<PAGE>
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): April 23, 1997
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Tencor Instruments
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(Exact name of registrant as specified in its charter)
California 0-20007 94-2464767
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(State or other jurisdiction of (Commission (IRS Employer
Incorporation or organization) File Number) Identification
Number)
One Technology Drive
Milpitas, California 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (408) 970-9500
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On April 23, 1997, Tencor Instruments, a California corporation ("Tencor")
announced operating results for the quarter ended March 31, 1997. A copy of the
press release issued by Tencor regarding its first quarter operating results is
filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated April 23, 1997.
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SIGNATURE
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.
TENCOR INSTRUMENTS
Date: April 25, 1997 By: /S/ FREDERICK A. BALL
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Frederick A. Ball
Vice President, Controller & Secretary
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Bruce Wright (investment community)
(408) 571-3000 x7050
Roberta Emerson (media)
(408) 571-3000 x7037
TENCOR INSTRUMENTS REPORTS FIRST QUARTER OPERATING RESULTS
Milpitas, Calif. -- April 23, 1997 -- Tencor Instruments (Nasdaq:TNCR) today
announced operating results for the first quarter ended March 31, 1997. Net
income for the quarter was $13.3 million compared with $20.3 million a year
ago. Revenues were $94.6 million compared with $106.3 million for the first
quarter last year, which was during the peak of the semiconductor equipment
industry cycle. Earnings per share were 41 cents, compared with 64 cents in
the same quarter last year. However, net income increased 3.1 percent and
revenues rose 4.5 percent from the quarter ended December 31, 1996.
"During the first quarter, we continued to see an improvement in bookings,
rising from the low point we saw in the third quarter of last year," noted
Jon D. Tompkins, chairman, president and chief executive officer. "Bookings
increased 46 percent to $107 million from the prior quarter, due in part to
record orders for the Surfscan AIT and Surfscan SP1, our flagship wafer
inspection systems. This increase in bookings raised book-to-bill for the
quarter to 1.14-to-1 and grew backlog to $145 million."
"In January we added to our line of products for the data storage industry,
introducing the Tencor HRP-100, a high resolution surface profiler which was
specifically designed for use in the manufacture of disk drives and thin film
heads," said Tompkins.
Revenues from outside the United States represented 63 percent of total
revenues during the March 1997 quarter, comparable with the 64 percent
reached in the March quarter one year ago.
_____________________________________________________________________________
|Except for statements of historical fact, the statements in this press |
|release are forward-looking statements. Such statements are subject to a |
|number of risks and uncertainties that could cause actual results to differ |
|materially from the statements made. These factors include semiconductor |
|industry cycles, risks associated with the acceptance of new products and |
|with fluctuations in international sales, as well as other factors detailed |
|in the company's Annual Report on Form 10-K. |
|_____________________________________________________________________________|
ABOUT TENCOR: Tencor Instruments, founded in 1976, is a recognized leader in
the design and manufacture of innovative wafer defect inspection,
software-based yield management, thin film measurement and metrology systems
used in semiconductor manufacturing and related industries. Corporate
headquarters are located in Milpitas, California, with sales and service
offices worldwide. In January 1997, Tencor announced a definitive agreement
to merge with KLA Instruments (Nasdaq:KLAC). The transaction is expected to
close in the June 1997 quarter. Tencor's world wide web site is located at
www.tencor.com
# # #
(FINANCIALS ATTACHED)
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TENCOR INSTRUMENTS
CONSOLIDATED INTERIM STATEMENTS OF INCOME
(in thousands, except per share data)
(UNAUDITED)
Three months ended
March 31,
1997 1996
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Revenues $94,585 $106,283
Cost of goods sold 41,783 40,847
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Gross profit 52,802 65,436
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Operating expenses:
Research and development 12,390 10,995
Marketing and selling 15,115 16,120
General and administrative 7,068 6,952
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Total operating expenses 34,573 34,067
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Income from operations 18,229 31,369
Other income, net 2,539 1,293
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Income before income taxes 20,768 32,662
Provision for income taxes 7,477 12,411
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Net income $13,291 $ 20,251
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Net income per share $ 0.41 $ 0.64
Weighted average common shares
and equivalents 32,813 31,721
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TENCOR INSTRUMENTS
CONSOLIDATED INTERIM BALANCE SHEETS
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
<C> <S> <S>
ASSETS
Current assets:
Cash and cash equivalents $168,796 $141,407
Short-term investments 62,488 82,370
Accounts receivable, net 97,976 87,623
Inventories 47,427 51,668
Deferred income taxes 19,056 19,056
Prepaid expenses and other assets 7,149 10,165
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Total current assets 402,892 392,289
Property and equipment, net 44,071 41,601
Other assets 41,052 50,529
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Total assets $488,015 $484,419
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank borrowings $ 27,039 $ 28,162
Accounts payable 10,294 11,936
Accrued compensation 21,808 21,496
Other accrued expenses 27,159 33,029
Income taxes payable 25,463 23,428
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Total current liabilities 111,763 118,051
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Long-term obligations 1,106 1,335
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Shareholders' equity:
Common stock 155,558 152,756
Retained earnings 213,315 200,024
Accumulated unrealized gain on investments, net 9,043 14,602
Cumulative translation adjustment (2,770) (2,349)
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Total shareholders' equity 375,146 365,033
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Total liabilities and shareholders' equity $488,015 $484,419
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