As filed with the Securities and Exchange Commission on March 4, 1999
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TEKTRONIX, INC.
(Exact name of Registrant as specified in its charter)
OREGON 93-034990
(State of (IRS Employer
Incorporation) Identification Number)
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26600 S.W. Parkway,
Wilsonville, Oregon 97070-1000
(Address of Registrant's principal executive office)
Registrant's telephone number, including area code: (503) 627-7111
JAMES F. DALTON
Vice President and General Counsel
26600 S.W. Parkway
Wilsonville, Oregon 97070-1000
Tel: (503) 685-4234
(Name, address and telephone number of agent for service)
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Copies to:
MARGARET HILL NOTO
STOEL RIVES LLP
900 S.W. Fifth Avenue
Portland, Oregon 97204
Tel: (503) 294-9348
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Approximate date of commencement of proposed
sale to the public: As soon as practicable after the
effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Registered (1) Security (1) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (3)
- ---------------------------------------------------------------------------------------------------------------------
Common Shares,
no par value (4)
- ---------------------------------------------------------------------------------------------------------------------
Total $300,000,000 100% $300,000,000 $83,400
- ---------------------------------------------------------------------------------------------------------------------
(1) The amount to be registered and the proposed maximum initial offering price
per security will be determined, from time to time, by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee. In no
event will the aggregate initial offering price of all securities issued
from time to time pursuant to this Registration Statement exceed
$300,000,000.
(3) Subject to Footnote (2), there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time
to time by the Registrant. If any such Debt Securities are issued at an
original discount, such greater amount as shall result in an aggregate
offering price of $300,000,000, or if any Debt Securities are issued with a
principal amount denominated in any foreign currency, such principal amount
as shall result in an aggregate offering price equivalent to $300,000,000
at the time of the initial offering.
(4) Subject to Footnote (2), there are being registered hereunder an
indeterminate number of Common Shares as may be sold from time to time by
the Registrant. Subject to Footnote (2), there are also being registered
hereunder an indeterminate number of Common Shares as may be issuable upon
conversion of the Debt Securities registered hereby.
</TABLE>
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
Prospectus
TEKTRONIX, INC.
$300,000,000
Debt Securities
and Common Shares
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Tektronix, Inc. may offer from time to time
o Debt securities, consisting of notes, debentures or other evidences of
indebtedness, including indebtedness convertible into equity
securities, in one or more series (the "Debt Securities"), or
o Shares of our common stock ("Common Shares")
We refer to the Debt Securities and Common Shares in this prospectus as the
"Securities." We will offer the Securities at an aggregate initial offering
price of up to $300,000,000 at prices and on terms that we will determine in
light of market conditions at the time of sale and which we will describe in one
or more prospectus supplements. We will describe in a prospectus supplement:
o In the case of Debt Securities, where applicable, the specific
designation; aggregate principal amount; authorized denominations;
maturity; rate or rates and time or times of payment of any interest;
any terms for optional or mandatory redemption or conversion or
payment of additional amounts or any sinking fund provisions; any
initial public offering price; the proceeds to the Company; and other
terms of the offering and sale; and
o In the case of Common Shares, the number of Common Shares; the
offering price; the proceeds to the Company; and other terms of the
offering and sale
We may sell the Securities directly, through agents designated from time to
time or to or through underwriters or dealers. We will include the names of
agents or underwriters involved in the sale of the Securities and any
commissions or discounts in a prospectus supplement. See "Plan of Distribution"
for more information on this topic.
We will only issue the Securities in registered form. The Company's Common
Shares are listed on the New York Stock Exchange under the symbol "TEK." We will
list any Common Shares sold on that exchange.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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This prospectus may be used to offer and sell Securities only if
accompanied by the prospectus supplement for those Securities.
________________, 1999
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Where You Can Find More Information -
Incorporation of Certain Documents by Reference
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities and Exchange Act of 1934 (the "Exchange Act"). We have filed with
the SEC a Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the Securities
offered pursuant to this prospectus. For further information, you should refer
to the Registration Statement and its exhibits. You can inspect and copy our
reports, proxy statements, the Registration Statement and other information
filed with the SEC at the offices of the SEC's Public Reference Room at 450
Fifth Street, N.W., Room 1024, Washington, D.C., 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The SEC
maintains an Internet Website at http://www.sec.gov/ where you can obtain
certain of our SEC filings. In addition, you can inspect our reports, proxy
materials and other information at the offices of the New York Stock Exchange,
on which our Common Shares are listed, at 20 Broad Street, New York, N.Y.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means we can disclose information to you by referring to
those documents. The information incorporated by reference is an important part
of this prospectus, and information we file later with the SEC will
automatically update and supersede this information. We are incorporating by
reference in this prospectus the following documents filed with the SEC pursuant
to the Exchange Act:
o The Company's Annual Report on Form 10-K for the year ended May 30,
1998;
o The Company's Quarterly Reports on Form 10-Q for the quarters ended
August 29, 1998 and November 28, 1998; and
o The description of the Company's Common Shares contained in the
Company's registration statement under the Exchange Act, including any
amendment or report updating the description.
In addition, we incorporate by reference all documents we will file with
the SEC in the future under Sections 13, 14 or 15(d) of the Exchange Act until
the termination of this offering. We refer to these documents, and the documents
enumerated above, in this prospectus as "Incorporated Documents." The documents
enumerated above or later filed by the Company pursuant to Section 13 or 14 of
the Exchange Act prior to the filing of the Company's Annual Report on Form 10-K
for the current fiscal year with the SEC will not be considered Incorporated
Documents or be incorporated by reference in this prospectus or be a part hereof
from and after filing of that Annual Report on Form 10-K). You should consider
all Incorporated Documents a part of this prospectus.
We may provide information in an accompanying prospectus supplement or in a
subsequently filed Incorporated Document that modifies or supersedes the
statements made in
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an Incorporated Document. If we have provided information to modify or supersede
such statements, you should not consider the original statement, except as
modified or superseded, a part of this prospectus.
The information relating to the Company contained in this prospectus is not
comprehensive and you should read it together with the information contained in
the Incorporated Documents. You should rely only on the Incorporated Documents
and information provided in this prospectus or any prospectus supplement. We
have not authorized anyone else to provide you with different information.
You may request, without charge, a copy of any Incorporated Document
(excluding exhibits, unless we have specifically incorporated an exhibit in an
Incorporated Document) by writing or telephoning us at our principal executive
offices at the following address:
Tektronix, Inc.
P.O. Box 1000
Wilsonville, Oregon 97070-1000
Attention: E. Scott Hildebrandt, Vice President and Treasurer
Telephone (503) 627-7111
ABOUT TEKTRONIX
Tektronix products cover a wide range of electronic equipment, including:
o Measurement business products that include general purpose test
instruments, such as digital and analog oscilloscopes, logic
analyzers, digital multimeters, VXI card-modular products, and probes;
RF and wireless test instruments, such as spectrum analyzers,
communication test sets and high frequency signal sources;
telecommunications instruments, such as optical time domain
reflectometers (OTDRs), cable testers and communications test sets;
and television test instruments, such as audio and video measurement
sets, waveform monitors, vectorscopes, signal generators, and RF/cable
measurement products;
o Color printing and imaging products that include color printers, ink
and related products and supplies; and
o Video and networking products that include studio production
equipment, signal processing and distribution equipment, transmission
systems, video disk recorders, and related products.
Tektronix is an Oregon corporation organized in 1946. The mailing address
for our executive offices is P.O. Box 1000, Wilsonville, Oregon 97070, and our
telephone number is (503) 627-7111.
