<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
KEITHLEY INSTRUMENTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
487584104
(CUSIP Number)
January 31, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement [ ].
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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Page 2 of 10
CUSIP NO. 487584104 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Global Science & Technology Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 299,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 299,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
299,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person (See Instructions)
00 Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2A
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Page 3 of 10
CUSIP NO. 487584104 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
I.G. Investment Management, Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 299,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 299,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
299,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA
(Canadian)
2B
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Page 4 of 10
CUSIP NO. 487584104 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trust Co. Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 299,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 299,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
299,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
2C
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Page 5 of 10
CUSIP NO. 487584104 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 299,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 299,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
299,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2D
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Page 6 of 10
CUSIP NO. 487584104 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trustco Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 299,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 299,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
299,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2E
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Page 7 of 10
ITEM 1(a) NAME OF ISSUER:
Keithley Instruments, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
28775 Aurora Road
Solon, Ohio
44139
ITEM 2(a) NAME OF PERSON FILING:
This joint statement is filed by and on behalf of the following Reporting
Persons signing this amended Schedule 13G and are hereafter referred to as the
"Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco
Inc. ("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G.
Investment Management, Ltd. (the "Management Company"), and Investors Global
Science & Technology Fund (the "Fund").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
All of the Reporting Persons have their principal places of business at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6
ITEM 2(c) CITIZENSHIP:
IGI is a corporation formed under the Canada Business Corporations Act.
It is a diversified-financial services holding company.
Trustco is a corporation formed under the Canada Business Corporations
Act. It is a holding company.
The Management Company is a corporation formed under the Canada Business
Corporations Act. It provides management services to the Fund.
The Trustee is a corporation formed under the Manitoba Corporations Act.
It is the trustee for the Unitholders of the Fund and serves as the trustee
for other open-end mutual fund trusts organized and affiliated with IGI.
The Fund is an open-end mutual fund trust of which the Unitholders are
beneficiaries established in accordance with a Declaration of Trust under the
laws of Manitoba, Canada.
IGI owns 100% of the issued and outstanding Class A Common Shares of
Trustco. Trustco owns 100% of the issued and outstanding Class A Common
Shares of the Management Company. Trustco also owns, directly or indirectly,
100% of the issued and outstanding Common Shares of the Trustee. Trustco, the
Management Company, the Trustee, and the Fund are ultimately controlled by IGI
through its ownership of 100% of the issued and outstanding Class A Common
Shares of Trustco.
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Page 8 of 10
Power Financial Corporation owns 67.4% of the common stock of Investors
Group Inc. Power Corporation of Canada, of which Mr. Paul Desmarais controls
67.7% of the voting power, owns 67.5% of the common stock of Power Financial
Corporation.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this amended statement on Schedule 13G
relates is the Common Shares, without par value of Keithley Instruments,
Inc. an Ohio corporation.
ITEM 2(e) CUSIP NUMBER:
487584104
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b), OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ]
ITEM 4 OWNERSHIP.
Incorporated by reference to items (5) - (9) and (11) of the cover page
pertaining to each Reporting Person.
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Page 9 of 10
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following:
[ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
February 10, 2000 INVESTORS GROUP INC.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Robert Gibson Darling,
Senior Vice-President of
Investors Group Inc.
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Page 10 of 10
February 10, 2000 INVESTORS GROUP TRUSTCO INC.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
February 10, 2000 INVESTORS GROUP TRUST CO. LTD.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.
February 10, 2000 I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.
February 10, 2000 INVESTORS GLOBAL SCIENCE & TECHNOLOGY FUND
By: /s/ James Lawson
-----------------
James Lawson,
as Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Global Science & Technology Fund
<PAGE> 11
Exhibit A
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13G
referred to below) on behalf of each of them of a statement on Schedule 13G
(including amendments thereto) with respect to the Common Shares, without par
value of Keithley Instruments, Inc., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 7th day of February, 2000.
