 5,122 2,800
Networks Associates, Inc. 125 4,276 6,609
Pairgain Technologies 250 4,574 4,844
PictureTel Corp. 525 6,345 3,413
Spyglass, Inc. 100 962 494
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
Schedule I
Page 2 of 2
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997
-----------------------------------------------------------
Number of
Identity of Issue Shares/Units Historical Cost Market Value
- ----------------- ------------ --------------- ------------
<S> <C> <C> <C>
Xircom, Inc. 200 2,102 2,013
Zoom Telephonics, Inc. 200 1,734 1,350
----------- -----------
Total Common Stocks 287,624 274,543
----------- -----------
Mutual Funds:
O'Shaughnessy Cornerston 1,515 22,118 17,318
Robertston Stephens Contrarian A 3,160 53,847 36,684
----------- -----------
Total Mutual Funds 75,965 54,002
----------- -----------
Total Personal Choice Retirement Account 371,165 336,121
----------- -----------
Participant Loans, interest rates from 8 to 11% per annum
168,509 168,509
----------- -----------
$21,714,623 $23,948,305
=========== ===========
<FN>
(*) Denotes an allowable party in interest.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Schedule II
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
Identity of party involved and Total Number Total Dollar Cost of
description of assets of Transactions Amount of Sales assets sold Net Gain
- ----------------------------------- --------------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Sale:
*MaGIC Fund
Common collective trust 103 $1,281,720 $1,150,866 $130,854
<FN>
Reportable transactions represent individual or series of transactions in excess of 5% of Plan assets as of the beginning of the
Plan year.
(*) Denotes an allowable party in interest.
</TABLE>
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
(Name of Plan)
Date: July 13, 1998 /s/ Mark J. Plush
-----------------------------------------
Mark J. Plush
Controller of Keithley Instruments, Inc.
and Plan Trustee