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USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, we will use the
net proceeds from the sale of the Securities to repay a portion of our
indebtedness at the time of issuance of the Securities and for other general
corporate purposes.
DESCRIPTION OF DEBT SECURITIES
We will issue the Debt Securities under an Indenture, dated November 16,
1987, as amended by a First Supplemental Indenture (as amended, the
"Indenture"), between the Company and Citibank, N.A., as successor Trustee (the
"Trustee"), a copy of which is filed as an exhibit to the Registration
Statement. The statements under this caption are brief summaries of certain
provisions of the Indenture. These statements are not complete restatements of
the Indenture. We urge you to read the Indenture because it, and not the
description in this prospectus, defines your rights as a holder of Debt
Securities. In the following description we refer to and have incorporated by
reference specific sections of the Indenture and terms that are defined in the
Indenture. We may also refer to sections of the Indenture and defined terms in a
prospectus supplement.
We may issue the Debt Securities from time to time in one or more series.
We will describe the terms of each series of Debt Securities offered by any
prospectus supplement in that prospectus supplement.
General
We will limit the Debt Securities offered by this prospectus to
$300,000,000 aggregate principal amount (or if any Debt Securities are issued at
an original issue discount, the greater amount that results in gross proceeds of
$300,000,000 to the Company). The Indenture does not limit the aggregate amount
of Debt Securities that we may issue. Accordingly, we may issue Debt Securities
under the Indenture in separate series up to the aggregate amount that we
authorize for each series. The Debt Securities will be unsecured obligations and
will rank on a parity with all of our other unsecured and unsubordinated
indebtedness. At November 28, 1998, Tektronix had approximately $150,000,000 of
unsecured and unsubordinated long-term indebtedness.
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We will describe the following applicable terms of the offered Debt
Securities in any prospectus supplement:
(1) the title;
(2) any rights of holders to convert or exchange the Debt Securities;
(3) any limit upon the aggregate principal amount;
(4) the date or dates on which the principal is payable;
(5) the interest rate or rates (or, if subject to adjustment, the manner
for determining the rates), if any, the date or dates from which
interest accrues, the Interest Payment Dates and the Regular Record
Date for any interest payable;
(6) whether Debt Securities will be represented by a Registered Global
Security as described below under "Global Securities" or by
certificates issued in definitive form;
(7) the places where (a) the principal of and premium, if any, and
interest will be payable, (b) Debt Securities may be presented for
registration of transfer or exchange, and (c) notices and demands to
or upon us may be made;
(8) any redemption periods, prices, and terms and conditions for
redemptions at our option;
(9) our obligation, if any, to redeem, purchase or repay the Debt
Securities pursuant to any sinking fund or similar provisions or at
the option of a Holder of Debt Securities and the period or periods
within which, the price or prices at which and the terms and
conditions upon which the Debt Securities shall be redeemed, purchased
or repaid, in whole or in part, under that obligation;
(10) the denominations of issuance if other than $1,000 and any integral
multiple of that denomination;
(11) any change to any Event of Default or any of our covenants in the
Indenture;
(12) any index used to determine the principal (and premium, if any) amount
of payments and the manner in which the amounts will be determined;
(13) if other than the full principal amount, the portion of the principal
amount payable upon declaration of acceleration of the Maturity under
the Indenture;
(14) the dates that lists of holders of Original Issue Discount Securities
are to be furnished to the Trustee;
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(15) the currency in which the principal, and premium, if any, or interest,
if any, will be payable, if other than the currency of the United
States of America; and
(16) any other terms consistent with the provisions of the Indenture.
(Section 301 of the Indenture)
We may issue Debt Securities as Original Issue Discount Securities to be
sold at a substantial discount below their principal amount. We will describe
special United States federal income tax considerations applicable to any Debt
Securities issued at an original issue discount, including Original Issue
Discount Securities, in a prospectus supplement.
Denominations, Registration and Transfer
We will issue Debt Securities only in registered form, without coupons, in
denominations specified in the prospectus supplement for the Debt Securities.
Except as described below under the heading "Global Securities," a Holder of
Debt Securities will be able to exchange Debt Securities of any series for other
Debt Securities of the same series of any authorized denominations and of a
comparable aggregate principal amount and tenor. (Section 305)
Holders may present Debt Securities for exchange as provided above, and,
except as described under "Global Securities," may present Debt Securities for
registration of transfer at the office of the Security Registrar or at the
office of any transfer agent that we designate for that purpose for any series
of Debt Securities without service charge. A Holder must present a satisfactory
written transfer document and pay any taxes and other governmental charges
described in the Indenture. The Security Registrar or the transfer agent will
carry out the transfer or exchange when it is satisfied with the documents of
title and identity of the person making the request. We have appointed the
Trustee as Security Registrar. (Section 305). We may designate any other
transfer agents, in addition to the Security Registrar, for any series of Debt
Securities in a prospectus supplement. We may also at any time rescind the
designation of any transfer agent or approve a change in transfer agent
locations, provided that we maintain a transfer agent in each Place of Payment
for the series. We may at any time designate additional transfer agents for any
series of Debt Securities. (Section 1002)
In the event of any redemption, we are not required to (1) issue, register
the transfer of or exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending at the close of business on
the day the relevant notice of redemption is mailed or (2) register the transfer
of or exchange all or a portion of any Debt Security called for redemption,
except the unredeemed portion of any Debt Security being redeemed in part.
(Section 305)
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Conversion Rights
We will describe in a prospectus supplement the terms, if any, on which
Debt Securities of a series may be exchanged for or converted into Common Shares
or any other security. The description will include:
(1) the conversion price or exchange ratio (or the method of calculating
the price or ratio);
(2) the conversion or exchange period (or the method of determining the
period);
(3) whether conversion or exchange will be mandatory or at our option or
the option of the Holder;
(4) provisions for adjustment of the conversion price or exchange ratio;
and
(5) provisions affecting conversion or exchange in the event of the
redemption of the Debt Securities.
Global Securities
We may issue Debt Securities of a series as one or more fully registered
global securities (a "Registered Global Security"). A Registered Global Security
is deposited with a depositary (a "Depositary"), or with a nominee for a
Depositary identified in the prospectus supplement for the series, and
registered in the name of the Depositary or its nominee. If we issue Registered
Global Securities, we will issue them in aggregate denominations equal to the
portion of the aggregate principal amount of outstanding Debt Securities of the
series represented by the Registered Global Securities. A Registered Global
Security, if not exchanged in whole for Debt Securities in definitive registered
form, may not be transferred except as a whole (1) among the Depositary for the
Registered Global Security and its nominees or (2) among the Depositary or its
nominees and successors to the Depositary or nominees of those successors. The
Depositary currently accepts only Debt Securities that are denominated in U.S.
dollars.
We will describe the specific terms of the depositary arrangement for any
portion of a series of Debt Securities to be represented by a Registered Global
Security in a prospectus supplement. We anticipate that the provisions described
below will apply to all depositary arrangements.
