SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TEKTRONIX, INC.
(Name of Issuer)
Common Stock, no par value
(Title of class of securities)
879131100
(CUSIP number)
Ralph V. Whitworth
Relational Investors, LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
(619) 597-9400
(Name, address and telephone number of person authorized
to receive notices and communications)
March 18, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the following
box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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>
SCHEDULE 13D
CUSIP No. 879131100
- - ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, LLC
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,589,500
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,589,500
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,589,500
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,576,618
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,576,618
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,576,618
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL FUND PARTNERS, L.P.
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
81,890
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 81,890
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
81,890
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL COAST PARTNERS, L.P.
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) []
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
121,843
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 121,843
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
121,843
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL PARTNERS, L.P.
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
388,569
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 388,569
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
388,569
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH V. WHITWORTH
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,589,500
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,589,500
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,589,500
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID H. BATCHELDER
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,589,500
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,589,500
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,589,500
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 879131100
- - ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOEL L. REED
- - ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- - ------------------------------------------------------------------------------
3 SEC USE ONLY
- - ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- - ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- - ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,589,500
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
4,589,500
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,589,500
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- - ------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
common stock without par value (the "Shares"), of Tektronix, Inc, a
Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 26600 S.W. Parkway Ave, Wilsonville,
Oregon 97070.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by and on behalf of Relational
Investors, L.P. ("RILP"), Relational Fund Partners, L.P. ("RFP"),
Relational Coast Partners, L.P. ("RCP"), and Relational Partners,
L.P. ("RP"). Each of RILP, RFP, RCP and RP is a Delaware limited
partnership. The principal business of each of RILP, RFP, RCP and RP
is investing in securities.
This Statement is also being filed by and on behalf of Relational
Investors, LLC ("RILLC"), a Delaware limited liability company. The principal
business of RILLC is being the sole general partner of RILP, RFP, RCP and RP.
RILP, RFP, RCP, RP and three accounts managed by RILLC are the beneficial
Owners of the securities covered by this Statement. Pursuant to the Limited
Partnership Agreement of each of RILP, RFP, RCP and RP, and the investment
management agreement for the accounts managed by RILLC, RILLC has sole
investment discretion and voting authority with respect to the securities
covered by this Statement.
This Statement is also being filed by and on behalf of Ralph V.
Whitworth, David H. Batchelder and Joel L. Reed. Messrs. Whitworth,
Batchelder and Reed are the Managing Members of RILLC, in which capacity
they share voting control and dispositive power over the securities covered
by this Statement. Messrs. Whitworth, Batchelder and Reed, therefore, may
be deemed to have shared indirect beneficial ownership of such securities.
The present principal occupation of each of Messrs. Whitworth and Batchelder
is serving as a Managing Member of RILLC. The present principal occupation
of Mr. Reed is serving as President of Batchelder & Partners, Inc. (Messrs.
Whitworth, Batchelder and Reed, together with RILP, RFP, RCP, RP and RILLC,
hereinafter, the "Reporting Persons").
During the last five years, none of the Reporting Persons has been
(i) convicted in a criminal proceeding or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
The business address of each of the Reporting Persons is 4330 La
Jolla Village Drive, Suite 220, San Diego, California 92122.
Messrs. Whitworth, Batchelder and Reed are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Two of the three accounts managed by RILLC purchased an aggregate
of 11,431 Shares for total consideration (including brokerage commissions)
of $269,638.00 derived from capital in the managed accounts and margin
borrowings from the client margin accounts at Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"). The other account managed by RILLC purchased
an aggregate of 409,149 Shares for a total consideration (including broker
commissions) of $9,681,653.09 derived from the capital of the managed account.
RILP purchased an aggregate of 3,576,618 Shares for total
consideration (including brokerage commissions) of $84,596,667.65 derived
from the capital of RILP.
RFP purchased an aggregate of 81,890 Shares for total consideration
(including brokerage commissions) of $1,954,421.64 derived from the capital
of RFP and margin borrowings from a margin account at DLJ.
RCP purchased an aggregate of 121,843 Shares for total consideration
(including brokerage commissions) of $2,880,547.33 derived from the capital
of RCP and margin borrowings from a margin account at DLJ.
