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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. 3)
(Final Amendment)
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. 3 (this "Amendment") 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"). This Amendment constitutes the final amendment
to the Schedule in accordance with Rule 13e-4(c)(3) under the Exchange Act and
General Instruction D to Schedule 13E-4. This Amendment is filed solely to file
Exhibits (a)(12) and (a)(13) which were unintentionally omitted from Amendment
No. 2.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule is hereby amended and supplemented to add
Exhibits (a)(12) and (a)(13).
<TABLE>
<C> <S>
(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.*
(a)(12) Press Release dated December 11, 1998.
(a)(13) Press Release dated December 16, 1998.
(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)
</TABLE>
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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. 3 is true, complete and
correct.
Dated as of: December 17, 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)(12)
CONTACT: Mark J. Plush
Chief Financial Officer
(440) 248-0400
KEITHLEY INSTRUMENTS ANNOUNCES
PRELIMINARY RESULTS OF ITS "DUTCH AUCTION"
SELF-TENDER OFFER
Cleveland, Ohio - December 11, 1998 - Keithley Instruments, Inc. (NYSE:KEI)
today announced the preliminary results of its "Dutch Auction" self-tender offer
which expired at 12:00 Midnight, New York City time, on Thursday, December 10,
1998. Keithley commenced the offer for up to 2,000,000 of its Common Shares, or
approximately 40 percent of its then outstanding Common Shares (25 percent of
Class B and Common Shares combined), at a price range of $5.75 to $7.00 per
share, on November 11, 1998.
Based on a preliminary count by the First Chicago Trust Company of New York, the
depository for the offer, a total of 405,747 Common Shares were properly
tendered at or below $7.00 per share. Keithley expects to purchase, subject to
final verification, all shares properly tendered at $7.00. After the shares are
purchased Keithley will have 4,784,812 Common Shares and 2,692,528 Class B
Shares outstanding.
"We view the fact that our tender was significantly under-subscribed as a sign
that the majority of our shareholders remain confident in the long-term future
of Keithley Instruments," stated Joseph P. Keithley, Chairman, President and
Chief Executive Officer.
The determination of the actual number of shares to be purchased through the
Dutch Auction and their purchase price are subject to final confirmation and
proper delivery of all shares tendered (and not properly withdrawn), including
shares tendered subject to guarantees of delivery. Payment for shares accepted
for purchase and return of all shares tendered but not accepted for purchase
will occur as soon as practicable after final accounting by the depository.
Keithley Instruments, Inc. provides electrical measurement solutions to the
wireless communications, semiconductor and electronic components industries.
Engineers and scientists around the world use Keithley's advanced hardware and
software for process monitoring, production test and basic research.
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EXHIBIT (a)(13)
CONTACT: Mark J. Plush
Chief Financial Officer
(440) 248-0400
KEITHLEY INSTRUMENTS ANNOUNCES
FINAL RESULTS OF ITS "DUTCH AUCTION"
SELF-TENDER OFFER
Cleveland, Ohio - December 16, 1998 - Keithley Instruments, Inc. (NYSE:KEI)
today announced the final results of its "Dutch Auction" self-tender offer which
expired at 12:00 Midnight, New York City time, on Thursday, December 10, 1998.
Keithley commenced the offer for up to 2,000,000 of its Common Shares, or
approximately 40 percent of its then outstanding Common Shares (25 percent of
Class B and Common Shares combined), at a price range of $5.75 to $7.00 per
share, on November 11, 1998.
Based on the final count by the First Chicago Trust Company of New York, the
depository for the offer, a total of 405,747 Common Shares were properly
tendered at or below $7.00 per share. The 405,747 Common Shares were
approximately 8 percent of the previously outstanding Common Shares (5 percent
of Class B and Common Shares combined.) Under the terms of the offer, Keithley
accepted for purchase and purchased all shares tendered at $7.00 per share.
Keithley expects that the depository will begin issuing payment for shares
purchased in the offer on December 16, 1998, and will complete the payment
process as promptly as possible. Shares not accepted for purchase pursuant to
the offer will be promptly returned by the depository. After the share purchase,
Keithley has approximately 4.8 million Common Shares and 2.7 million Class B
Shares outstanding.
Keithley Instruments, Inc. provides electrical measurement solutions to the
wireless communications, semiconductor and electronic components industries.
Engineers and scientists around the world use Keithley's advanced hardware and
software for process monitoring, production test and basic research.