Only persons that have accounts with the Depositary for the Registered
Global Security ("participants") or persons that hold interests through
participants may own beneficial interests in a Registered Global Security. Upon
the issuance of a Registered Global Security, the Depositary for the Registered
Global Security will credit, on its book-entry registration and transfer system,
the participants' accounts with the principal amounts of the Debt Securities
represented by the Registered Global Security that they beneficially own. Any
dealers, underwriters or agents participating in the distribution of the Debt
Securities will designate the accounts to be credited. Records maintained by the
Depositary
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for the Registered Global Security and the records of participants will show
ownership of beneficial interests in the Registered Global Security. Ownership
interests will be transferred only through such records. The laws of some states
may require that certain purchasers of securities take physical delivery of the
securities in definitive form. These limits and laws may impair the ability to
own, transfer or pledge beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of the Registered Global Security, the Depositary or
nominee will be considered the sole owner or holder of the Debt Securities
represented by the Registered Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a
Registered Global Security will not be entitled to have the Debt Securities
represented by such Registered Global Security registered in their names, will
not receive or be entitled to receive physical delivery of the Debt Securities
in definitive form and will not be considered the owners or holders of the Debt
Securities under the Indenture. Accordingly, each person owning a beneficial
interest in a Registered Global Security must rely on the procedures of the
Depositary for the Registered Global Security and, if the person is not a
participant, on the procedures of the participant through which the person owns
its interest, to exercise any rights of a holder under the Indenture. We
understand that, under existing industry practices, if we request any action of
holders or if an owner of a beneficial interest in a Registered Global Security
desires to take any action permitted under the Indenture, then (1) the
Depositary for the Registered Global Security would authorize the participants
holding the relevant beneficial interests to take such action, and (2) the
participants would authorize beneficial owners owning through such participants
to take such action or would otherwise act upon the instructions of those
beneficial owners.
As the registered owner of a Registered Global Security, the Depositary or
its nominee will receive principal, premium, if any, and interest payments on
Debt Securities represented by a Registered Global Security. We and the Trustee,
and any other agent of ours or of the Trustee will not have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in such Registered Global Security or
for maintaining, supervising or reviewing any records relating to beneficial
ownership interests.
We expect that the Depositary for any Debt Securities represented by a
Registered Global Security, upon receipt of any payment of principal, premium,
if any, or interest in connection with a Registered Global Security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the Registered Global Security as
shown on the Depositary's records. We also expect that payments by participants
to owners of beneficial interests in the Registered Global Security held through
the participants will be governed by standing customer instructions and
customary practices, as is now the case with securities registered in "street
name," and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and within 90
days we do not appoint a successor
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Depositary registered as a clearing agency under the Exchange Act, we will issue
Debt Securities in definitive form in exchange for that Registered Global
Security. In addition, we may at any time and in our sole discretion determine
not to have any of the Debt Securities of a series represented by Registered
Global Securities and, in that event, we will issue Debt Securities of that
series in definitive form in exchange for all of the Registered Global
Securities representing those Debt Securities. Any Debt Securities issued in
definitive form in exchange for a Registered Global Security will be registered
in the names provided by the Depositary to the Trustee. We expect that
instructions from the Depositary to the Trustee will be based on directions
received from participants regarding ownership of beneficial interests in the
Registered Global Security.
Payment and Paying Agents
Unless we state otherwise in an applicable prospectus supplement, we will
cause payment of principal of, premium, if any, and any interest on Debt
Securities to be made at the office of the Paying Agent or Paying Agents that we
have designated. At our option, we may cause payment of interest to be made (i)
by check mailed to the Person entitled to the interest at the address listed in
the Security Register or (ii) by transfer to an account of the Person entitled
to the interest specified in the Security Register, provided that proper
transfer instructions have been received by the Regular Record Date. (Sections
101, 307, 1002). Unless we state otherwise in an applicable prospectus
supplement, we will cause payment of any installment of interest on Debt
Securities to be made to the Person in whose name such Debt Security is
registered at the close of business on the Regular Record Date for that
interest, except in the case of Defaulted Interest. (Section 307)
Unless we state otherwise in an applicable prospectus supplement, the
principal office of the Trustee in New York City will be our sole Paying Agent
for payments related to Debt Securities. At any time we may designate additional
Paying Agents or rescind the designation of any Paying Agent or approve a change
in the office through which any Paying Agent acts, but we are required to
maintain a Paying Agent in each Place of Payment for each series of Debt
Securities. (Section 1002)
Any money that we have paid to a Paying Agent for the payment of principal
of, and premium, if any or interest on any Debt Security which is unclaimed at
the end of two years after it became due will be repaid to us. After that time
the Holder of that Debt Security will look only to us for payment as a general
unsecured creditor. (Section 1003)
Certain Restrictions
Limitations on Liens. We will not, and will not permit any Restricted
Subsidiary to, create, assume or guarantee any Secured Debt without securing the
Debt Securities equally and ratably with such Secured Debt. We will make similar
provisions to secure any other indebtedness or guarantees of indebtedness of
ours or the Restricted Subsidiary entitled to the benefit of a similar
agreement. The term "Secured Debt" means indebtedness of ours and of Restricted
Subsidiaries for money borrowed that is secured by a mortgage, pledge, lien,
security interest or encumbrance on (a) any Principal Domestic Operating
Property of ours or
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of any Restricted Subsidiary or (b) any shares of stock or indebtedness of any
Restricted Subsidiary. This covenant does not apply to debt secured by:
(1) some mortgages, pledges, liens or encumbrances created in connection
with the acquisition or construction of property by us or a Restricted
Subsidiary;
(2) some mortgages on our property or that of a Restricted Subsidiary on
which new plants are constructed if, in the opinion of our president
or chief financial officer, the property was substantially unimproved
for its intended use prior to the construction;
(3) mortgages, pledges, liens or encumbrances on property existing at the
time of its acquisition, whether or not assumed by us or a Restricted
Subsidiary;
(4) mortgages, pledges, liens or encumbrances on property, shares of stock
or indebtedness of any corporation existing at the time the
corporation becomes a Restricted Subsidiary;
(5) mortgages, pledges, liens or encumbrances on property of a corporation
existing (a) at the time the corporation is merged into or
consolidated with us or a Restricted Subsidiary or (b) at the time we
or a Restricted Subsidiary acquires substantially all of the
properties of a corporation or firm by purchase, lease or other means;
(6) mortgages on our property or that of a Restricted Subsidiary in favor
of the United States of America or any state of the United States, or
in favor of any other country, or any agency, instrumentality or
political subdivision to secure certain payments under any contract or
statute or to secure indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to those mortgages; or
(7) any extensions, renewals or replacements, in whole or in part, of any
mortgage, pledge, lien or encumbrance referred to in the foregoing
clauses (1) through (6).
Notwithstanding the above, we and one or more Restricted Subsidiaries may,
without securing the Debt Securities, issue, assume or guarantee Secured Debt
that would otherwise be covered by the foregoing restrictions, if, after doing
so, the aggregate amount of that type of Secured Debt outstanding and the
aggregate "value" of sale and leaseback transactions (other than transactions
which indebtedness has been, or will be, retired in accordance with the
following paragraph) at the time does not exceed 10% of Consolidated Net
Tangible Assets. As used in the preceding sentence, "value" means the greater of
either (i) the net proceeds of the sale of the property involved in the sale and
leaseback transaction or (ii) the fair value of that property determined by our
Board of Directors, in each case divided first by the number of full years in
the term of the lease and then multiplied by the number of full years of the
term remaining at the time of determination. (Sections 101 and 1007)
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Limitations on Sale and Leaseback Transactions. Sale and Leaseback
Transactions by us or any Restricted Subsidiary of any Principal Domestic
Operating Property are prohibited unless (a) the property involved is property
that could be mortgaged without equally and ratably securing the Debt Securities
or (b) an amount equal to the proceeds of sale or the fair value of the property
sold, whichever is higher, is applied to the retirement of Funded Debt.
