<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ).
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TEKTRONIX, INC.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
____________________
(2) Aggregate number of securities to which transaction applies:
Not applicable
____________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
Not applicable
____________________
(4) Proposed maximum aggregate value of transaction:
Not applicable
____________________
(5) Total fee paid:
Not applicable
____________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
Not applicable
____________________
(2) Form, Schedule or Registration Statement No.:
Not applicable
____________________
(3) Filing Party:
Not applicable
____________________
(4) Date Filed:
Not applicable
____________________
______________
<PAGE>
[TEK LOGO] September 9, 1996
ON BEHALF OF THE BOARD OF DIRECTORS OF TEKTRONIX, INC.
FOR THE ANNUAL MEETING TO BE HELD SEPTEMBER 26, 1996
Dear Tektronix Shareholder:
You have probably received the 1996 Proxy Statement of Tektronix,
Inc. ("Tektronix" or the "Company") along with the Company's white proxy
card and the 1996 Annual Report. You also may receive proxy materials with
a green or blue proxy card from the United Food and Commercial Workers
Local 99 ("UFCW") relating to three shareholder proposals submitted by the
UFCW.
The United Food and Commercial Workers Local 99R, located in Phoenix,
Arizona, has notified the Company that it intends to present three
shareholder proposals at the Company's Annual Meeting and to solicit
proxies with respect to these proposals. The proposals relate to: (a)
fixing the size of the Company's board of directors at 11 members and
eliminating provisions for a classified board (referred to as a staggered
board in the shareholder's proposal), (b) the Company's shareholder rights
plan, and (c) the Company's severance arrangements with executives.
The board of directors of the Company recommends that the
shareholders vote AGAINST all of these proposals.
The UFCW has indicated that it owns 25 shares of Common Stock of the
Company with a market value of approximately $975 on August 30, 1996. The
UFCW's solicitation materials indicate that the UFCW intends to spend about
$2,000 on printing, mailing and postage and about the same amount on legal
fees in connection with the solicitation, which is substantially in excess
of the value of their Tektronix stock.
The UFCW is involved in a labor dispute in Arizona with Albertson's,
a large retail merchandiser with headquarters in Boise, Idaho. The UFCW
is engaged in a program of disrupting the annual meeting process of
corporations that have links to Albertson's. The link with the Company
is through A. Gary Ames, an outside director of the Company, who is also
an outside director of Albertson's. The Company understands that the UFCW
has acquired a small amount of stock in and made shareholder proposals at
six other companies that have directors who also serve on the board of
directors of Albertson's.
This dispute is between the UFCW and another corporation and has
nothing to do with the Company. The Company's board of directors believes
that it is inappropriate for the UFCW to seek to involve the Company and
its shareholders in the UFCW's dispute with another corporation. The board
believes that labor-management issues should be resolved by the parties
involved, at the bargaining table or in other traditional labor-management
arenas, and not in the context of an annual meeting of shareholders of an
unrelated company.
For the reasons stated below with respect to each proposal, the board
of directors believes that the three proposals by the UFCW are not in the
best interest of the Company and its shareholders. For these reasons, and
because voting for the proposals supports and encourages the UFCW to
continue to attempt inappropriate methods to prevail in its disputes, the
board of directors urges you to vote AGAINST each of the UFCW proposals.
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HOW TO VOTE
VOTING INSTRUCTIONS ARE SET FORTH AT PAGE 3 BELOW UNDER THE HEADING
"VOTING INSTRUCTIONS."
THE BOARD OF DIRECTORS' REASONS FOR
OPPOSING THE UFCW PROPOSALS
Fixing the Board Size at 11 and Declassifying the Board:
- --------------------------------------------------------
The UFCW's proposal regarding fixing the board size at 11 and
declassifying the board is as follows: "RESOLVED, that the shareholders
hereby amend the Company's by-laws to have annual election of all directors
instead of the current staggered board elections. Article II, section 2
of the bylaws shall be amended to read: 'The number of directors of the
corporation shall be eleven, who shall be elected at each annual meeting
of shareholders and serve one-year terms and until their successors are
elected and qualified. This provision of the bylaws may not be amended by
the board without a vote of the shareholders.'"