RP purchased an aggregate of 388,569 Shares for total consideration
(including brokerage commissions) of $9,190,319.35 derived from the capital
of RP and margin borrowings from a margin account at DLJ.
Interest on the margin debt balance of each of the margin accounts
described above is charged at the then Federal Funds Rate plus 75 basis
points. DLJ has a lien on the Shares held by two of the three accounts
managed by RILLC and those held by each of RFP, RCP and RP to secure
repayment of the margin borrowings described above.
ITEM 4. PURPOSE OF THE TRANSACTION.
As of the date of this Statement, except as set forth below, none
Of the Reporting Persons has any present plan or intention which would result
In or relate to any of the actions described in subparagraphs (a) through (j)
Of Item 4 of Schedule 13D.
The Reporting Persons acquired the Shares covered by this Statement
because, in their opinion, such Shares are undervalued by the market at the
present time. One factor that the Reporting Persons believe has historically
contributed to the Shares' undervaluation is the Company's continued investment
in, and operation of, certain unprofitable business segments. In particular,
the Reporting Persons are concerned about the company's funding of the
unprofitable segments with profits generated by its successful "color printing
and imaging" and "measurement business" divisions.
The Reporting Persons have discussed their concerns with management
and outlined steps (the "Program") which the Reporting Persons believe
management should immediately undertake. The Reporting Persons are encouraged
by management's response.
The Reporting Persons believe that, if properly executed, the
Program would materially improve the Company's results, restore confidence
in the Company's management and correct the undervaluation of the Shares.
Specifically, by the letter filed herewith as Exhibit 4, dated March 22,
1999, the Reporting Persons recommended to the Company's management that
they immediately initiate the following steps:
* Dispose of unprofitable operations related to the Company's video and
networking division.
* Implement a comprehensive cost reduction program within the measurement
business division.
* Curtail excess capital programs related to corporate infrastructure.
* Strictly limit growth initiatives to the Company's core strengths of
color printers and test and measurement equipment.
* Deploy the excess cash resulting from these steps to a major share
repurchase program.
* Add major shareholder representation to the Company's board of directors.
The Reporting Persons believe that a prompt disposition of the
video and networking division is essential to the Program's success.
During the Company's March 18th third quarter conference call with
investors and analysts, management guided conference participants to
adjust projected earnings per share for fiscal 2000 from $2.23 per share
to a range of $1.55 to $1.75 per share. In response to follow up questions,
management confirmed that the sole reason for the adjustment was projected
losses in the video division impacting earnings per share from between $.50
to $.60 per share. The Reporting Persons believe that a prompt disposition
of the unprofitable video and networking division components would positively
impact the Company's earnings by at least the same amount.
The Reporting Persons feel strongly that significant shareholder
representation on the Company's board of directors is a key component of the
Program and have requested a meeting with the Company's Committee on Directors
to discuss this further.
The Reporting Persons intend to closely monitor the Company's
performance and may modify their plans in the future. The Reporting Persons
and their representatives and advisers intend to continue from time to time to
discuss the Company and its business and management with members of the board
of directors and management of the Company. In addition, the Reporting Persons
and their representatives and advisers may communicate with other shareholders,
industry participants and other interested parties concerning the Company.
To propel the Company to take decisive action, the Reporting
Persons may exercise any and all of their respective rights as shareholders
of the Company in a manner consistent with their equity interests, including
seeking representation on the Company's board of directors at a special or
annual meeting of the Company's shareholders.
The Reporting Persons may from time-to-time (i) acquire additional
Shares (subject to availability at prices deemed favorable) in the open
market, in privately negotiated transactions or otherwise, or (ii) dispose of
Shares at prices deemed favorable in the open market, in privately negotiated
transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 4,589,500 Shares constituting 9.8% of
the outstanding Shares (the percentage of Shares owned being based upon
46,842,471 Shares outstanding at December 26, 1998 as set forth in the
Company's Form 10-Q for the quarter ended November 28, 1998. The Reporting
Persons may be deemed to have direct beneficial ownership of Shares as
follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- - - ---- ---------------- -----------------------------
<S> <C> <C>
RILLC 420,580 0.90%
RILP 3,576,618 7.64%
RFP 81,890 0.17%
RCP 121,843 0.26%
RP 388,569 0.83%
</TABLE>
RILLC, in its capacity as an investment management consultant, may
Be deemed to possess direct beneficial ownership of the 420,580 Shares that
Are owned by accounts which it manages. Additionally, RILLC, as the sole
General partner of each of RILP, RFP, RCP and RP, may be deemed indirectly
to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) the Shares of which any of RILP, RFP, RCP
and RP may be deemed to possess direct beneficial ownership. Each of Messrs.