(Sections 101 and 1008)
Definitions Applicable to Limitations.
o The term "Principal Domestic Operating Property" means any land or any
facility, together with fixtures, located in the United States, owned
or leased by us or any Restricted Subsidiary and having a gross book
value in excess of 2% of Consolidated Net Tangible Assets, other than
any part of that land or facility that, in the opinion of our Board of
Directors, is not of material importance to our total business.
(Section 101)
o The term "Consolidated Net Tangible Assets" means our total assets and
those of our Subsidiaries, including investments in Subsidiaries and
joint ventures after deducting (1) all current liabilities, excluding
any current liabilities constituting Funded Debt by reason of being
renewable or extendable at our option, (2) all goodwill, trade names,
trademarks, patents, organization expenses and other similar
intangibles and (3) assets of Unrestricted Subsidiaries otherwise
included in this definition, all as set forth on our most recent
consolidated quarterly balance sheet, prepared in accordance with
generally accepted accounting principles. (Section 101)
o The term "Restricted Subsidiary" means (1) any Subsidiary in existence
on the date of the Indenture (2) any Subsidiary acquired or organized
after that date unless it is designated by the Board of Directors as
an Unrestricted Subsidiary and (3) any successor to any Restricted
Subsidiary. The Board of Directors may change the designation of a
Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary if
afterwards we would not be in violation of any covenant or agreement
in the Indenture and there is no Event of Default. (Section 101)
Defeasance
We may discharge our indebtedness and certain of our obligations under the
Indenture related to a series by depositing funds or U.S. Government Obligations
with the Trustee.
Defeasance and Discharge. Under the Indenture we will be discharged from
our obligations described under the caption "Certain Restrictions" and certain
other obligations related to the Debt Securities of any series if we deposit
with the Trustee money or U.S. Government Obligations sufficient to pay the
principal of, and premium, if any, each installment of interest on, and any
sinking fund payments on the Debt Securities of the series on the Stated
Maturity of the payments as required by the Indenture and Debt Securities. These
provisions of the Indenture, however, do not permit us to discharge certain
11
<PAGE>
obligations, including obligations to make payments on Debt Securities in
accordance with the terms of the series, to exchange Debt Securities, to
register transfer or exchange of Debt Securities, to replace stolen, lost or
mutilated Debt Securities or to maintain paying agencies. We may establish this
kind of trust only if, among other things: (1) we have caused to be paid all
other sums payable with respect to the Debt Securities of the series; (2) the
deposit will not result in a breach or violation of, or constitute a default
under, the Indenture or any other agreement or instrument to which we are a
party or by which we are bound; (3) there is no continuing Event of Default or
event which with the giving of notice or lapse of time, or both, would become an
Event of Default with respect to the Debt Securities on the date of the deposit;
(4) the Debt Securities of the series, if listed on any national securities
exchange, will in the Opinion of Counsel not be delisted as a result of the
deposit, defeasance and discharge; (5) we have delivered to the Trustee an
Opinion of Counsel that the Holders of Debt Securities of the series will not
recognize income, gain or loss for federal income tax purposes as a result of
the deposit, defeasance and discharge and will be subject to federal income tax
on the same amount and in the same manner and at the same times, as they would
have been if the deposit, defeasance and discharge had not occurred; and (6) we
have delivered to the Trustee an Officers Certificate and an Opinion of Counsel
for a number of other matters. In addition, we can elect to fulfill all of our
obligations to cause the principal of, and premium, if any and interest on a
series of Debt Securities to be paid if (1) we discharge our obligations under
the Indenture, as described above, (2) there has been no Event of Default or
event which with the giving of notice or lapse of time, or both, would become an
Event of Default for the series at any time during the period ending on the 91st
day after the date of the deposit, and (3) we deliver to the Trustee an Officers
Certificate and Opinion of Counsel regarding a number of matters. In the event
of a defeasance and discharge of Debt Securities of the series, Holders of Debt
Securities of that series would be able to look only to the trust fund for
payment of principal, and premium, if any, and interest, if any, on their Debt
Securities. (Section 403)
Events of Default
Any of the following events will constitute an Event of Default under the
Indenture for any series of Debt Securities:
(1) failure to pay for a period of 30 days any interest on any Debt
Security of that series when due;
(2) failure to pay principal of or any premium on any Debt Security of
that series when due;
(3) failure to deposit any sinking fund payment, when due, for any Debt
Security of that series;
(4) failure to perform any of our other covenants in the Indenture for the
benefit of that series, continued for 60 days after written notice as
provided in the Indenture;
(5) events in bankruptcy, insolvency or reorganization involving us;
12
<PAGE>
(6) default with respect to any of our indebtedness or that of any
Subsidiary under any loan agreement, note, indenture or similar
agreement which results in the acceleration of the maturity of a
principal amount in excess of $10,000,000 which has not been cured by
us or the Subsidiary or waived by the holders of that indebtedness;
and
(7) any other Event of Default provided for that series of Debt
Securities. (Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of that
series (or, if the Debt Securities of that series are Original Issue Discount
Securities, the portion of the principal amount as may be specified in the terms
of that series) may declare the principal amount of all the Debt Securities of
that series and accrued interest to be due and payable immediately. At any time
after the Trustee or Holders properly declare the acceleration of any series of
Debt Securities, but before a judgment or decree for payment of money has been
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the Outstanding Securities of that series may, under certain circumstances,
rescind and annul the acceleration. (Section 502)
The Indenture provides that the Trustee generally will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless the Holders provide the
Trustee with reasonable indemnity. (Sections 601 and 603). If the Holders
provide reasonable Indemnification, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series will have the right
to direct the time, method and place for the Trustee to conduct any proceeding
for any remedy available to the Trustee, or to exercise any trust or power
conferred on the Trustee, related to the series of Debt Securities, unless the
Trustee determines that the action specified conflicts with any rule of law or
the Indenture or would be unduly prejudicial to the interests of other Holders
of the Debt Securities. (Section 512). The Trustee must act with an appropriate
standard of care during a default.
Each year we will be required to give the Trustee a certificate stating
whether or not we are in default under the Indenture. If we are in default, we
must describe all defaults in the certificate. (Section 1010)
Modification and Waiver
Generally, we and the Trustee can modify and amend the Indenture with the
consent of the Holders of at least 662/3% in aggregate principal amount of the
Outstanding Securities of each series affected by the modification or amendment.
No such modification or amendment, however, may, without the consent of the
Holder of each Outstanding Security affected,
(1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Debt Security;
13
<PAGE>
(2) reduce the principal amount of or premium or interest, if any, on any
Debt Security;
(3) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of its maturity;
(4) adversely affect the right of repayment or repurchase, if any, at the
option of the Holder;
(5) change the coin or currency in which any Debt Security or any premium
or interest is payable;
(6) impair the right to institute suit for the enforcement of any payment
on or with respect to any Debt Security;
(7) reduce the percentage in principal amount of Outstanding Securities of
any series, the consent of whose Holders is required for modification
or amendment of the Indenture or for waiver of compliance with some
provisions of the Indenture or for waiver of some defaults;
(8) change any of our obligations to maintain an office or agency in the
places and for the purposes required by the Indenture; or
(9) modify any of the above provisions. (Section 902)
The Holders of at least 662/3% in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of the Holders of all the
Debt Securities of that series, waive, for that series, our compliance with
certain restrictive provisions of the Indenture. (Section 1011). The Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of each series may, on behalf of all Holders of Debt Securities of that series,
waive any past default under the Indenture for Debt Securities of that series,
except a default (1) in the payment of principal of, or premium, if any, or
interest on any Debt Securities of that series or (2) under a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the Holder of each Outstanding Security of the series affected.
(Section 513).