This proposal would fix the number of directors at 11, and it
provides that this provision of the bylaws cannot be amended without
shareholder approval. It is important for the board to have flexibility
to respond to changing circumstances, such as increasing the size of the
board in order to add members and decreasing the size to reflect
resignations and retirements. It would be costly, as well as a severe
restriction on the Company's ability to operate effectively and
efficiently, if every change in the size of its board of directors would
require a separate shareholders vote.
This proposal also seeks to eliminate the Company's classified board
of directors. Many large publicly held corporations have classified
boards, and the Company has had a classified board since 1986. The purpose
of the classified board is to insure continuity and stability in the
composition of, and in the policies formulated by, the Company's board of
directors. The board believes that staggered terms provide an effective
balance between the desire for continuity on the board and the need for
accountability. The board also believes that the classified board
structure reduces the ability of a third party to effect a precipitous
change in the Company's direction without the support of directors elected
by the shareholders as a whole. This encourages any person who might seek
to acquire control of the Company to negotiate with the board and would
help give the board the time it would need to evaluate any proposal, study
alternatives and seek the best result for all shareholders. The board of
directors continues to believe that a classified board is appropriate and
prudent in protecting the interests of all shareholders.
The board of directors recommends a vote AGAINST this proposal.
Shareholder Rights Plan:
- ------------------------
The UFCW's proposal regarding the shareholder rights plan is as
follows: "RESOLVED, that shareholders recommend the Company not use its
"poison pill" (its current "shareholder rights" plan, or any replacement
thereof) unless the pill has first been submitted to shareholders and
approved by a majority of shares voted."
The board of directors adopted the Shareholder Rights Plan (the
"Plan") in 1990 because the board believed the Plan would better enable the
board to represent the interests of all shareholders in the event of a
hostile effort to acquire the Company or take advantage of its
shareholders. Many publicly held corporations have shareholder rights
plans. The Plan is not designed to prevent a takeover. The board
believes, and studies show, that shareholder rights plans have been a
significant factor in increasing the value paid to shareholders in hostile
acquisitions. If there were an offer to purchase the Company on terms that
were unfair to some
2
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or all of the shareholders, the board believes that the Plan would
encourage the bidder to negotiate with the board and provide time to obtain
the necessary information to fully evaluate proposals being made.
The board of directors recommends a vote AGAINST this proposal.
Severance Arrangements:
- -----------------------
The UFCW's proposal regarding severance arrangements is as follows:
"RESOLVED, that shareholders recommend that the Company provide senior
executives with no greater protection from discharge than is provided all
long-term employees of the Company. 'Protection from discharge' means the
number of months of severance pay and contractual commitments as to just
cause for termination or as to duration of employment. 'Long-term
employees' here means all employees with more than two years service to
the company."
The Company's severance arrangements with executive officers are
described at page 12 of the Company's Proxy Statement under "Executive
Compensation." These severance arrangements do not restrict the Company's
right to terminate any executive, including termination without cause.
These agreements have been approved by the Organization and Compensation
Committee of the board of directors, which consists of five directors who
are not employees of the Company. Similar types of severance arrangements
for senior executives are commonly offered by large corporations.
The board of directors believes that the Company must retain
flexibility in its ability to provide reasonable severance arrangements to
help attract and retain experienced and highly qualified executives. The
board of directors believes that adopting this proposal would negatively
affect the Company's ability to attract and retain senior executives.
The board of directors recommends a vote AGAINST this proposal.
VOTE REQUIRED
The shareholder proposals, to be approved, require the receipt of
more affirmative votes than negative votes cast for shares represented at
the meeting, assuming a quorum is present. Any abstentions and broker non-
votes are counted for purposes of determining whether a quorum exists at
the annual meeting but have no effect in determining whether a proposal is
approved. The board of directors recommends a vote AGAINST each of the
shareholder proposals.