Whitworth, Batchelder and Reed, as Managing Members of RILLC, may be deemed
to share beneficial ownership of the Shares which RILLC may beneficially own.
Each of Messrs. Whitworth, Batchelder and Reed disclaims beneficial ownership
of such Shares for all other purposes.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 is the beneficial
owner of any Shares.
(b) RILP has the sole power to vote or direct the vote of 3,576,618
Shares and the sole power to dispose or direct the disposition of such Shares.
RFP has the sole power to vote or direct the vote of 81,890 Shares
and the sole power to dispose or direct the disposition of such Shares.
RCP has the sole power to vote or direct the vote of 121,843 Shares
and the sole power to dispose or direct the disposition of such Shares.
RP has the sole power to vote or direct the vote of 388,569 Shares
and the sole power to dispose or direct the disposition of such Shares.
RILLC has the sole power to vote or direct the vote of 420,580
Shares held by three accounts which it manages, and the sole power to dispose
Or direct the disposition of such Shares. In addition, RILLC, as sole General
Partner of RILP, RFP, RCP and RP, may be deemed to have the sole power to vote
or direct the vote of 4,168,920 Shares held by such Reporting Persons, and the
sole power to dispose or direct the disposition of such Shares. Messrs.
Batchelder, Whitworth and Reed, as the Managing Members of RILLC, may be
deemed to share the power to vote or to direct the vote and to dispose or
to direct the disposition of such Shares.
(c) Information concerning transactions in the Shares by the
Reporting Persons during the past 60 days is set forth in Exhibit 1 filed
With this Statement.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares covered by this Statement, except that dividends from, and
proceeds from the sale of, the Shares held by the account managed by RILLC
may be delivered to such account.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, except
as follows: The respective partnership agreements of RILP, RFP, RCP, and RP
each contains provisions whereby its general partner (i.e., RILLC) may, after
certain adjustments, receive a percentage of realized profits, if any, derived
from that partnership's investments.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last 60
days.
2. Customer Agreement with Donaldson, Lufkin & Jenrette
Securities Corporation.
3. Joint Filing Agreement.
4. Letter from Relational Investors LLC to the Chairman
and Chief Executive Officer of Tektronix Inc., dated
March 22, 1999.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: March 29, 1999
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
----------------------------------
as general partner to each
By: /s/ Ralph V. Whitworth
------------------------------
Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
----------------------------------
Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
- - --------------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- - --------------------------------------
David H. Batchelder
/s/ Joel L. Reed
- - --------------------------------------
Joel L. Reed
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
Page No.
- - - ----------- -----------
<S> <C> <C>
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last 60
days.
2. Customer Agreement with Donaldson,
Lufkin & Jenrette Securities
Corporation.
3. Joint Filing Agreement.
4. Letter from Relational Investors LLC to the Chairman
and Chief Executive Officer of Tektronix Inc., dated
March 22, 1999.
</TABLE>
Exhibit 1
TRANSACTIONS IN SHARES OF THE COMPANY
DURING THE PAST 60 DAYS
The Reporting Persons engaged in the following transactions in Shares
of the Company during the past 60 days. All transactions involved
purchases of Shares on the New York Stock Exchange, unless marked (T)
in the second column to indicate a purchase in the Third Market.
<TABLE>
<CAPTION>
Reporting Person with Direct Denotes Date of Number of Price
Beneficial Ownership Third Party Transaction Shares per Share
(including
comm.)
