SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Planar Systems, Inc.
______________________________________
(Name of Issuer)
Common Stock
______________________________________
(Title of Class of Securities)
726900103
______________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*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).
<PAGE>
CUSIP NO. 726900103
1. NAME OF REPORTING PERSON:
TEKTRONIX DEVELOPMENT COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) / /
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
OREGON
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER:
355,809
6. SHARED VOTING POWER:
0
7. SOLE DISPOSITIVE POWER:
355,809
8. SHARED DISPOSITIVE POWER:
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
355,809
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.3 PERCENT
12. TYPE OF REPORTING PERSON:
CO
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CUSIP NO. 726900103
1. NAME OF REPORTING PERSON:
TEKTRONIX, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) / /
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
OREGON
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER:
355,809
6. SHARED VOTING POWER:
0
7. SOLE DISPOSITIVE POWER:
355,809
8. SHARED DISPOSITIVE POWER:
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
355,809
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.3 PERCENT
12. TYPE OF REPORTING PERSON:
CO
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Tektronix, Inc., an Oregon corporation ("Tektronix"), owning 100
percent of the outstanding voting securities of Tektronix
Development Company, joins in this filing.
Item 1(a). Name of Issuer:
Planar Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1400 NW Compton Drive
Beaverton, OR 97006
Item 2(a). Names of Persons Filing:
This Schedule 13G is filed on behalf of
Tektronix Development Company ("TDC") and
Tektronix. TDC is a wholly-owned subsidiary
of Tektronix.
Item 2(b). Address of Principal Business Office, or if none,
Residence:
The principal business office of TDC is 26600
SW Parkway Avenue, Wilsonville, OR 97070.
The principal business office of Tektronix is
26600 SW Parkway Avenue, Wilsonville, OR
97070.
Item 2(c). Citizenship:
TDC and Tektronix are corporations
incorporated under the laws of Oregon.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
726900103
Item 3. Type of Reporting Person:
NOT APPLICABLE
Item 4. Ownership:
TDC is a wholly-owned subsidiary of
Tektronix. On December 31, 1995, TDC held a
total of 355,809 shares of the Issuer's
Common Stock which represented approximately
4
3.3 percent of the class. TDC (and therefore
Tektronix by virtue of its 100 percent
ownership of TDC) has sole power to vote or
to direct the vote and sole power to dispose
or to direct the disposition of the 355,809
shares of the Issuer's Common Stock.
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:
/ x /
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:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this agreement is
true, complete and correct.
Date: February 7, 1996
TEKTRONIX DEVELOPMENT COMPANY
By: /s/ JOHN P. KARALIS
_________________________
John P. Karalis
Chairman and President
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TEKTRONIX, INC.
By: /s/ JOHN P. KARALIS
_________________________
John P. Karalis
Senior Vice President
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