VOTING INSTRUCTIONS
TO VOTE FOR DIRECTORS AND AGAINST THE UFCW PROPOSALS: You have two ways to
- -----------------------------------------------------
use the Company's proxy cards to vote for directors and against the UFCW's
proposals:
(1) Sign and send in the Company's first white proxy card, and vote
FOR proposals 1 and 2 as listed on that card (Note that if you have already
sent that card in, do nothing further; the board of directors' proxy
holders will exercise their discretionary authority to vote against the
UFCW's proposals); OR:
(2) Sign and send in the Company's yellow-striped second card, vote
FOR proposals 1 and 2, and vote AGAINST proposals 3, 4 and 5 as listed on
that card. If you already sent in the UFCW's card and want to change your
vote, sign and send in the yellow-striped card and vote as described in
this paragraph (2).
3
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Signed but unvoted yellow-striped or white proxy cards will be voted
for the election of directors. In addition signed but unvoted yellow-
striped or white proxy cards will be voted against the UFCW proposals and
in the discretion of the board of directors' proxy holders as to other
matters that may properly come before the Annual Meeting.
In the Company's Proxy Statement dated August 14, 1996, which
accompanied our original white proxy card, the Company sought your
authority to vote your shares in the discretion of the board of directors'
proxy holders as to any matters that may come before the Annual Meeting
that were not specifically indicated on the Company's proxy card, including
the proposals by the UFCW. See "Other Matters" in the Company's Proxy
Statement. As indicated in the Company's Proxy Statement, if the UFCW
proposals are brought before the Annual Meeting, the board of directors'
proxy holders will vote their discretionary authority granted pursuant
to the white proxy card AGAINST the UFCW proposals, unless otherwise
indicated on the proxy card.
TO VOTE OTHERWISE: Complete and return the yellow-striped card.
- ------------------
The accompanying proxy is solicited by the board of directors of the
Company for use at the Annual Meeting to be held September 26, 1996 and at
any adjournment thereof. You may revoke it at any time prior to its use,
by duly executing a later proxy, or by written communication to John P.
Karalis, Secretary of the Company. Executing a proxy will not prevent a
shareholder from voting in person at the Annual Meeting as to any matter
brought before the Annual Meeting to which shareholders are entitled to
vote. Properly executed proxies not revoked will be voted according to the
instructions thereon at the Annual Meeting or at any adjournment thereof.
ELECTION OF DIRECTORS
Please refer to the Company's Notice of Annual Meeting and Proxy
Statement for details with respect to the election of directors. The board
of directors recommends a vote FOR Pauline Lo Alker, A. Gary Ames, Paul E.
Bragdon and Paul C. Ely, Jr. for directors. The UFCW has not proposed any
nominees for directors.
OTHER INFORMATION
Please refer to the Company's Notice of Annual Meeting and Proxy
Statement dated August 14, 1996, which is incorporated herein by reference
in its entirety, for other information regarding the Annual Meeting.
The Company has expended the additional amount of approximately
$3,000 in connection with the solicitation of votes regarding the UFCW's
shareholder proposals.
We urge you take the proper steps, according to the instructions
above, to insure your shares are voted according to your wishes.
You are welcome to attend the Annual Meeting on September 26, 1996
and vote in person for or against any matter that may be presented,
regardless of any proxies you may have executed before the meeting.
Thank you for your continued support of Tektronix.
Sincerely,
JEROME J. MEYER
_______________
Jerome J. Meyer
Chairman and Chief Executive Officer
4
<PAGE>
Form of proxy for Tektronix, Inc.:
______________________________________________________________________
[yellow stripe here]
TEKTRONIX, INC.
P Annual Meeting, September 26, 1996
R Proxy Solicited by the Board of Directors
O
X The undersigned hereby appoints Jerome J. Meyer, Carl W. Neun and John P.
Y Karalis, and each of them, proxies with power of substitution to vote on
behalf of the undersigned all shares which the undersigned may be entitled
to vote at the annual meeting of shareholders of Tektronix, Inc. on
September 26, 1996 and any adjournments thereof, with all powers that the
undersigned would possess if personally present, with respect to each of
the matters referred to on the other side of this proxy. A majority of
the proxies or substitutes present at the meeting may exercise all powers
granted hereby.