<S> <C> <C> <C> <C>
Relational Investors, L.P. 2/1/99 46,797 $24.64
Relational Partners, L.P. 2/1/99 5,085 $24.64
Relational Fund Partners, L.P. 2/1/99 1,015 $24.64
Relational Coast Partners, L.P. 2/1/99 1,599 $24.64
Relational Investors LLC 2/1/99 5,504 $24.64
Relational Investors, L.P. 2/2/99 27,298 $24.26
Relational Partners, L.P. 2/2/99 2,966 $24.26
Relational Fund Partners, L.P. 2/2/99 592 $24.26
Relational Coast Partners, L.P. 2/2/99 933 $24.26
Relational Investor LLC 2/2/99 3,211 $24.26
Relational Investors, L.P. 2/3/99 3,510 $24.93
Relational Partners, L.P. 2/3/99 381 $24.93
Relational Fund Partners, L.P. 2/3/99 76 $24.93
Relational Coast Partners, L.P. 2/3/99 120 $24.93
Relational Investors LLC 2/3/99 413 $24.93
Relational Investors, L.P. 2/4/99 24,256 $24.86
Relational Partners, L.P. 2/4/99 2,636 $24.86
Relational Fund Partners, L.P. 2/4/99 526 $24.86
Relational Coast Partners, L.P. 2/4/99 829 $24.86
Relational Investors LLC 2/4/99 2,853 $24.86
Relational Investors, L.P. 2/5/99 41,415 $24.55
Relational Partners, L.P. 2/5/99 4,500 $24.55
Relational Fund Partners, L.P. 2/5/99 899 $24.55
Relational Coast Partners, L.P. 2/5/99 1,415 $24.55
Relational Investors LLC 2/5/99 4,871 $24.55
Relational Investors, L.P. 2/8/99 24,179 $24.35
Relational Partners, L.P. 2/8/99 2,627 $24.35
Relational Fund Partners, L.P. 2/8/99 525 $24.35
Relational Coast Partners, L.P. 2/8/99 826 $24.35
Relational Investors LLC 2/8/99 2,843 $24.35
Relational Investors, L.P. 2/9/99 48,747 $24.75
Relational Partners, L.P. 2/9/99 5,297 $24.75
Relational Fund Partners, L.P. 2/9/99 1,058 $24.75
Relational Coast Partners, L.P. 2/9/99 1,665 $24.75
Relational Investors LLC 2/9/99 5,733 $24.75
Relational Investors, L.P. 2/10/99 46,797 $24.24
Relational Partners, L.P. 2/10/99 5,085 $24.24
Relational Fund Partners, L.P. 2/10/99 1,015 $24.24
Relational Coast Partners, L.P. 2/10/99 1,599 $24.24
Relational Investors LLC 2/10/99 5,504 $24.24
Relational Investors, L.P. 2/11/99 48,356 $24.12
Relational Partners, L.P. 2/11/99 5,255 $24.12
Relational Fund Partners, L.P. 2/11/99 1,049 $24.12
Relational Coast Partners, L.P. 2/11/99 1,652 $24.12
Relational Investors LLC 2/11/99 5,688 $24.12
Relational Investors, L.P. 2/12/99 47,109 $22.96
Relational Partners, L.P. 2/12/99 5,119 $22.96
Relational Fund Partners, L.P. 2/12/99 1,022 $22.96
Relational Coast Partners, L.P. 2/12/99 1,609 $22.96
Relational Investors LLC 2/12/99 5,541 $22.96
Relational Investors, L.P. 2/16/99 64,891 $22.83
Relational Partners, L.P. 2/16/99 7,052 $22.83
Relational Fund Partners, L.P. 2/16/99 1,408 $22.83
Relational Coast Partners, L.P. 2/16/99 2,217 $22.83
Relational Investors LLC 2/16/99 7,632 $22.83
Relational Investors, L.P. 2/17/99 54,595 $22.39
Relational Partners, L.P. 2/17/99 5,933 $22.39
Relational Fund Partners, L.P. 2/17/99 1,185 $22.39
Relational Coast Partners, L.P. 2/17/99 1,865 $22.39
Relational Investors LLC 2/17/99 6,422 $22.39
Relational Investors, L.P. 2/18/99 77,994 $21.32
Relational Partners, L.P. 2/18/99 8,475 $21.32
Relational Fund Partners, L.P. 2/18/99 1,692 $21.32
Relational Coast Partners, L.P. 2/18/99 2,664 $21.32
Relational Investors LLC 2/18/99 9,175 $21.32
Relational Investors, L.P. 2/19/99 35,098 $21.48
Relational Partners, L.P. 2/19/99 3,814 $21.48
Relational Fund Partners, L.P. 2/19/99 761 $21.48
Relational Coast Partners, L.P. 2/19/99 1,199 $21.48
Relational Investors LLC 2/19/99 4,128 $21.48
Relational Investors, L.P. 2/22/99 35,098 $21.76
Relational Partners, L.P. 2/22/99 3,814 $21.76
Relational Fund Partners, L.P. 2/22/99 761 $21.76
Relational Coast Partners, L.P. 2/22/99 1,199 $21.76
Relational Investors LLC 2/22/99 4,128 $21.76
Relational Investors, L.P. (T) 3/18/99 116,601 $19.04
Relational Investors, L.P. 3/18/99 676,207 $19.04
