<PAGE>
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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)
------------------------
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.
/ / 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
/ / 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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<PAGE>
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Tektronix, Inc., an Oregon corporation (the "Company" or the
"Issuer"), 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 this Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B) hereto, respectively.
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 this Schedule TO
except those items as to which information is specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1), (3) and (5) Not applicable.
ITEM 12. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase dated January 26, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees dated January 26, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees dated January 26,
2000
(a)(1)(F) Letter to shareholders from the Chairman of the Board of the
Company dated January 26, 2000
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(H) Summary Advertisement dated January 26, 2000
(a)(1)(I) Press Release dated January 26, 2000
(a)(2)-(5) Not applicable
(b) Not applicable
(d) Standstill Agreement dated as of July 6, 1999, among
Tektronix, Inc., Relational Investors, L.P., Relational Fund
Partners, L.P., Relational Coast Partners, L.P., Relational
Partners, L.P., Relational Investors, LLC, Ralph V.
Whitworth, David H. Batchelder and Joel L. Reed
(incorporated by reference to Exhibit 5 to Schedule 13D/ A
relating to Tektronix, Inc. filed by Relational Investors,
LLC on July 6, 1999)
(g) Not applicable
(h) Not applicable
</TABLE>
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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.
<TABLE>
<S> <C> <C>
Dated: January 26, 2000 TEKTRONIX, INC.
By COLIN SLADE
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Colin Slade
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase dated January 26, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees dated January 26, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees dated January 26,
2000
(a)(1)(F) Letter to shareholders from the Chairman of the Board of the
Company dated January 26, 2000
(a)(1)(G) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(H) Summary Advertisement dated January 26, 2000
(a)(1)(I) Press Release dated January 26, 2000
(a)(2)-(5) Not applicable
(b) Not applicable
(d) Standstill Agreement dated as of July 6, 1999, among
Tektronix, Inc., Relational Investors, L.P., Relational Fund
Partners, L.P., Relational Coast Partners, L.P., Relational
Partners, L.P., Relational Investors, LLC, Ralph V.
Whitworth, David H. Batchelder and Joel L. Reed
(incorporated by reference to Exhibit 5 to Schedule 13D/ A
relating to Tektronix, Inc. filed by Relational Investors,
LLC on July 6, 1999)
(g) Not applicable
(h) Not applicable
</TABLE>
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[LOGO]
Offer to Purchase for Cash Up To
7,954,545 Shares of its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
At A Purchase Price Not In Excess of $44
Nor Less Than $39 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 23, 2000, UNLESS THE OFFER IS
EXTENDED.
Tektronix, Inc. invites you to tender shares of Tektronix's common stock,
including the associated preferred stock purchase rights issued under the Rights
Agreement dated August 16, 1990 between Tektronix and ChaseMellon Shareholder
Services, L.L.C., to Tektronix at prices specified by you that are not greater
than $44 nor less than $39 per share, net to the seller in cash, without
interest. Your tenders must be on the terms and subject to the conditions set
forth in this document and the related letter of transmittal. These documents
together constitute the tender offer. Unless the context otherwise requires, all
references to shares shall include the associated preferred stock purchase
rights.
On the terms and subject to the conditions of the tender offer, Tektronix
will determine the single per share price, not in excess of $44 nor less than
$39 per share, net to the seller in cash, without interest, that it will pay for
shares properly tendered in the tender offer, taking into account the total
number of shares tendered and the prices specified by tendering shareholders.
Tektronix will select the lowest purchase price that will allow it to buy
7,954,545 shares, or such lesser number of shares as are properly tendered at
prices not in excess of $44 nor less than $39 per share. All shares properly
tendered at prices at or below the purchase price and not properly withdrawn
will be purchased at the purchase price, on the terms and subject to the
conditions of the tender offer, including the odd lot and proration provisions.
Tektronix reserves the right, in its sole discretion, to purchase more than
7,954,545 shares in the tender offer. Shares tendered at prices in excess of the
purchase price and shares not purchased because of proration will be returned as
promptly as practicable after the expiration of the tender offer. If you own
beneficially or of record less than 100 shares, tender all of them at or below
the applicable purchase price before the tender offer expires and complete the
section entitled "Odd Lots" in the letter of transmittal, Tektronix will
purchase all of your shares without subjecting them to the proration procedure.
See Section 1.
THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE
SECTION 6.
The shares are listed and traded on the New York Stock Exchange under the
symbol "TEK." On January 25, 2000, the last full trading day before the
announcement of the tender offer, the last reported sale price of the shares on
the NYSE Composite Tape was $40.44. We urge you to obtain current market
quotations for the shares. See Section 7.
