SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
SCHEDULE TO
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 2)
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TEKTRONIX, INC.
(Name of Issuer)
TEKTRONIX, INC. (ISSUER)
(Name of Filing Person (identifying status
as offeror, issuer or other person))
Common Stock, Without Par Value
(Title of Class of Securities)
879131100
(CUSIP Number of Class of Securities)
James F. Dalton
Vice President and General Counsel
Tektronix, Inc.
14200 SW Karl Braun Dr.
P.O. Box 500
Beaverton, OR 97077
(503) 627-7111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
Copy to:
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, OR 97204-1268
(503) 224-3380
CALCULATION OF FILING FEE
Transaction Amount of
Valuation: $350,000,000* Filing Fee: $70,000**
- -----------------------
* Assumes purchase of 7,954,545 shares at $44 per share.
** Previously paid.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $70,000 Filing Party: Tektronix, Inc.
Form or Registration No.: Schedule TO, Date Filed: January 26, 2000
Registration No. 005-10548
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check the
appropriate boxes below to designate any transactions to which the statement
relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") dated January 26, 2000 filed by Tektronix,
Inc., an Oregon corporation (the "Company"), relating to the offer by the
Company to purchase up to 7,954,545 shares (or such lesser number of shares as
are properly tendered) of its Common Stock, without par value (including the
associated preferred stock purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of August 16, 1990 between the Company and ChaseMellon
Shareholder Services, L.L.C., as the Rights Agent), at prices not in excess of
$44 nor less than $39 per share, net to the seller in cash, without interest
thereon, as specified by shareholders tendering their shares, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 26,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the "Offer"),
and is intended to satisfy the reporting requirements of Section 13(e) of the
Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and
the related Letter of Transmittal are filed with the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B) hereto, respectively. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Offer to
Purchase.
All information in the Offer to Purchase filed as Exhibit (a)(1)(A) is
incorporated by reference in answer to all of the items in the Schedule TO
except those items as to which information is specifically provided herein.
Item 2. Subject Company Information.
Item 2 of the Schedule TO is hereby supplemented and amended by adding
the following:
The Offer expired at 12:00 Midnight, New York City time, on February
23, 2000. The Company accepted a total of 107,394 Shares at a purchase price of
$44.00 per Share. As of January 19, 2000, the Company had 47,473,770 Shares
outstanding. Following the purchase of the Shares properly tendered in the
Offer, the Company has approximately 47,491,542 Shares outstanding.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby supplemented and amended by adding
the following:
On February 24, 2000, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is filed as Exhibit (a)(l)(K)
hereto and is incorporated herein by reference. On February 29, 2000, the
Company issued a press release announcing the final results of the Offer, a copy
of which is filed as Exhibit (a)(l)(L) hereto and is incorporated herein by
reference.
Item 12. Exhibits.
Exhibit
Number Description
- ------- -----------
(a)(1)(K) Press Release dated February 24, 2000
(a)(l)(L) Press Release dated February 29, 2000
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 29, 2000 TEKTRONIX, INC.
By COLIN SLADE
------------------------------------
Colin Slade
Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a)(1)(K) Press Release dated February 24, 2000
(a)(l)(L) Press Release dated February 29, 2000
For Release at 5 a.m. P.S.T.
Media Contact: Heather Wyse Analyst Contacts: Colin Slade
503-627-1121 503-626-3749
Tektronix Announces Preliminary Results of
Dutch Auction Self-Tender Offer
BEAVERTON, Ore., Feb. 24 -- Tektronix, Inc. (NYSE:TEK) announced today
the preliminary results of its Dutch Auction self-tender offer, which was
completed at 12:00 midnight, New York City time, on Feb. 23, 2000. Tektronix
commenced the self-tender offer for up to 7,954,545 shares of its common stock
on Jan. 26, 2000.
Based on a preliminary count by ChaseMellon Shareholder Services,
L.L.C., the Depositary for the offer, 106,109 shares of common stock were
properly tendered and not withdrawn at prices at or below $44 per share.
Tektronix will purchase all properly tendered shares at a price of $44 per
share.
The determination of the number of shares purchased is subject to final
confirmation of the proper delivery of all shares tendered and not withdrawn,
including shares tendered pursuant to the guaranteed delivery procedure. Payment
for all properly tendered shares will occur as soon as practicable.
On Jan. 26, 2000, the company announced its plan to distribute $550
million of the net proceeds from the sale of its color printer business to
shareholders through a share purchase program. The plan was structured as a $350
million Dutch Auction self-tender offer, to be followed by a $200 million
-more-
<PAGE>
Tektronix Announces Preliminary Results of Dutch Auction Self-Tender Offer .../2
open market purchase program. The company intends to apply funds not used in the
Dutch Auction self-tender offer to expand the open market purchase program,
subject to board approval.
Tektronix, Inc., is a test, measurement, and monitoring company
providing measurement solutions to industries including semiconductors,
computers and telecommunications. With over 50 years of experience, Tektronix
enables its customers to design, deploy and manage next generation global
communications networks and Internet technologies. Headquartered in Beaverton,
Oregon, Tektronix has operations in 25 countries worldwide.
###
For Immediate Release
Media Contact: Heather Wyse Analyst Contact: Colin Slade
503/627-1121 503/627-3749
Tektronix Announces Completion
of Dutch Auction Self-Tender Offer
BEAVERTON, Ore., Feb 29, 2000 - Tektronix, Inc. (NYSE:TEK) announced today
the final results of its Dutch Auction self-tender offer, which expired at 12:00
midnight, New York City time, on February 23, 2000. Based on a final count by
ChaseMellon Shareholder Services, L.L.C., the Depositary for the offer,
Tektronix accepted for purchase 107,394 shares of common stock at a price of $44
per share.
Tektronix commenced its self-tender offer for up to 7,954,545 shares of the
common stock on January 26, 2000.
Following the purchase of the shares accepted in the self-tender offer, the
company will have approximately 47,491,542 shares of common stock outstanding.
The Depositary will promptly make payment for all shares accepted for
purchase and return those shares tendered but not accepted for purchase.
Tektronix, Inc., is a test, measurement, and monitoring company providing
measurement solutions to industries including semiconductors, computers, and
telecommunications. With over 50 years of experience, Tektronix enables its
customers to design, deploy and manage next generation global communications
networks and Internet technologies. Headquartered in Beaverton, Oregon,
Tektronix has operations in 25 countries worldwide.
###