Relational Partners, L.P. (T) 3/18/99 12,671 $19.04
Relational Partners, L.P. 3/18/99 73,482 $19.04
Relational Fund Partners, L.P. (T) 3/18/99 2,530 $19.04
Relational Fund Partners, L.P. 3/18/99 14,671 $19.04
Relational Coast Partners, L.P. (T) 3/18/99 3,983 $19.04
Relational Coast Partners, L.P. 3/18/99 23,101 $19.04
Relational Investors LLC (T) 3/18/99 13,715 $19.04
Relational Investors LLC 3/18/99 79,539 $19.04
Relational Investors, L.P. (T) 3/19/99 82,206 $22.46
Relational Investors, L.P. 3/19/99 307,764 $22.46
Relational Partners, L.P. (T) 3/19/99 8,933 $22.46
Relational Partners, L.P. 3/19/99 33,444 $22.46
Relational Fund Partners, L.P. (T) 3/19/99 1,784 $22.46
Relational Fund Partners, L.P. 3/19/99 6,677 $22.46
Relational Coast Partners, L.P. (T) 3/19/99 2,808 $22.46
Relational Coast Partners, L.P. 3/19/99 10,514 $22.46
Relational Investors LLC (T) 3/19/99 9,669 $22.46
Relational Investors LLC 3/19/99 36,201 $22.46
Relational Investors, L.P. 3/22/99 80,022 $23.68
Relational Partners, L.P. 3/22/99 8,696 $23.68
Relational Fund Partners, L.P. 3/22/99 1,736 $23.68
Relational Coast Partners, L.P. 3/22/99 2,734 $23.68
Relational Investors LLC 3/22/99 9,412 $23.68
Relational Investors, L.P. 3/23/99 280,543 $23.56
Relational Partners, L.P. 3/23/99 30,486 $23.56
Relational Fund Partners, L.P. 3/23/99 6,087 $23.56
Relational Coast Partners, L.P. 3/23/99 9,584 $23.56
Relational Investors LLC 3/23/99 33,000 $23.56
Relational Investors, L.P. 3/24/99 119,877 $23.60
Relational Partners, L.P. 3/24/99 13,027 $23.60
Relational Fund Partners, L.P. 3/24/99 2,601 $23.60
Relational Coast Partners, L.P. 3/24/99 4,095 $23.60
Relational Investors LLC 3/24/99 14,100 $23.60
Relational Investors, L.P. 3/25/99 101,003 $24.00
Relational Partners, L.P. 3/25/99 10,976 $24.00
Relational Fund Partners, L.P. 3/25/99 2,191 $24.00
Relational Coast Partners, L.P. 3/25/99 3,450 $24.00
Relational Investors LLC 3/25/99 11,880 $24.00
Relational Investors, L.P. 3/26/99 93,125 $25.20
Relational Partners, L.P. 3/26/99 10,120 $25.20
Relational Fund Partners, L.P. 3/26/99 2,020 $25.20
Relational Coast Partners, L.P. 3/26/99 3,181 $25.20
Relational Investors LLC 3/26/99 10,954 $25.20
</TABLE>
Exhibit 2
CUSTOMER AGREEMENT WITH DONALDSON,
LUFKIN & JENRETTE SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
277 Park Avenue - New York, New York 10172
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned
one or more accounts, the undersigned hereby consents and agrees that
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where executed by you or your agents, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities, commodities and other
property," as used herein shall include, but not be limited to money,
securities and commodities of every kind and nature and all contracts
and options relating thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held,
carried or maintained by you in your possession and control for any purpose,
in or for any of the accounts of the undersigned, now or hereafter opened,
including accounts in which the undersigned may have an interest, shall be
subject to a lien for the discharge of all the indebtedness and other
obligations of the undersigned to you, and are to be held by you as
security for the payment of any liability or indebtedness of the
undersigned to you in any of said accounts. You shall have the right to
transfer securities, commodities and other property so held by you from or
to any other of the accounts of the undersigned whenever in your judgment
you consider such a transfer necessary for your protection. In enforcing
your lien, you shall have the discretion to determine which securities
and property are to be sold and which contracts are to be closed.