NEITHER TEKTRONIX NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE
PURCHASE PRICE AT WHICH YOU CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE THE
DECISION WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND
THE PRICE OR PRICES AT WHICH THE SHARES SHOULD BE TENDERED. RELATIONAL
INVESTORS, LLC AND OTHER ENTITIES CONTROLLED BY RALPH V. WHITWORTH, A DIRECTOR
OF TEKTRONIX, HAVE INFORMED TEKTRONIX THAT THEY INTEND TO TENDER ALL OF THEIR
4,678,000 SHARES IN THE TENDER OFFER. JEROME J. MEYER, CHAIRMAN OF THE BOARD OF
TEKTRONIX, HAS ADVISED TEKTRONIX THAT HE INTENDS TO TENDER 52,973 SHARES IN THE
TENDER OFFER, WHICH REPRESENTS APPROXIMATELY 13% OF THE AGGREGATE NUMBER OF
SHARES CURRENTLY HELD BY HIM AND A FAMILY LIMITED PARTNERSHIP OR SUBJECT TO HIS
CURRENTLY EXERCISABLE OPTIONS. SEE SECTION 10. TEKTRONIX HAS BEEN ADVISED THAT
NO OTHER DIRECTOR OR EXECUTIVE OFFICER OF TEKTRONIX INTENDS TO TENDER ANY SHARES
IN THE TENDER OFFER.
IMPORTANT
If you wish to tender all or any part of your shares, you should either
(a) complete and sign a letter of transmittal, or a manually signed
facsimile of it, according to the instructions in the letter of
transmittal and mail or deliver it, together with any required signature
guarantee, and any other required documents to ChaseMellon Shareholder
Services, L.L.C., and mail or deliver the certificates for the shares to
ChaseMellon together with any other documents required by the letter of
transmittal or tender the shares according to the procedure for
book-entry transfer described in Section 3, or
(b) request a broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for you.
If your shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, you should contact that person if you
desire to tender your shares. If you desire to tender shares and
(a) your certificates for the shares are not immediately available or cannot
be delivered to ChaseMellon or
(b) you cannot comply with the procedure for book-entry transfer or
(c) your other required documents cannot be delivered to ChaseMellon by the
expiration of the tender offer,
you must tender your shares according to the guaranteed delivery procedure
described in Section 3.
TO TENDER SHARES PROPERLY, YOU MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE
TENDERING SHARES.
Questions and requests for assistance may be directed to ChaseMellon
Consulting Services, L.L.C. or to Salomon Smith Barney Inc. at their respective
addresses and telephone numbers set forth on the back cover of this document.
Requests for additional copies of this document, the letter of transmittal or
the notice of guaranteed delivery may be directed to ChaseMellon.
TEKTRONIX HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF
OF TEKTRONIX AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING SHARES IN
THE TENDER OFFER. TEKTRONIX HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE TENDER OFFER
OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN THE RELATED LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, ANY RECOMMENDATION OR ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY TEKTRONIX.
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
January 26, 2000
<PAGE>
TABLE OF CONTENTS
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SECTION PAGE
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Summary Term Sheet................................................................. 1
Introduction....................................................................... 4
The Offer.......................................................................... 7
1. Number of Shares; Proration................................. 7
2. Purpose of the Offer; Material Effects of the Offer......... 9
3. Procedures for Tendering Shares............................. 11
4. Withdrawal Rights........................................... 14
5. Purchase of Shares and Payment of Purchase Price............ 15
6. Conditions of the Offer..................................... 16
7. Price Range of Shares; Dividends............................ 18
8. Source and Amount of Funds.................................. 19
9. Certain Information Concerning the Company.................. 19
10. Interest of Directors and Executive Officers and Principal
Shareholders;
Transactions and Arrangements Concerning Shares............. 20
11. Effects of the Offer on the Market for Shares; Registration
under the Exchange Act...................................... 21
12. Legal Matters; Regulatory Approvals......................... 21
13. U.S. Federal Income Tax Consequences........................ 22
14. Extension of the Offer; Termination; Amendment.............. 23
15. Fees and Expenses........................................... 24
16. 401(k) Plan Shares.......................................... 25
17. Miscellaneous............................................... 25
</TABLE>
FORWARD-LOOKING STATEMENTS
This Offer to Purchase, including without limitation the Introduction and
Section 2, contains certain statements that are not historical fact and
constitute "forward-looking statements." These forward-looking statements
involve known and unknown risks, uncertainties and other factors based on
Tektronix's estimates and expectations concerning future events that may cause
the actual results of Tektronix to be materially different from historical
results or from any results expressed or implied by these forward-looking