Nominees for election as directors:
Class I (three-year term): Pauline Lo Alker, A. Gary Ames,
Paul E. Bragdon and Paul C. Ely, Jr.
(continued, and to be signed on other side)
<PAGE>
______________________________________________________________________
Reverse side of proxy card:
______________________________________________________________________
Please mark your
[x] votes as in this 1757
example.
The shares represented by this proxy will be voted as specified
herein, but if no specification is made, this proxy will be voted for
the election of all nominees for director, against shareholder
proposals 3, 4 and 5, and in the discretion of the proxies as to other
matters that may come before the meeting.
______________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. In the discretion
Directors [ ] [ ] of the proxies, [ ] [ ] [ ]
(see reverse) to transact such
For, except vote withheld other business as
from the following may properly come before the meeting
nominees(s): and any adjournments thereof.
________________________
_____________________________________________________________________
The Board of Directors recommends a vote FOR proposals 1 and 2.
_____________________________________________________________________
__________________________________________
The Board of Directors recommends a vote
AGAINST shareholder proposals 3, 4 and 5.
__________________________________________
FOR AGAINST ABSTAIN
3. Shareholder [ ] [ ] [ ]
proposal -
fix board
size at 11;
classified
board.
4. Shareholder [ ] [ ] [ ]
proposal -
shareholder
rights plan.
5. Shareholder [ ] [ ] [ ]
proposal -
severance
arrange-
ments.
__________________________________________
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)_______________________ DATE______________
Please date and sign as name is imprinted hereon, including
the designation as executor, trustee, etc., if applicable.
A corporation may sign its name by the president or other
authorized officer. All co-owners must sign.
______________________________________________________________________
<PAGE>
Form of voting direction card for 401(k) Plan of Tektronix, Inc.:
______________________________________________________________________
[yellow stripe here]
TEKTRONIX, INC.
P Annual Meeting, September 26, 1996
R Voting Direction Solicited by the 401(k) Plan Trustee
O
X The undersigned participant in the Tektronix 401(k) Plan directs Jerome J.
Y Meyer, Carl W. Neun and John P. Karalis, and each of them, proxies
designated by the Plan Trustee, with full power of substitution, to vote
the shares of stock allocated to the participant's account under the Plan
at the annual meeting of shareholders of Tektronix, Inc. on September 26,
1996 and any adjournments thereof, as stated on the other side of this
voting direction with respect to each of the matters referred to. A
majority of the proxies or substitutes present at the meeting may exercise
all granted powers in accordance with this voting direction.
Nominees for election as directors:
Class I (three-year term): Pauline Lo Alker, A. Gary Ames,
Paul E. Bragdon and Paul C. Ely, Jr.
(continued, and to be signed on other side)
<PAGE>
______________________________________________________________________
Reverse side of voting direction card:
______________________________________________________________________
Please mark your
[x] votes as in this 7110
example.
The shares covered by this voting direction shall be voted as specified
below, but if no specification is made, the shares will be voted for
the election of all nominees for director, against shareholder
proposals 3, 4 and 5, and in the discretion of the proxies as to other
matters that may come before the meeting.
______________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. In the discretion
Directors [ ] [ ] of the proxies, [ ] [ ] [ ]
(see reverse) to transact such
For, except vote withheld other business as
from the following may properly come before the meeting
nominees(s): and any adjournments thereof.
________________________
_____________________________________________________________________
The Board of Directors recommends a vote FOR proposals 1 and 2.
_____________________________________________________________________
__________________________________________
The Board of Directors recommends a vote
AGAINST shareholder proposals 3, 4 and 5.
__________________________________________
FOR AGAINST ABSTAIN
3. Shareholder [ ] [ ] [ ]
proposal -
fix board
size at 11;
classified
board.
4. Shareholder [ ] [ ] [ ]
proposal -
shareholder
rights plan.
5. Shareholder [ ] [ ] [ ]
proposal -
severance
arrange-
ments.
__________________________________________
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)_______________________ DATE_______
Please date and sign as name is imprinted hereon.
