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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
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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**
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* 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: [ ]
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This Amendment No. 1 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 meaning 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 4. Terms of the Transaction.
Relational Investors, LLC and other entities controlled by Ralph V.
Whitworth, recently informed the Company that, in light of the current market
price of the Company's common stock and other considerations, they have
reconsidered their intention to tender Shares pursuant to the Offer and will not
decide whether to tender all, a portion, or any of the 4,678,000 Shares held by
them pursuant to the Offer until shortly before the expiration of the Offer.
On February 18, 2000, the Company issued a press release announcing the
matters described above, a copy of which is filed as Exhibit (a)(1)(J) hereto.
Item 12. Exhibits.
Exhibit
Number Description
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(a)(1)(J) Press Release dated February 18, 2000
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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 22, 2000 TEKTRONIX, INC.
By COLIN SLADE
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Colin Slade
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(a)(1)(J) Press Release dated February 18, 2000
For Immediate Release
Media Contact: Heather Wyse Analyst Contact: Colin Slade
503/627-1121 503/627-3749
Tektronix Announces Dutch Auction Tender Offer Update
BEAVERTON, Ore., Feb 18, 2000 - On January 26, 2000, Tektronix, Inc.
(NYSE:TEK) made an offer to its shareholders to purchase shares of Tektronix
stock in accordance with an Offer to Purchase. The Offer to Purchase indicated
that Relational Investors, LLC and other entities controlled by Ralph V.
Whitworth, a director of Tektronix, had informed Tektronix that they intended to
tender all of their 4,678,000 shares in the tender offer. Relational Investors
recently informed Tektronix that, in light of the current stock price and other
considerations, it has not decided whether to tender all, a portion, or any of
its shares in the offering and that it will not make a decision until shortly
before the expiration of the tender offer. The tender offer is scheduled to
expire on February 23, 2000.
About Tektronix
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.
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