As filed with the Securities and Exchange Commission on April 10, 1995
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
TEKTRONIX, INC.
(Exact name of registrant as specified in charter)
________________
OREGON 93-0343990
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
26600 SW Parkway
Wilsonville, Oregon 97070-1000
(Address of Principal (Zip Code)
Executive Offices)
________________
John P. Karalis
Vice President, Corporate Development and Secretary
Tektronix, Inc.
26600 SW Parkway
Wilsonville, OR 97070-1000
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 627-7111
Copy to:
Margaret Hill Noto
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue
Portland, Oregon 97204-1268
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
_____________________________________________________________________________
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no
par value 283,146 Shares $40.75 $11,538,199.50 $3,978.68
_____________________________________________________________________________
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The
calculation of the registration fee is based on $40.75, which was the
average of the high and low prices of the Common Shares on the New
York Stock Exchange on April 3, 1995 as reported in The Wall Street
Journal.
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said section 8(a), may determine.<PAGE>
<PAGE>3
CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3
Caption or
Registration Statement Item and Heading Location in Prospectus
- --------------------------------------- ----------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............ First Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Available Information
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges........... The Company; Risk Factors
4. Use of Proceeds..................... Not Applicable
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... Not Applicable
10. Interests of Named Experts and
Counsel............................. Not Applicable
11. Material Changes.................... Not Applicable
12. Incorporation of Certain Documents
by Reference........................ Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities.......... Not Applicable<PAGE>
<PAGE>
PROSPECTUS
TEKTRONIX, INC.
283,146 Common Shares
(no par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Shares of Tektronix, Inc. (the "Company"
or "Tektronix") offered hereby (the "Shares") may be sold by
certain shareholders of the Company (the "Selling
Shareholders"). The Company will not receive any of the
proceeds from the offering.
The Common Shares of the Company are traded on the
New York Stock Exchange and Pacific Stock Exchange. On
________, 1995, the closing price for the Common Shares as
reported in The Wall Street Journal was $_____ per share.
The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise. Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale. See
"Plan of Distribution."
________________
No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus. This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
________________
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
________________
The date of this Prospectus is April __, 1995.
<PAGE>
<PAGE>2
THE COMPANY
Tektronix, an Oregon corporation, was organized in
1946 and manufactures and sells electronic equipment. The
Company's principal executive offices are located at 26600 SW
Parkway Avenue, Wilsonville, Oregon 97070. Its telephone
number is (503) 627-7111. References herein to "Tektronix" or
the "Company" are to Tektronix, Inc. and its wholly-owned
subsidiaries unless the context indicates otherwise.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files periodic reports and other
information with the Securities and Exchange Commission (the
"SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be
obtained at prescribed rates at the offices of the SEC,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549,
as well as at the following regional offices: 75 Park Place,
14th Floor, New York, New York 10007; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Company has
filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, with respect to the
securities offered pursuant to this Prospectus. For further
information, reference is made to the Registration Statement
and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its
principal office at Judiciary Plaza, 450 Fifth Street, NW,
Washington, D.C. 20549.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request to John P. Karalis,
Secretary, Tektronix, Inc., Corporate Headquarters, 26600 SW
Parkway, Wilsonville, Oregon 97070-1000, telephone (503) 627-
7111, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than
exhibits to such information unless such exhibits are
specifically incorporated by reference therein. The
information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be
read together with the information contained in the documents
or portions of documents incorporated by reference into this
Prospectus.
<PAGE>
<PAGE>3
SELLING SHAREHOLDERS
The following table sets forth certain information
provided to the Company by the Selling Shareholders.
<TABLE>
<CAPTION>
Common Shares
beneficially Common Shares
Name of Selling owned as of offered by this
Shareholder April 1, 1995 Prospectus
- --------------- --------------- ---------------
<S> <C> <C>
Aspen Venture Partners, L.P. 81,339 81,339
Stephen Connell 567 567
Yohan Cho 24,322 24,322
Fleet National Bank Trust 8,107 8,107
u/a/ of Milyoung Cho
dated 4/19/83
Fleet National Bank Trustee 8,107 8,107
for Danyul Cho
dated 4/7/85
Paul Chang 32,429 32,429
John Q. Neenan and Valerie 162 162
H. Neenan
John Q. Neenan 324 324
Donald M. Sibley 251 251
Nancy A. Nowak 324 324
Peter Albany 466 466
Morgan, Holland Fund II, L.P. 124,803 124,803
Massachusetts Capital 1,945 1,945
Resource Company
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be on stock
exchanges (including the New York and Pacific Stock Exchanges)
or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more
<PAGE>
<PAGE>4
of the following methods: (a) block trades in which the broker
or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or
dealer as principal, in a market maker capacity or otherwise,
and resale by such broker or dealer for its account pursuant to
this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. The Selling
Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933
(the "1933 Act") in connection with such sales.
Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the 1933 Act, disclosing
(i) the name of such Selling Shareholder and of the
participating brokers or dealers, (ii) the number of Shares
involved, (iii) the price at which such Shares will be sold,
(iv) the commission paid or discounts or concessions allowed to
such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are
incorporated herein by reference:
1. The Company's latest Annual Report on Form 10-K
filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934
Act");
2. All other reports filed pursuant to Section 13
or 15(d) of the 1934 Act since the end of the
fiscal year covered by the Annual Report on Form
10-K referred to in (a) above; and
3. The description of the Common Shares contained
in the Company's registration statement under
<PAGE>
<PAGE>5
section 12 of the 1934 Act including any
amendment or report updating such description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of
the 1934 Act prior to the termination of the offering shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and
documents.
EXPERTS
The consolidated financial statements and the related
consolidated financial statement schedules incorporated in this
prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended May 28, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference (which
express an unqualified opinion and includes an explanatory
paragraph relating to a change in method of accounting for
other postretirement benefits and income taxes), and have been
so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.<PAGE>
<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
All expenses in connection with the issuance and
distribution of the securities being registered will be paid by
the Company. The following is an itemized statement of these
expenses:
Registration fee........................ $3,978.68
Legal fees.............................. 2,000.00*
Accounting Fees......................... 2,000.00*
Miscellaneous........................... 100.00*
---------
Total.............................. $4,078.68
=========
____________________
*Estimated
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
The Oregon Business Corporation Act (the "Oregon
Act") permits a corporation to include a provision in its
articles of incorporation that eliminates personal liability of
directors to the Company and its shareholders for monetary
damages for conduct as directors, except that no such provision
may eliminate or limit a director's liability for (a) breach of
the director's duty of loyalty in the Company or its
shareholders, (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(c) an unlawful payment of a dividend or repurchase of stock or
(d) any transaction from which the director derived an improper
personal benefit. The Company's Restated Articles of
Incorporation, as amended (the "Restated Articles"), limit the
personal liability of directors to the Company and its
shareholders for monetary damages for conduct as directors to
the fullest extent permitted by the Oregon Act.
The Oregon Act and the Company's Restated Articles
and Bylaws, as amended (the "Bylaws"), contain provisions
regarding indemnification of directors and officers. In
addition, certain directors and officers have entered into
indemnity agreements (the "Indemnity Agreements") with the
Company. The general effect of the Oregon Act, the Restated
Articles, the Bylaws and the Indemnity Agreements can be
summarized as follows:
<PAGE>
<PAGE>II-2
(a) The Oregon Act provides that a director or officer
who has been or is threatened to be made a defendant in a legal
proceeding because that person is or was a director or officer
of a corporation (1) shall be indemnified by the corporation
for reasonable expenses of such litigation when the director or
officer is wholly successful on the merits or otherwise, (2)
may be indemnified by the corporation for expenses, judgments,
fines, penalties and amounts paid in settlement of such
litigation (other than a derivative suit), even if the director
or officer is not successful on the merits or otherwise, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful) and (3)
may be indemnified by the corporation for expenses of a
derivative suit (a proceeding by or in the right of the
corporation), even if the director or officer is not successful
on the merits, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the
best interests of the corporation, provided that the director
or officer is not adjudged liable to the corporation. The
indemnification described in clauses (2) and (3) above may be
made only upon a determination by (a) a majority of a quorum of
disinterested directors or a committee of disinterested
directors, (b) independent legal counsel or (c) the
shareholders that indemnification is proper because the
applicable standard of conduct has been met. The Oregon Act
authorizes the advancement of litigation expenses to a director
or officer upon receipt of a written affirmation of the
director's or officer's good faith belief that the standard of
conduct has been met and an undertaking by such director or
officer to repay such expenses if it is ultimately determined
that he or she is not entitled to be indemnified. The Oregon
Act authorizes a court to award additional indemnification.
The Oregon Act also authorizes a corporation to provide
officers' and directors' liability insurance and provides that
statutory indemnification rights are not exclusive of any other
right to which those indemnified may be entitled under any
bylaw, agreement, board action, vote of shareholders or
otherwise.
(b) The Company's Restated Articles and Bylaws provide
that the company shall indemnify to the fullest extent then
permitted by law a person who is made a party to an action,
suit or proceeding, whether civil, criminal, administrative or
otherwise (including a derivative action) because that person
(1) is or was a director or officer of the Company or (2) is or
was serving at the request of the Company as a director or
officer of another corporation, partnership or enterprise. The
indemnity shall extend to all expenses, amounts paid in
settlement, judgments and fines incurred by the director or
officer.
<PAGE>
<PAGE>II-3
(c) The Company has entered into Indemnity Agreements
with certain directors and officers, which require the Company
to indemnify the officer or director to the fullest extent
permitted by law. The Indemnity Agreements also alter or
clarify the statutory indemnity in the following respects,
subject to specified exceptions: (1) indemnity is explicitly
provided for settlements in derivative actions, (2) prompt
indemnification is required unless a determination is made that
the director or officer has not met the required standard, (3)
indemnification is provided with respect to a proceeding
involving a claim for breach of fiduciary duty and (4) prompt
advancement of expenses is required upon receipt of an
undertaking that the director or officer will repay such
amounts if it is ultimately determined that he or she is not
entitled to indemnification, unless a determination is made
that the director or officer has not met the required standard.
