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Filed pursuant to Rule 424(b)(5)
Reg. Nos. 33-59648
33-18658
Prospectus Supplement
(To Prospectus dated July 13, 1993)
[LOGO]
Tektronix, Inc.
$50,000,000
7 5/8% NOTES DUE AUGUST 15, 2002
INTEREST PAYABLE FEBRUARY 15 AND AUGUST 15
Issue price: 99.835%
Interest on the 7 5/8% Notes due August 15, 2002 (the "Notes") is payable
semiannually on February 15 and August 15 of each year, beginning February 15,
1996. The Notes will accrue interest from August 17, 1995. The Notes will not be
redeemable prior to maturity and will not be subject to any sinking fund. The
Notes will be represented by a Global Security registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. Interests in the
Global Security will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
provided herein, Notes in definitive form will not be issued. See "Description
of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
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Per Note 99.835% .750% 99.085%
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Total $49,917,500 $375,000 $49,542,500
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(1) Plus accrued interest, if any, from August 17, 1995
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company, estimated at $90,000.
The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriters and subject to approval of certain legal matters by Shearman &
Sterling, counsel for the Underwriters. It is expected that delivery of the
Notes will be made on or about August 17, 1995 through the facilities of the
Depositary, against payment therefor in same-day funds.
J.P. MORGAN SECURITIES INC. SALOMON BROTHERS INC
August 14, 1995
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE 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 DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
The Company....................................... S-3
Use of Proceeds................................... S-3
Ratio of Earnings to Fixed Charges................ S-3
Description of Notes.............................. S-4
Underwriting...................................... S-5
PROSPECTUS
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
The Company....................................... 3
Use of Proceeds................................... 3
Description of Debt Securities.................... 3
Plan of Distribution.............................. 11
Ratio of Earnings to Fixed Charges................ 12
Legal Matters..................................... 12
Experts........................................... 12
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THE COMPANY
The Company is a global high-technology company with a portfolio of
measurement, color printing and video and networking businesses. Measurement
business products include digital and analog oscilloscopes, general purpose test
instruments, television waveform monitors, vectorscopes, signal generators,
logic analyzers, card-modular test instruments, spectrum analyzers, cable
testers, optical fiber testers, cameras, probes and related products. Color
printing and imaging products include color printers and related products and
supplies. Video and networking products include studio production equipment,
signal processing and distribution equipment, transmission systems, graphics
terminals and related products.
The Company is an Oregon corporation organized in 1946. Its principal
executive offices are located at 26600 S.W. Parkway Avenue, Wilsonville, Oregon
97070, and its telephone number is (503) 627-7111.
USE OF PROCEEDS
The net proceeds from the offering of the Notes are expected to be
approximately $49,452,500 after deduction of underwriting discounts and
commissions and estimated offering expenses. The net proceeds will be used to
repay a portion of the Company's short-term indebtedness (consisting principally
of commercial paper and borrowings under uncommitted lines of credit) and for
general corporate purposes. At May 27, 1995 (the last day of fiscal 1995), the
interest rates averaged 6.4% on commercial paper and 5.3% under the lines of
credit. Pending application of the net proceeds, such proceeds will be invested
in short-term interest bearing securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company for fiscal years 1991,
1992, 1993, 1994 and 1995 were 3.54, 2.47, - , 4.98 and 5.71, respectively. For
the purpose of computing such ratios, "earnings" represents the aggregate of (a)
income before income taxes and extraordinary items and (b) fixed charges. "Fixed
charges" represents (a) consolidated interest charges, (b) the amortization of
debt discount and expense and premium on indebtedness and (c) the portion of
rents representative of the interest factor. Earnings were inadequate to cover
fixed charges in fiscal 1993 by $99,255,000 due to restructuring charges in that
year.
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DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES SUPPLEMENTS,
AND TO THE EXTENT INCONSISTENT THEREWITH REPLACES, THE DESCRIPTION OF THE
GENERAL TERMS AND PROVISIONS OF THE DEBT SECURITIES SET FORTH IN THE
ACCOMPANYING PROSPECTUS, TO WHICH DESCRIPTION REFERENCE IS HEREBY MADE. WHENEVER
A DEFINED TERM IS REFERRED TO AND NOT HEREIN DEFINED, THE DEFINITION THEREOF IS
CONTAINED IN THE ACCOMPANYING PROSPECTUS OR IN THE INDENTURE REFERRED TO
THEREIN.
GENERAL
The Notes will be limited to $50,000,000 in aggregate principal amount and
will mature on August 15, 2002. The Notes may not be redeemed prior to maturity
and are not entitled to any sinking fund.
The Notes will bear interest at the rate per annum set forth on the cover
page of this Prospectus Supplement from August 17, 1995 or from the most recent
interest payment date to which interest has been paid or provided for, payable
semiannually in arrears on February 15 and August 15 of each year, commencing
February 15, 1996, to the persons in whose names the Notes are registered at the
close of business on the immediately preceding February 1 and August 1,
respectively, whether or not such day is a Business Day.
On April 28, 1995 Citibank, N.A. became the successor Trustee under the
Indenture. The Company maintains general banking and credit relationships with
the Trustee in the ordinary course of business. The Trustee is a member of a
syndicate of banks with respect to the Company's revolving credit agreement.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by a Global Security deposited
with, or on behalf of, The Depository Trust Company, New York, New York, which
will act as Depositary with respect to the Notes (the "Depositary"). The Global
Security representing the Notes will be registered in the name of a nominee of
the Depositary. Except under the circumstances described in the accompanying
Prospectus under "Description of Debt Securities--Global Securities," the Notes
will not be issuable in definitive form. So long as the Notes are represented by
a Global Security, the Depositary's nominee will be considered the sole owner or
holder of the Notes for all purposes under the Indenture, and the beneficial
owners of the Notes will be entitled only to those rights and benefits afforded
to them in accordance with the Depositary's regular operating procedures. See
"Description of Debt Securities--Global Securities" in the Prospectus.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited trust company organized under the laws of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary was created to hold securities for its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to other entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under "Description of
Debt Securities--Global Securities." The Depositary has confirmed to the
Company, the Underwriters and the Trustee that it intends to follow such
procedures with respect to the Notes.
SAME-DAY FUNDS SETTLEMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal, and, so long as the Notes are
represented by a Global Security, interest, will be made in immediately
available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to be settled in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below, severally, and each of the Underwriters has severally
agreed to purchase, the principal amount of the Notes set forth opposite the
name below:
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PRINCIPAL AMOUNT
NAME OF NOTES
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J.P. Morgan Securities Inc.... $ 30,000,000
Salomon Brothers Inc.......... $ 20,000,000
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Total..................... $ 50,000,000
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Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Notes if any are
taken.
The Underwriters initially propose to offer the Notes directly to the public
at the public offering price set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of .40% of the principal amount of the Notes. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial public offering,
the public offering price and such concessions may be changed.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they intend
to make a market in the Notes. The Underwriters are not obligated, however, to
make a market in the Notes and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of their respective businesses, the Underwriters or
their affiliates have engaged and may in the future engage in investment banking
and/or commercial banking transactions with the Company.
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