statements. As with many high technology companies, risk factors that could
cause Tektronix's actual results or activities to differ materially from these
forward-looking statements include, but are not limited to: worldwide economic
and business conditions in the electronics industry; competitive factors,
including pricing pressures, technological developments and new products offered
by competitors; changes in product and sales mix, and the related effects on
gross margins; Tektronix's ability to deliver a timely flow of competitive new
products, and market acceptance of these products; the availability of parts and
supplies from third-party suppliers on a timely basis and at reasonable prices;
inventory risks due to changes in market demand or Tektronix's business
strategies; changes in effective tax rates; customer demand; currency
fluctuations; and the fact that a substantial portion of Tektronix's sales are
generated from orders received during the quarter, making prediction of
quarterly revenues and earnings difficult. Tektronix has other risk factors in
its business, including, but not limited to: the continued growth in wireless
communication infrastructure and the semiconductor industry; the effects of year
2000 compliance issues later in the year; the timely introduction of new
products scheduled during the current year, which could be affected by
engineering or other development program slippage, the ability to ramp up
production or to develop effective sales channels; customers' acceptance of and
demand for new products; the ability to reduce expenditures; transition issues
relating to the sale of Tektronix's Color Printing and Imaging Division; and
other risk factors listed from time-to-time in Tektronix's Securities and
Exchange Commission reports and press releases. As a result of these and other
factors, Tektronix's results of operations are subject to significant positive
and negative variations from quarter to quarter and Tektronix often cannot
accurately predict when these variations will occur or their magnitude.
<PAGE>
SUMMARY TERM SHEET
We are providing this summary term sheet for your convenience. It highlights
the most material information from the Offer to Purchase, but you should realize
that it does not describe all of the details of the tender offer to the same
extent as the Offer to Purchase. We urge you to read the entire Offer to
Purchase because it contains the full details of the tender offer. We have
included references to the sections of the Offer to Purchase where a more
complete discussion is set forth.
<TABLE>
<S> <C>
Who is offering to purchase my shares?.... Tektronix, Inc. is offering to purchase your shares of
Tektronix common stock and the associated preferred
stock purchase rights. See Introduction.
What will the purchase price for the
shares be?................................ Tektronix will determine the purchase price that it will
pay per share as promptly as practicable after the
tender offer expires. The purchase price will be not
more than $44 nor less than $39 per share. Tektronix
will pay this purchase price for all the shares it
purchases even if some of the shares are tendered below
the purchase price. See Section 1.
How many shares will Tektronix
purchase?................................. Tektronix will purchase up to 7,954,545 shares of its
common stock in the tender offer. Each share is coupled
with an associated preferred stock purchase right which
Tektronix will reacquire with the shares it purchases.
No additional consideration will be paid for the
preferred stock purchase rights. See Section 1.
How will Tektronix pay for the shares?.... Tektronix intends to use up to $350 million of the
proceeds from its sale of substantially all of the
assets related to its Color Printing and Imaging
Division to finance the tender offer. See Section 2.
How long do I have to tender my shares?... You may tender your shares until the tender offer
expires. The tender offer will expire on Wednesday,
February 23, 2000, at 12:00 Midnight, New York City
time, unless Tektronix extends it. Tektronix may choose
to extend the tender offer for any reason. See Section
1.
</TABLE>
1
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<TABLE>
<S> <C>
How will I be notified if Tektronix
extends the tender offer?................. Tektronix will issue a press release by 9:00 a.m., New
York City time, on the business day after the previously
scheduled expiration date, if Tektronix decides to
extend the tender offer. See Section 14.
Are there any conditions to the tender
offer?.................................... The tender offer is subject to conditions such as the
absence of court and governmental action prohibiting the
offer, general market conditions and the condition of
Tektronix's business. See Section 6.
How do I tender my shares?................ To tender your shares, before the tender offer expires:
- You must deliver your share certificate(s) and a
properly completed and duly executed letter of
transmittal to ChaseMellon Shareholder Services,
L.L.C. at the address appearing on the back cover of
this document; or
- ChaseMellon must receive a confirmation of receipt of
your shares by book-entry transfer and a properly
completed and duly executed letter of transmittal; or
- You must comply with the guaranteed delivery
procedure.
See Section 3 and the instructions to the letter of
transmittal.