Consolidation, Merger and Sale of Assets
The Indenture does not provide holders of Debt Securities protection in the
event we are involved in a change of control, highly leveraged transaction,
reorganization, restructuring, merger or similar transaction that may adversely
affect holders of the Debt Securities.
Without the consent of the Holders of any of the Outstanding Securities
under the Indenture, we may consolidate or merge with or into, or transfer or
lease substantially all of our property or assets to, any entity organized under
the laws of any domestic jurisdiction, or
14
<PAGE>
we may permit any Person to consolidate with or merge into us or convey,
transfer or lease substantially all of its properties and assets to us, if (1)
any successor assumes our obligations on the Debt Securities and under the
Indenture, (2) after giving effect to the transaction there is no Event of
Default, and no event which, after notice or lapse of time, would become an
Event of Default, (3) we deliver to the Trustee an Officers Certificate and an
Opinion of Counsel that the merger, consolidation or transfer complies with the
Indenture and (4) a number of other conditions are met. (Section 801)
Under the Indenture, we may not engage in a merger or consolidation with,
or transfer substantially all of our assets to, another corporation with any
obligations secured by a mortgage if any Principal Domestic Operating Property
owned by us would become subject to that mortgage lien, unless,
(1) we would be entitled to incur Secured Debt equal to the amount of debt
secured by such mortgage without equally and ratably securing the Debt
Securities under the provisions described above under "Certain
Restrictions - Limitations on Liens" or
(2) the Debt Securities are secured by a direct lien upon all such
Principal Domestic Operating Property, prior in rank to all liens
other than any existing up to that time, subject to applicable
priorities of payment. (Section 803)
Notices
Except as otherwise provided in the Indenture, notices to Holders of Debt
Securities will be given by mail to the addresses of such Holders as they appear
in the Security Register. (Section 106)
Replacement of Debt Securities
We may replace any mutilated Debt Security at the expense of the Holder
when it is surrendered to the Trustee. We may replace Debt Securities that
become destroyed, stolen or lost at the expense of the Holder when the holder
delivers to the Trustee the Debt Security or satisfactory evidence of the
destruction, loss or theft. We and the Trustee may require a Holder to provide
us with satisfactory indemnification before issuing a replacement Debt Security
for one destroyed, lost or stolen. (Section 306)
Regarding the Trustee
We have general banking and credit relationships with the Trustee in the
ordinary course of our business. The Trustee is the agent and a member of a
syndicate of banks for two of our credit facilities aggregating $150,000,000. In
addition, the Trustee is Trustee under the Indenture for $150,000,000 aggregate
principal amount of our indebtedness.
15
<PAGE>
PLAN OF DISTRIBUTION
We may sell Securities to one or more underwriters for public offering and
sale by them or may sell Securities to investors directly or through agents. We
will name any underwriter or agent involved in the offer and sale of Securities
in a Prospectus supplement.
Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed. Underwriters may also offer and sell Securities at market
prices, at prices related to market prices or at negotiated prices. We also may
authorize underwriters acting as our agents to offer and sell the Securities
upon the terms and conditions set forth in any prospectus supplement. In
connection with the sale of Securities, we may be deemed to have paid
compensation to the underwriters in the form of underwriting discounts or
commissions. Underwriters may also receive commissions from purchasers of
Securities for whom they may act as agent. Underwriters may sell Securities to
or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
(which may be changed from time to time) from the purchasers for whom they may
act as agent.
We will describe in a prospectus supplement any underwriting compensation
that we pay to underwriters or agents in connection with the offering of
Securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers. Under the Securities Act underwriters,
dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions they receive and
any profit they realize on resale of the Securities may be deemed to be
underwriting discounts and commissions. We may enter into agreements with
underwriters, dealers and agents providing them indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and reimbursement for certain expenses.
If stated in a prospectus supplement, we will authorize dealers acting as
our agents to solicit offers by certain institutions to purchase Securities from
us at the public offering price set forth in that prospectus supplement pursuant
to Delayed Delivery Contracts ("Contracts") providing for payment and delivery
on the date or dates stated in the prospectus supplement. The prospectus
supplement will describe the aggregate principal amount of Securities to be sold
under the Contracts and the amount of the Contracts. Commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, may enter into Contracts,
subject to the approval by us. Contracts will not be subject to any conditions
except (a) the purchase by an institution of the Securities covered by its
Contracts must be allowed under the laws of any jurisdiction to which the
institution is subject and (b) if the Securities are being sold to underwriters,
we have sold to those underwriters the total principal amount of the Securities
minus the principal amount of Securities covered by Contracts. Agents and
underwriters will not be responsible for delivery or performance of Contracts.
Certain of the underwriters or agents and their associates may be customers
or creditors of, engage in transactions with and perform services for us and our
affiliates in the ordinary course of business. In the ordinary course of their
respective businesses, certain of
16
<PAGE>
the underwriters or their affiliates have engaged and may in the future engage
in commercial banking and investment banking transactions with us.
We will indicate the extent to which we anticipate that a secondary market
for the Securities will be available in a Prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the six months ended November
28, 1998 and each of the last five fiscal years were as follows:
<TABLE>
<CAPTION>
Six Months
Ended
1994 1995 1996 1997 1998 Nov. 28, 1998
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............ 4.98 5.71 6.41 7.97 6.45 --
</TABLE>
For the purpose of computing these ratios, "earnings" represents the aggregate
of (1) income before income taxes and extraordinary items and (2) fixed charges.
"Fixed charges" represents (1) consolidated interest charges, (2) the
amortization of debt discount and expense and premium on indebtedness and (3)
the portion, if any, of rents representative of an interest factor. Earnings
were inadequate to cover fixed charges for the six months ended November 28,
1998. The dollar amount of the coverage deficiency was $133,138,000, due
primarily to restructuring charges.
LEGAL MATTERS
Stoel Rives LLP of Portland, Oregon will pass upon the validity of the
Securities for the Company.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended May 30, 1998 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
17
<PAGE>
<TABLE>
<CAPTION>
=============================================== ===============================================
<S> <C>
You should rely only on the information $300,000,000
incorporated by reference or provided in
the prospectus or a prospectus supplement.
Tektronix has not authorized anyone else to
provide you with different information.
Neither Tektronix, nor any other person on
behalf of Tektronix, is making an offer to TEKTRONIX, INC.
sell or soliciting an offer to buy any of
the securities described in this prospectus Debt Securities
or in a prospectus supplement in any state
where the offer is not permitted by law. Common Shares
You should not assume that the information
in this prospectus or a prospectus supplement
is accurate as of any date other than the
date on the front of the documents. There
may have been changes in the affairs of
Tektronix since the date of the prospectus
or a prospectus supplement. ----------
---------- Prospectus
TABLE OF CONTENTS ----------
Page
Where You can find More Information -
Incorporation of Certain Documents
by Reference........................... 2
Use of Proceeds........................... 4
Description of Debt Securities............ 4
Plan of Distribution...................... 16 _________ __, 1999
Ratio of Earnings to Fixed Charges........ 17
Legal Matters............................. 17
Experts................................... 17
=============================================== ===============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee -- Securities and Exchange Commission......... $ 83,400
Legal Fees and Expenses*....................................... 150,000
Blue Sky Fees and Expenses*.................................... 10,000
Accountants Fees and Expenses*................................. 50,000
Trustee and Transfer Agent Fees*............................... 5,000
Printing and Engraving*........................................ 100,000
Debt Securities Rating Fee*.................................... 100,000
Miscellaneous*................................................. 26,600
---------
Total ............................................. $ 525,000
=========
- --------------
*Estimated
Item 15. Indemnification of Directors and Officers.