The Company has obtained insurance protecting
officers and directors against certain liabilities which they
may incur in their capacities as such.
Item 16. Exhibits.
--------
4A. Restated Articles of Incorporation, as amended,
of the Company. Incorporated by reference to
Exhibit (3) of the Company's Form 10-Q dated
September 28, 1990, SEC File No. 1-4837.
4B. Bylaws, as amended, of the Company.
Incorporated by reference to Exhibit (3) of Form
10-Q for the 13 weeks ended February 25, 1995,
SEC File No. 1-4837.
5. Opinion of Counsel.
23. Independent Auditors' Consent.
24. Power of Attorney.
Item 17. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
<PAGE>
<PAGE>II-4
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
<PAGE>
<PAGE>II-5
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Wilsonville, State of Oregon, on April 6, 1995.
TEKTRONIX, INC.
By CARL W. NEUN
-------------------------------
Carl W. Neun
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on this
6th day of April, 1995.
Signature Title
--------- -----
* JEROME J. MEYER Chairman and Chief
--------------------------- Executive Officer
(Jerome J. Meyer) and Director (Principal
Executive Officer)
CARL W. NEUN Vice President
--------------------------- and Chief Financial
(Carl W. Neun) Officer (Principal
Accounting and
Financial Officer)
* A. GARY AMES Director
----------------------------
(A. Gary Ames)
* PAUL E. BRAGDON Director
----------------------------
(Paul E. Bragdon)
* PAUL C. ELY, JR. Director
----------------------------
(Paul C. Ely, Jr.)
* A.M. GLEASON Director
----------------------------
(A.M. Gleason)<PAGE>
<PAGE>II-7
* WAYLAND R. HICKS Director
----------------------------
(Wayland R. Hicks)
* KEITH R. McKENNON Director
----------------------------
(Keith R. McKennon)
* MERRILL A. McPEAK Director
----------------------------
(Merrill A. McPeak)
* JEAN VOLLUM Director
----------------------------
(Jean Vollum)
* WILLIAM D. WALKER Director
----------------------------
(William D. Walker)
*By CARL W. NEUN
----------------------------
(Carl W. Neun)
Attorney-in-Fact
<PAGE>
<PAGE>II-8
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------- -------------------- --------
4A Restated Articles of --
Incorporation, as amended, of the
Company. Incorporated by
reference to Exhibit (3) of the
Company's Form 10-Q dated
September 28, 1990, SEC File No.
1-4837.
4B Bylaws, as amended, of the Company. --
Incorporated by reference to
Exhibit (3) of the Company's Form
10-Q for the 13 weeks ended
February 25, 1995, SEC File No.
1-4837.
5 Opinion of Counsel.
23 Independent Auditors' Consent.
24 Power of Attorney.
EXHIBIT 5
April 5, 1995
Board of Directors
Tektronix, Inc.
26600 SW Parkway
Wilsonville, OR 97070-1000
We have acted as counsel for Tektronix, Inc. (the
"Company") in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the resale of up
to 283,146 Common Shares, no par value (the "Shares"), of the
Company by the holders thereof (the "Selling Shareholders").
We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents,
corporate records, and other instruments we deemed necessary
for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares have been duly authorized and are legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES BOLEY JONES & GREY
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Tektronix, Inc. on Form S-3 of the
report of Deloitte & Touche dated June 23, 1994 (which
expresses an unqualified opinion and includes an explanatory
paragraph relating to a change in method of accounting for
other postretirement benefits and income taxes in the year
ended May 29, 1993), incorporated by reference in the Annual
Report on Form 10-K of Tektronix, Inc. for the year ended
May 28, 1994 and to the reference to Deloitte & Touche LLP under
the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 4, 1995
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(S-3 Registration Statement)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of TEKTRONIX, INC., does hereby
constitute and appoint JEROME J. MEYER, CARL W. NEUN AND JOHN
P. KARALIS, and each of them, his or her true and lawful
attorney and agent to do any and all acts and things and to
execute in his or her name (whether on behalf of Tektronix,
Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and
agent may deem necessary or advisable in order to enable
Tektronix, Inc. to comply with the Securities Act of 1933, as
amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the
registration for resale under the Securities Act of 1933, as
amended, of Common Shares of Tektronix, Inc., including
specifically, but without limitation thereto, power and
authority to sign his or her name (whether on behalf of
Tektronix, Inc. or as an officer or director of said Company,
or otherwise) to a Registration Statement on Form S-3 and any
amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common
Shares or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: March 15, 1995
JEROME J. MEYER
-----------------------------
A. GARY AMES
-----------------------------
PAUL E. BRAGDON
-----------------------------
PAUL C. ELY, JR.
-----------------------------
A.M. GLEASON
-----------------------------
WAYLAND R. HICKS
-----------------------------
KEITH R. McKENNON
-----------------------------
MERRILL A. McPEAK
-----------------------------
JEAN VOLLUM
-----------------------------
WILLIAM D. WALKER
-----------------------------