Once I have tendered shares in the offer,
can I withdraw my tender?................. You may withdraw any shares you have tendered at any
time before 12:00 Midnight, New York City time, on
Wednesday, February 23, 2000, unless Tektronix extends
the tender offer. Unless the shares you have tendered
have been previously purchased by Tektronix, you may
also withdraw your shares after 12:00 Midnight, New York
City time, on Wednesday, March 22, 2000. See Section 4.
Has Tektronix or its board of directors
adopted a position on the tender offer?... Neither Tektronix nor its board of directors makes any
recommendation about whether you should tender or
refrain from tendering your shares. You must decide
whether to tender and, if so, how many shares to tender
and the price or prices at which those shares should be
tendered. Relational Investors, LLC and other entities
controlled by Ralph V. Whitworth, a director of
Tektronix, have informed Tektronix that they intend to
tender all of their 4,678,000 shares in the tender
offer. Jerome J. Meyer, Chairman of the Board of
Tektronix, has advised Tektronix that he intends to
tender 52,973 shares in the tender offer, which
represents approximately 13% of the aggregate number of
shares currently held by him and a family limited
partnership or subject to his currently exercisable
options. See Section 10. Tektronix has been advised
that no other director or executive officer of Tektronix
intends to tender any shares in the tender offer.
</TABLE>
2
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<S> <C>
If I own 100 shares or less, and I tender
all of my shares, will I be subject to
proration?................................ If you own beneficially or of record less than 100
shares, tender all of them at or below the purchase
price before the tender offer expires and complete the
section entitled "Odd Lots" in the letter of
transmittal, Tektronix will purchase all of your shares
without subjecting them to the proration procedure. See
Section 1.
When will Tektronix pay for the shares I
tender?................................... Tektronix will pay the purchase price for the shares it
purchases promptly after the expiration of the tender
offer. See Section 5.
Will I have to pay brokerage commissions
if I tender my shares?.................... If you are a registered shareholder and you tender your
shares directly to ChaseMellon Shareholder Services,
L.L.C., you will not incur any brokerage commissions. If
you hold shares through a broker or bank, Tektronix
urges you to consult your broker or bank to determine
whether transaction costs are applicable. See Section 2.
Will I have to pay stock transfer tax
if I tender my shares?.................... If you instruct ChaseMellon Shareholder Services, L.L.C.
to make the payment for the shares to the registered
holder, you will not incur any stock transfer tax. See
Section 5.
Who can I talk to if I have
questions?................................ Our Information Agent and Dealer Manager can help answer
your questions. The Information Agent is ChaseMellon
Consulting Services, L.L.C. and the Dealer Manager is
Salomon Smith Barney Inc.
</TABLE>
3
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF
TEKTRONIX, INC.:
INTRODUCTION
Tektronix, Inc., an Oregon corporation (the "Company"), invites its
shareholders to tender shares of its Common Stock (the "Shares") (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 Rights Agent) to the Company 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 herein and in the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). Unless the context otherwise requires, all references
to Shares shall include the associated Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine the single per Share price, not in excess of $44 nor less than $39 per
Share, net to the seller in cash, without interest thereon (the "Purchase
Price"), that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 7,954,545 Shares (or such lesser number of Shares as are
properly tendered at prices not in excess of $44 nor less than $39 per Share).
All Shares properly tendered before the Expiration Date (as defined in
Section 1) at prices at or below the Purchase Price and not properly withdrawn
will be purchased at the Purchase Price, on the terms and subject to the
conditions of the Offer, including the proration provisions. Shares held by
shareholders who own beneficially or of record less than 100 Shares, who tender
all of their Shares at or below the Purchase Price before the Offer expires and
who complete the section entitled "Odd Lots" in the Letter of Transmittal will
be accepted for payment before proration, if any, of the purchase of other
tendered Shares. See Section 1. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration will be returned at
the Company's expense to the shareholders who tendered such Shares. The Company
reserves the right, in its sole discretion, to purchase more than 7,954,545
Shares pursuant to the Offer. See Section 14.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR
AS TO THE PURCHASE PRICE AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR
SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SUCH SHARES
SHOULD BE TENDERED. RELATIONAL INVESTORS, LLC AND OTHER ENTITIES CONTROLLED BY
RALPH V. WHITWORTH, A DIRECTOR OF THE COMPANY, HAVE INFORMED THE COMPANY THAT
THEY INTEND TO TENDER ALL OF THEIR 4,678,000 SHARES IN THE OFFER. JEROME J.