The Oregon Business Corporation Act (the "Oregon Act") permits a
corporation to include a provision in its articles of incorporation that
eliminates personal liability of directors to the Company and its shareholders
for monetary damages for conduct as directors, except that no such provision may
eliminate or limit a director's liability for (a) breach of the director's duty
of loyalty in the Company or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
an unlawful payment of a dividend or repurchase of stock or (d) any transaction
from which the director derived an improper personal benefit. The Company's
Restated Articles of Incorporation, as amended (the "Restated Articles"), limit
the personal liability of directors to the Company and its shareholders for
monetary damages for conduct as directors to the fullest extent permitted by the
Oregon Act.
The Oregon Act and the Company's Restated Articles and Bylaws, as amended
(the "Bylaws"), contain provisions regarding indemnification of directors and
officers. In addition, certain directors and officers have entered into
indemnity agreements (the "Indemnity Agreements") with the Company. The general
effect of the Oregon Act, the Restated Articles, the Bylaws and the Indemnity
Agreements can be summarized as follows:
(a) The Oregon Act provides that a director or officer who has been or is
threatened to be made a defendant in a legal proceeding because that person is
or was a director or officer of a corporation (1) shall be indemnified by the
corporation for reasonable expenses of such litigation when the director or
officer is wholly successful on the merits or otherwise, (2) may be indemnified
by the corporation for expenses, judgments, fines, penalties and amounts paid in
settlement of such litigation (other than a derivative suit), even if the
director or officer is not successful on the merits or otherwise, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation (and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful) and (3) may be indemnified by the corporation
II-1
<PAGE>
for expenses of a derivative suit (a proceeding by or in the right of the
corporation), even if the director or officer is not successful on the merits,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, provided that
the director or officer is not adjudged liable to the corporation. The
indemnification described in clauses (2) and (3) above may be made only upon a
determination by (a) a majority of a quorum of disinterested directors or a
committee of disinterested directors, (b) independent legal counsel or (c) the
shareholders that indemnification is proper because the applicable standard of
conduct has been met. The Oregon Act authorizes the advancement of litigation
expenses to a director or officer upon receipt of a written affirmation of the
director's or officer's good faith belief that the standard of conduct has been
met and an undertaking by such director or officer to repay such expenses if it
is ultimately determined that he or she is not entitled to be indemnified. The
Oregon Act authorizes a court to award additional indemnification. The Oregon
Act also authorizes a corporation to provide officers' and directors' liability
insurance and provides that statutory indemnification rights are not exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, board action, vote of shareholders or otherwise.
(b) The Company's Restated Articles and Bylaws provide that the Company
shall indemnify to the fullest extent then permitted by law a person who is made
a party to an action, suit or proceeding, whether civil, criminal,
administrative or otherwise (including a derivative action) because that person
(1) is or was a director or officer of the Company or (2) is or was serving at
the request of the Company as a director or officer of another corporation,
partnership or enterprise. The indemnity shall extend to all expenses, amounts
paid in settlement, judgments and fines incurred by the director or officer.
(c) The Company has entered into Indemnity Agreements with certain
directors and officers, which require the Company to indemnify the officer or
director to the fullest extent permitted by law. The Indemnity Agreements also
alter or clarify the statutory indemnity in the following respects, subject to
specified exceptions: (1) indemnity is explicitly provided for settlements in
derivative actions, (2) prompt indemnification is required unless a
determination is made that the director or officer has not met the required
standard, (3) indemnification is provided with respect to a proceeding involving
a claim for breach of fiduciary duty and (4) prompt advancement of expenses is
required upon receipt of an undertaking that the director or officer will repay
such amounts if it is ultimately determined that he or she is not entitled to
indemnification, unless a determination is made that the director or officer has
not met the required standard.
The Company has obtained insurance protecting officers and directors
against certain liabilities which they may incur in their capacities as such.
II-2
<PAGE>
Item 16. Exhibits.
1 Form of Underwriting Agreement.*
4A Form of Indenture dated as of November 16, 1987 between the Company
and Citibank, N.A., as successor Trustee. Incorporated by reference
to Exhibit 4A of the registrant's Registration Statement on Form
S-3, File No. 33-18658.
4B Form of First Supplemental Indenture between the Company and
Citibank, N.A., as successor Trustee. Incorporated by reference to
Exhibit 4B of the registrant's Registration Statement on Form S-3,
File No. 33-59648.
4C Instrument of Appointment and Acceptance of Successor Trustee, dated
April 14, 1995 among the Company, First Trust of New York, N.A. and
Citibank, N.A.
4D Restated Articles of Incorporation, as amended, of the Company.
Incorporated by reference to Exhibit (3) to the Company's Form 10-Q
filed October 9, 1998 for the quarter ended August 28, 1998. SEC
File No. 1-4837.
4E Bylaws, as amended, of the Company. Incorporated by reference to
Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for the
13 weeks ended February 25, 1995. SEC File No. 1-4837.
4F Rights Agreement, dated August 16, 1990, between the Company and
First Chicago Trust Company of New York. Incorporated by reference
to the Company's Current Report on form 8-K dated August 16, 1990.
5 Opinion of Stoel Rives LLP.
12 Statement of Computation of Ratios.
23A Consent of Deloitte & Touche LLP.
23B Consent of Stoel Rives LLP. (See Exhibit 5).
24 Powers of Attorney.
25 Statement of Eligibility of Trustee.
- --------------
*To be filed by amendment or under a Current Report on Form 8-K.
II-3
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information as set forth in the
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of
II-4
<PAGE>
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilsonville, State of Oregon, on March 4, 1999.
TEKTRONIX, INC.
By CARL W. NEUN
--------------------------------------
Carl W. Neun, Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on the 4th
day of March, 1999, in the capacities indicated.
Signature Title
- --------- -----
Principal Executive Officer:
*JEROME J. MEYER Chairman, Chief Executive Officer and
- ---------------------------------- President
Jerome J. Meyer
Principal Financial and Accounting Officer:
CARL W. NEUN Senior Vice President and Chief Financial
- ---------------------------------- Officer
Carl W. Neun
Directors:
*PAULINE LO ALKER Director
- ----------------------------------
Pauline Lo Alker
*A. GARY AMES Director
- ----------------------------------
A. Gary Ames
*GERRY B. CAMERON Director
- ----------------------------------
Gerry B. Cameron
*PAUL C. ELY, JR. Director
- ----------------------------------
Paul C. Ely, Jr.
II-6
<PAGE>
*A.M. GLEASON Director
- ----------------------------------
A.M. Gleason
*DAVID N. CAMPBELL Director
- ----------------------------------
David N. Campbell
*MERRILL A. McPEAK Director
- ----------------------------------
Merrill A. McPeak
*WILLIAM D. WALKER Director
- ----------------------------------
William D. Walker
*By CARL W. NEUN
----------------------------------
Carl W. Neun
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
- ------- ----------- ----------
1 Form of Underwriting Agreement.*
4A Form of Indenture dated as of November 16, 1987 between the Company
and Citibank, N.A., as successor Trustee. Incorporated by reference
to Exhibit 4A of the registrant's Registration Statement on Form S-3,
File No. 33-18658.
4B Form of First Supplemental Indenture between the Company and
Citibank, N.A., as successor Trustee. Incorporated by reference to
Exhibit 4B of the registrant's Registration Statement on Form S-3,
File No. 33-59648.
4C Instrument of Appointment and Acceptance of Successor Trustee, dated
April 14, 1995 among the Company, First Trust of New York, N.A. and
Citibank, N.A.