LIQUIDATION
4. You shall have the right in accordance with your general policies
regarding your margin maintenance requirements, as such may be modified,
amended or supplemented from time to time, or if, in your discretion you
consider it necessary for your protection to require additional collateral
at an earlier or later point in time than called for by said general
policies, or in the event that a petition in bankruptcy or for appointment
of a receiver is filed by or against the undersigned, or an attachment is
levied against the accounts of the undersigned, or in the event of the
death of the undersigned, to sell any or all securities, commodities and
other property in the accounts of the undersigned with you whether carried
individually or jointly with others, to buy any or all securities, commodities
and other property which may be short in such accounts, to cancel any open
orders and to close any or all outstanding contracts, all without demand for
margin or additional margin, notice of sale or purchase or other notice or
advertisement. Any such sales or purchases may be made at your discretion on
any exchange or other market where such business is usually transacted, or at
public auction or private sale, and you may be the purchasers for your own
account. It being understood that a prior demand, or call or prior notice of
the time and place of such sale or purchase shall not be considered a waiver
of your right to sell or buy without demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned and the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
6. The reasonable costs and expenses of collection of the debit balance and
any unpaid deficiency in the accounts of the undersigned with you, including,
but not limited to, attorney's fees, incurred and payable or paid by you shall
be payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities, and other property now or thereafter held,
carried or maintained by you in your possession in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities, commodities and other property for any amount due in the accounts
of the undersigned, or for any greater amount, and you may do so without
retaining to your possession or control for delivery a like amount of similar
securities, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities and
other property in the accounts of the undersigned for margin purposes as you
shall require from time to time and the monthly debit balances or adjusted
balances in the accounts of the undersigned with you shall be charged in
accordance with your usual custom, with interest at a rate permitted by the
laws of the State of New York. It is understood that the interest charge made
to the undersigned's account at the close of a charge period will be added to
the opening balance for the next charge period unless paid.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and, upon request,
you will state the name and address of the consumer reporting agency that
furnished it. If you extend, update or renew the undersigned's credit, you
may request a new credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally,
whether actually received or not.
NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned
with any legal, tax or accounting advice, that your employees are not
authorized to give any such advice and that the undersigned will not solicit
or rely upon any such advice from you or your employees whether in connection
with transactions in or for any of the accounts of the undersigned or
otherwise. In making legal, tax or accounting decisions with respect to
transactions in or for the accounts of the undersigned or any other matter,
the undersigned will consult with and rely upon its own advisors and not you,
and you shall have no liability therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all accounts
which the undersigned may open or reopen with you, and shall inure to the
benefit of your successors whether by merger, consolidation or otherwise, and
assigns, and you may transfer the accounts of the undersigned to your
successors and assigns, and this agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of trading,
war, strikes or other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is of
full age, that unless otherwise disclosed to you in writing, the undersigned
is not an employee of any exchange, or of any corporation of which any
exchange owns a majority of the capital stock, or of a member firm or member
corporation registered on any exchange or of a bank, trust company, insurance
company or of any corporations, firm or individual engaged in the business of
dealing either as a broker or as principal in securities, bills of exchange,
acceptances or other forms of commercial paper. The undersigned further
represents that no one except the undersigned has an interest in the account
or accounts of the undersigned with you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The undersigned
have executed the Joint Account Agreement and made the election required
therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to
abide by the rules of any national securities association, registered
securities exchange or clearing organization applicable to the trading of
option contracts and, acting alone or in concert, will not violate the
position or exercise limitation rules of any such association or exchange or
of the Options Clearing Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to be
invalid or unenforceable by any court, or regulatory or self-regulatory
agency or body, such invalidity or unenforceability shall attach only to such
provision or condition. The validity of the remaining provisions and
conditions shall not be affected thereby and this agreement shall be carried
out as if any such invalid or unenforceable provision or conditions were not
contained here.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
ARBITRATION DISCLOSURES
18. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR
BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED
BEFORE THE NEW YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES
EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND
ONLY BEFORE SUCH EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC., AS THE UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING
OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON
THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF
INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE
EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITH FIVE (5) DAYS OF SUCH
DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF
THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY
PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT
TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE
CLASS CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii)
THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO
ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES
NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO
OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF
THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
- - ------------------------------------------- ---------------------------
(Name of Entity) (Name of Individual)
________________________________
(Second Party, If Joint Account)
By__________________________________________
Title_______________________________________
SEAL
DATED___________________________ ACCOUNT
NO______________________________
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the common stock, no par value, of Tektronix, Inc. and
further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filing. In evidence thereof, the undersigned hereby execute this
Agreement this 29th of March, 1999.
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
as general partner to each
By: /s/ Ralph V. Whitworth
------------------------------
Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
----------------------------------
Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
- - --------------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- - --------------------------------------
David H. Batchelder
/s/ Joel L. Reed
- - --------------------------------------
Joel L. Reed
Exhibit 4
Letter from Relational Investors LLC to the Chairman
and Chief Executive Officer of Tektronix Inc., dated
March 22, 1999.
RELATIONAL INVESTORS LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
Telephone (619) 597-9400
Facsimile: (619) 597-8200
VIA FACSIMILE
March 22, 1999
Mr. Jerry Meyer
Chairman and Chief Executive Officer
Tektronix, Inc.
26600 SW Parkway Avenue
Wilsonville, OR 97070
Dear Jerry:
Thank you for taking the time to meet with us on Friday.
The meeting was constructive and encouraging.
We believe that Tektronix's market credibility is impaired
because of failed initiatives and the continuing absence
of a credible plan for correcting the company's performance.
Tektronix has great potential for price appreciation if you
immediately initiate the steps we discussed AND convince the
market you will remain steadfact to that path.
In our experience, such a program should be executed under
a single comprehensive plan which has been clearly articulated
to the company's shareholders and employees. This provides
the best chance for the company to receive full credit from
the market and the best chance for successful
implementation. To reiterate, the program we outlined is
to:
- - Dispose of unprofitable operations related to the company's
video division.
- - Implement a comprehensive cost reduction program within the
test and measurement division.
- - Curtail excess capital programs related to corporate
infrastructure.
- - Strictly limit growth initiatives to the company's core
strengths of color printers and test and measurement
equipment.
- - Deploy the excess cash resulting from these steps to a major
share repurchase program.
- - Add major shareholder representation to the company's
board of directors.
As we discussed at our meeting, we feel strongly that large
shareholder representation on Tektronix's board of directors
is a key component of the program. This would send a
powerful message to Tektronix's owners that you are committed
to restoring shareholder confidence and determined to further
align the board's and shareholders' interests. With this
in mind, we are looking forward to hearing back from you
regarding our request to meet with the board's Committee on
Directors. We are happy to travel to Portland or any other
venue of convenience to the committee.
Again, thank you for taking the time to meet. Please call
me at any time if you would like to discuss any of these
issues in more detail or if we can be of assistance.
Sincerely,
/s/ Ralph V. Whitworth
- -----------------------
Ralph V. Whitworth