INVESTORS GROUP INC.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Robert Gibson Darling,
Senior Vice-President of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.
<PAGE> 12
I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ James Lawson
-----------------
James Lawson, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.
INVESTORS GLOBAL SCIENCE & TECHNOLOGY FUND
By: /s/ James Lawson
-----------------
James Lawson,
as Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Global Science & Technology
Fund
<PAGE> 13
Exhibit B
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Senior Vice-President of Investors Group Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, James
Lawson, James Fossen or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and
stead solely for the purpose of executing, filing or delivering on behalf of
Investors Group Inc. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all
intents and purposes, as I might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
said attorneys or their substitute shall lawfully do or cause to be done by
virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th
day of August, 1999.
/s/ Robert Gibson Darling
---------------------------
Robert Gibson Darling
BE IT KNOWN, that on this 9th day of August, 1999, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Robert Gibson Darling, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------
Notary Public
<PAGE> 14
Exhibit C
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliott Archer,
President of Investors Group Trustco Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, James
Lawson, James Fossen or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and
stead solely for the purpose of executing, filing or delivering on behalf of
Investors Group Trustco Inc. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all
intents and purposes, as I might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
said attorneys or their substitute shall lawfully do or cause to be done by
virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 9th
day of August, 1999.
/s/ Richard Elliott Archer
----------------------------
Richard Elliott Archer
BE IT KNOWN, that on this 9th day of August, 1999, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliott Archer,
to me known, and known to me to be the same person described in and who
executed the Power of Attorney, and acknowledged the within Power of Attorney
to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------
Notary Public
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Exhibit D
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Vice-President of Investors Group Trust Co. Ltd., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and
stead solely for the purpose of executing, filing or delivering on behalf of
Investors Group Trust Co. Ltd. any and all statements on Schedule 13G under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all
intents and purposes, as I might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
said attorneys or their substitute shall lawfully do or cause to be done by
virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th
day of May, 1999.
/s/ Robert Gibson Darling
---------------------------
Robert Gibson Darling
BE IT KNOWN, that on this 14th day of May, 1999, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Robert Gibson Darling, to me known,
and known to me to be the same person described in and who executed the Power
of Attorney, and acknowledged the within Power of Attorney to be his act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
-------------------
Notary Public
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Exhibit E
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Alexander Scott Penman,
President of I.G. Investment Management, Ltd., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and
stead solely for the purpose of executing, filing or delivering on behalf of
I.G. Investment Management, Ltd. any and all statements on Schedule 13G under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all
intents and purposes, as I might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
said attorneys or their substitute shall lawfully do or cause to be done by
virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 19th
day of March, 1999.
/s/ Alexander Scott Penman
----------------------------
Alexander Scott Penman
BE IT KNOWN, that on this 19th day of March, 1999, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Alexander Scott Penman,
to me known, and known to me to be the same person described in and who
executed the Power of Attorney, and acknowledged the within Power of Attorney
to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
----------------------
Notary Public
<PAGE> 17
Exhibit F
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors
Canadian Global Science & Technology Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and
stead solely for the purpose of executing, filing or delivering on behalf of
Investors Global Science & Technology Fund any and all statements on Schedule
13G under the Securities Exchange Act of 1934, and any amendments thereof and
any filing agreement relating thereto, giving and granting unto said attorneys
full power and authority to do and perform all and every such act as fully, to
all intents and purposes, as I might or could do if personally present, with
full power of substitution and revocation, hereby ratifying and confirming all
that said attorneys or their substitute shall lawfully do or cause to be done
by virtue hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th
day of May, 1999.
/s/ Robert Gibson Darling
---------------------------
Robert Gibson Darling
BE IT KNOWN, that on this 14th day of May, 1999, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Robert Gibson Darling, to me known,
and known to me to be the same person described in and who executed the Power
of Attorney, and acknowledged the within Power of Attorney to be his act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
-------------------
Notary Public