4D Restated Articles of Incorporation, as amended, of the Company.
Incorporated by reference to Exhibit (3) to the Company's Form 10-Q
filed October 9, 1998 for the quarter ended August 28, 1998. SEC File
No. 1-4837.
4E Bylaws, as amended, of the Company. Incorporated by reference to
Exhibit (3) to the Company's Form 10-Q filed April 5, 1996 for the 13
weeks ended February 25, 1995. SEC File No. 1- 4837.
4F Rights Agreement, dated August 16, 1990, between the Company and
First Chicago Trust Company of New York. Incorporated by reference to
the Company's Current Report on form 8-K dated August 16, 1990.
5 Opinion of Stoel Rives LLP.
12 Statement of Computation of Ratios.
23A Consent of Deloitte & Touche LLP.
23B Consent of Stoel Rives LLP. (See Exhibit 5).
24 Powers of Attorney.
25 Statement of Eligibility of Trustee.
*To be filed by amendment or under a current report on Form 8-K.
II-8
INSTRUMENT OF APPOINTMENT
AND
ACCEPTANCE OF SUCCESSOR TRUSTEE
AGREEMENT dated as of April 14, 1995 (the "Agreement"), among Tektronix, Inc.
("Company") and First Trust of New York N.A. ("First Trust") as Trustee, and
Citibank, N.A., as Successor Trustee ("Citibank").
WHEREAS, Section 610 of the Indenture dated as of November 16, 1987 as amended
by the First Supplemental Indenture dated as of July 13, 1993 between the
Company and Morgan Guaranty Trust Company now First Trust of New York N.A.,
Trustee, provides that the Trustee thereunder may resign at any time by giving
written notice of such resignation to the Company.
WHEREAS, the Company by a Board Resolution dated December 22, 1994 has duly
appointed Citibank as successor Trustee, Paying Agent, and Security Registrar
under the Indenture as amended by the First Supplemental Indenture.
WHEREAS, Section 611 of the Indenture provides that any successor Trustee
appointed thereunder shall execute, acknowledge and deliver to the Company and
the retiring Trustee thereunder an instrument accepting such appointment, and
thereupon the resignation of such retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee thereunder, with like effect as if originally named as Trustee therein.
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of
the premises and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, First Trust and
Citibank hereby covenant and agree as follows:
1. First Trust hereby gives notice of its resignation to the Company.
2. The Company hereby accepts the resignation of First Trust as Trustee,
under the Indenture such resignation to become effective at the
opening of business on April 28, 1995 and except as otherwise provided
for herein, First Trust shall have no responsibility for the exercise
of the rights and powers or for the performance of the trusts and
duties vested in the Trustee under the Indenture, where the exercise
of the right or power, or the performance of the trust or duty under
the Indenture occurs after the date hereof.
<PAGE>
3. Pursuant to the authority vested in it by Section 610 of the Indenture
as amended, the Company hereby appoints Citibank as successor Trustee
under the Indenture, effective as of the opening of business on April
28, 1995, and hereby vests in Citibank all the rights, powers, trusts,
immunities and duties which First Trust holds under the Indenture with
like effect as if originally named as Trustee in the Indenture.
Citibank is also appointed as Paying Agent and Security Registrar.
4. Citibank hereby represents that it is qualified and eligible under
Article Six of the Indenture to accept appointment as successor
Trustee thereunder.
5. Citibank hereby accepts, as of the opening of business on April 28,
1995 the appointment as successor Trustee under the Indenture and
assumes the rights, powers, trusts, immunities and duties which First
Trust now holds under and by virtue of the Indenture as amended, upon
the terms and conditions set forth therein, with like effect as if
originally named as Trustee under the Indenture.
6. In accordance with Section 610 First Trust hereby confirms, assigns,
transfers, and sets over to Citibank, as successor Trustee, all
rights, powers and trusts, which First Trust now holds under and by
virtue of the Indenture as amended, and does hereby assign, transfer
and deliver to Citibank all property and money held by First Trust as
Trustee under the Indenture.
7. First Trust hereby agrees to supply the information and documents
requested by Citibank in its letter dated April 28, 1995 and attached
hereto as Exhibit A within 30 days of the date of this Agreement.
8. The Company shall cause notice to be given of the resignation of First
Trust and the succession of Citibank as successor Trustee, in
accordance with Sections 610 and 611 of the Indenture.
9. This Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same Agreement, and
any of the parties hereto may execute this Agreement by signing any
such counterpart.
10. This Agreement and the rights, powers, trusts, and duties of the
parties hereunder shall be governed by the laws of the State of New
York, both in interpretation and performance.
11. Unless otherwise defined, all terms used herein with initial capital
letters shall have the meaning given them in the Indenture.
2
<PAGE>
12. First Trust hereby represents and warrants to Citibank and the Company
that: (a) no covenant or condition contained in the Indenture as
amended has been waived by First Trust or, to the knowledge of the
officers assigned to First Trust Corporate Trust Department, by the
holders of the percentage in aggregate principal amount of the Notes
required by the Indenture to effect any such waiver; (b) there is no
action, suit or proceeding pending or, to the knowledge of the
officers assigned to First Trust Corporate Trust Department,
threatened against First Trust before any court or any governmental
authority arising out of any action or omission by First Trust as
Trustee under the Indenture as amended; and (c) to the knowledge of
the officers assigned to First Trust Corporate Trust Department, no
Event of Default or default which, with the giving of notice or
passage of time or both, would become an Event of Default has occurred
and is continuing.
13. The Company hereby represents and warrants to Citibank that no Event
of Default or default which, with the giving of notice or passage of
time or both, would become an Event of Default has occurred and is
continuing.
14. Except as hereinabove expressly set forth, all other terms and
provisions set forth in the Indenture as amended shall remain in full
force and effect and without any change whatsoever being made hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and acknowledged as of the date first written above.
TEKTRONIX, INC.
By: DOUGLAS C. SHAFER
-------------------------------------
Name: Douglas C. Shafer
Title: Treasurer
(Seal)
Attest:
LINDA S. GREEN
- ----------------------------------
Linda S. Green
Assistant Secretary
3
<PAGE>
FIRST TRUST OF NEW YORK, N.A.
as retiring Trustee
By: CATHERINE F. DONOHUE
-------------------------------------
Name: Catherine Donohue
Title: Vice President
(Seal)
Attest)
TERESITA GLASGOW
- ----------------------------------
Assistant Secretary
CITIBANK, N.A., as successor Trustee
By: ARTHUR W. ASLANIAN
-------------------------------------
Name: Arthur W. Aslanian
Title: Vice President
(Seal)
Attest)
CARSE NG
- ----------------------------------
4
<PAGE>
EXHIBIT A
The following documents/records will be
requested from the Resigning Trustee:
Registration Statements, Closing
Documents for each Trusteeship/issue of
debt securities;
Executed and conformed counterparts of
Indenture and Supplements;
Sinking Fund Documents;
Specimen Notes;
Officers' Certificates and Opinions
required under the Indenture(s), and
Current year financial reports filed
with the SEC.
STOEL RIVES LLP
---------------
ATTORNEYS
Standard Insurance Center
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
Telephone (503) 224-3380
Fax (503) 220-2480
TDD (503) 221-1045
March 4, 1999
Tektronix, Inc.
26600 SW Parkway
Wilsonville, OR 97070-1000
We are acting as counsel for Tektronix, Inc. (the "Company") in
connection with the registration of the Company's debt securities (the "Debt
Securities") and common shares (the "Common Shares") with an aggregate initial
offering price of $300,000,000 (subject to certain adjustments for the issuance
of securities at an original issue discount or denominated in a foreign
currency) pursuant to the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933. In connection with the foregoing, we have
examined such documents, corporate records and other instruments as we have
deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Company is a
corporation duly organized and validly existing under the laws of the State of
Oregon.
We are further of the opinion that all action necessary to make valid
the proposed issuance of Debt Securities or Common Shares by the Company will
have been taken when:
(a) the Registration Statement, as it may be amended, shall have become
effective;
(b) the Board of Directors of the Company and certain officers of the
Company shall have taken appropriate action approving the issuance of the Common
Shares or the terms of Debt Securities and authorizing such other corporate acts
as may be necessary in connection with the issuance and the sale of the Debt
Securities or the Common Shares; and
(c) the Debt Securities or the Common Shares shall have been appropriately
issued and delivered for the consideration contemplated by, and otherwise in
conformity with, the acts, proceedings and documents referred to above. We are
further of the opinion that when the steps set forth in the immediately
preceding paragraph shall have been taken, the Debt Securities and the Common
Shares will be duly authorized and the Debt Securities will be binding
obligations of the Company.
We hereby authorize and consent to the use of this opinion as Exhibit 5 to
the Registration Statement and authorize and consent to the references to our
firm in the Registration Statement and the Prospectus constituting a part
thereof.
Very truly yours,
STOEL RIVES LLP
STOEL RIVES LLP
<TABLE>
<CAPTION>
EXHIBIT 12
Tektronix Consolidated Ratio of Earnings to Fixed Charges
(in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended
1994 1995 1996 1997 1998 Nov 28, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before tax 86,093 109,877 142,266 168,802 122,814 (133,138)
Add:
Fixed charges 21,655 23,319 26,299 24,202 22,521 11,995
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings, for ratio computation purpose: 107,748 133,196 168,565 193,004 145,335 (121,143)
=====================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Interest Expense 14,372 13,610 17,540 14,737 12,562 7,298
Amortization of Debt 363 384 326 341 349 169
Rent Expense 6,920 9,325 8,433 9,124 9,610 4,528
- -----------------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges: 21,655 23,319 26,299 24,202 22,521 11,995
=====================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges: 4.98 5.71 6.41 7.97 6.45 ----
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
EXHIBIT 23A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tektronix, Inc. on Form S-3 of our report dated June 24, 1998, incorporated by
reference in the Annual Report on Form 10-K of Tektronix, Inc. for the year
ended May 30, 1998, and to the reference to us under the heading "Experts" in
the prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 3, 1999
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
GERRY B. CAMERON
-----------------------------------------
(Signature)
Gerry B. Cameron
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
A. GARY AMES
-----------------------------------------
(Signature)
A. Gary Ames
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
J.J. MEYER
-----------------------------------------
(Signature)
Jerome J. Meyer
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
A.M. GLEASON
-----------------------------------------
(Signature)
Al M. Gleason
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
MERRILL A. MCPEAK
-----------------------------------------
(Signature)
Merrill A. (Tony) McPeak
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
PAUL C. ELY, JR.
-----------------------------------------
(Signature)
Paul C. Ely, Jr.
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
PAULINE LO ALKER
-----------------------------------------
(Signature)
Pauline Lo Alker
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
WILLIAM D. WALKER
-----------------------------------------
(Signature)
William D. Walker
-----------------------------------------
<PAGE>
POWER OF ATTORNEY
The undersigned, an officer and/or director of TEKTRONIX, INC. (the
"Company"), constitutes and appoints JEROME J. MEYER, CARL W. NEUN, E. SCOTT
HILDEBRANDT, and JAMES F. DALTON and each of them, his true and lawful attorneys
and agents to do any and all acts and things and to execute in his or her name
(whether on behalf of the Company or as an officer or director of the Company,
or otherwise) any and all instruments that such attorney and agent may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any requirements of the
Securities and Exchange Commission (the "SEC") in respect thereof, in connection
with the registration and issuance under the Act of up to an aggregate principal
amount of $300,000,000 of debt securities (including debt securities convertible
into Common Shares) and Common Shares of the Company, including specifically,
but without limitation, power and authority to sign his or her name (whether on
behalf of the Company or as an officer or director of the Company, or otherwise)
to one or more Registration Statements on Form S-3 and any amendment thereto
(including any post-effective amendment) or application for amendment thereto in
respect to such debt securities or any exhibits filed therewith; and to file the
same with the SEC; and the undersigned ratifies and confirms all that such
attorney and agent shall do or cause to be done by virtue hereof.
DATED: September 23, 1998
D. CAMPBELL
-----------------------------------------
(Signature)
David N. Campbell
-----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
-------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-------------------
TEKTRONIX, INC.
(Exact name of obligor as specified in its charter)
Oregon 93-0343990
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
26600 S.W. Parkway
Wilsonville, Oregon 97070
(Address of principal executive offices) (Zip Code)
-------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
2
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1998 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 2nd day of
March, 1999.
CITIBANK, N.A.
By /s/ DEIRDRA N. ROSS
--------------------------------------
Deirdra N. Ross
Trust Officer
3
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on December 31,
1998, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin ........................................$ 8,052,000
Interest-bearing balances .................................... 15,782,000
Held-to-maturity securities ....................................... 0
Available-for-sale securities ..................................... 37,330,000
Federal funds sold and
securities purchased under
agreements to resell ......................................... 8,039,000
Loans and lease financing
receivables:
Loans and Leases, net of un-
earned income ...................................$182,508,000
LESS: Allowance for loan
and lease losses ................................ 4,709,000
Loans and leases, net of un-
earned income, allowance,
and reserve ..................................................$177,799,000
Trading assets .................................................... 31,683,000
Premises and fixed assets (includ-
ing capitalized leases) ...................................... 4,022,000
Other real estate owned ........................................... 458,000
Investments in unconsolidated
subsidiaries and associated com-
panies ....................................................... 1,154,000
Customers' liability to this bank
on acceptances outstanding ................................... 1,281,000
Intangible assets ................................................. 3,504,000
Other assets ...................................................... 11,791,000
------------
TOTAL ASSETS ......................................................$300,895,000
============
LIABILITIES
Deposits:
In domestic offices ..........................................$ 39,355,000
Noninterest-bearing ..............................$ 13,199,000
Interest-bearing ................................. 26,156,000
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ......................................................... 163,573,000
Noninterest-bearing .............................. 10,803,000
Interest-bearing ................................. 152,770,000
Federal funds purchased and
securities sold under agree-
ments to repurchase .......................................... 9,752,000
Trading liabilities ............................................... 30,753,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less ................................................. 13,308,000
With a remaining maturity of more
than one year through three years ............................ 1,528,000
With a remaining maturity of more
than three years ............................................. 2,110,000
Bank's liability on acceptances ex-
ecuted and outstanding ....................................... 1,382,000
Subordinated notes and
debentures ................................................... 6,600,000
Other liabilities ................................................. 12,802,000
------------
TOTAL LIABILITIES .................................................$281,163,000
============
EQUITY CAPITAL
Perpetual preferred stock
and related surplus .......................................... 0
Common stock ......................................................$ 751,000
Surplus ........................................................... 9,397,000
Undivided profits and capital re-
serves ....................................................... 10,356,000
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (113,000)
Cumulative foreign currency
translation adjustments ...................................... (659,000)
------------
TOTAL EQUITY CAPITAL ..............................................$ 19,732,000
------------
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL ...............................................$300,895,000
============
I, Roger W. Trupin, Controller of the above- named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