MEYER, CHAIRMAN OF THE BOARD OF THE COMPANY, HAS ADVISED THE COMPANY THAT HE
INTENDS TO TENDER 52,973 SHARES IN THE OFFER, WHICH REPRESENTS APPROXIMATELY 13%
OF THE AGGREGATE NUMBER OF SHARES CURRENTLY HELD BY HIM AND A FAMILY LIMITED
PARTNERSHIP OR SUBJECT TO HIS CURRENTLY EXERCISABLE OPTIONS. SEE SECTION 10. THE
COMPANY HAS BEEN ADVISED THAT NO OTHER DIRECTOR OR EXECUTIVE OFFICER OF THE
COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 7,954,545 Shares (or such greater number of Shares as
the Company may elect to purchase) are properly tendered at or below the
Purchase Price and not properly withdrawn, the Company will buy Shares first
from all Odd Lot Holders (as defined in Section 1) who properly tender all their
Shares at or below the Purchase Price (and do not properly withdraw them before
the expiration of the Offer) and then on a pro rata basis from all other
shareholders who properly tender Shares at prices at or
4
<PAGE>
below the Purchase Price (and do not properly withdraw them before the
expiration of the Offer). See Section 1.
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. See
Section 7.
The Purchase Price will be paid net to the tendering shareholder in cash,
without interest thereon, for all Shares purchased. Tendering shareholders who
hold Shares in their own name and who tender their Shares directly to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") will not be
obligated to pay brokerage commissions, solicitation fees or, subject to
Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Company pursuant to the Offer. Shareholders holding Shares
through brokers or banks are urged to consult the brokers or banks to determine
whether transaction costs are applicable if shareholders tender Shares through
the brokers or banks and not directly to the Depositary. HOWEVER, ANY TENDERING
SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE
DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS INCLUDED AS PART OF THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP
WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO THE TENDERING SHAREHOLDER OR
OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. The Company will pay all fees
and expenses of Salomon Smith Barney Inc. ("SSB" or the "Dealer Manager"), the
Depositary and ChaseMellon Consulting Services, L.L.C. (the "Information Agent")
incurred in connection with the Offer. See Section 15.
The address and telephone number of the Company's principal executive office
is 14200 SW Karl Braun Drive, Beaverton, Oregon 97077 and (503) 627-7111.
BACKGROUND
In January 2000, the Company completed the sale of substantially all of the
assets relating to its Color Printing and Imaging Division for a cash purchase
price of $925 million. The Company currently expects to use the proceeds as
follows: between $150 million and $200 million for taxes relating to the sale,
approximately $130 million to pay off borrowings associated with short-term debt
and its accounts receivable securitization program, approximately $550 million
for the repurchase of common stock and the balance for other corporate purposes.
On January 20, 2000, the Board of Directors approved the use of up to $350
million of the proceeds to purchase shares pursuant to the Offer and also
approved the use of up to $200 million of the proceeds to purchase shares of the
Company's common stock from time to time on the open market beginning no earlier
than 10 business days following termination of the Offer and ending by May 2001.
The Board of Directors believes that the repurchase of shares pursuant to
the Offer is an attractive use of a significant portion of the net proceeds and
that the Offer is an efficient way to return a significant portion of the net
proceeds to shareholders. The Company believes the Offer should result in a
capital structure more consistent with the size of the Company's current
business and is consistent with the Company's long-term goal of increasing
shareholder value. The Company also believes that the use of funds for the Offer
will have no impact on its access to sources of capital sufficient to fund
currently anticipated investments in the business and to operate its existing
business.
The use of a portion of the proceeds to reduce debt is designed to
strengthen the Company's balance sheet and to reduce interest expense.
Increasing its focus on the development and growth of the business and to
supplement its cash flow, the Board of Directors also discontinued the quarterly
dividend. The discontinuance of the dividend will be effective after payment of
the previously declared second quarter dividend which is payable on January 31,
2000 to shareholders of record on January 14, 2000.
The Offer provides shareholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not in excess of $44 nor less than $39 per Share) at which they are willing to
sell their Shares and, subject to the terms and conditions of the Offer and
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where Shares are tendered by the registered owner thereof directly to the
Depositary, to sell those Shares for cash without the usual transaction costs
associated with open market sales. The Offer also allows shareholders to sell a
portion of their Shares while retaining a continuing equity interest in the
Company. Shareholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company, subject
to the Company's right to issue additional Shares and other equity securities in
the future. In determining whether to tender Shares pursuant to the Offer,
shareholders should consider the possibility that they may be able to sell their
Shares in the future on the New York Stock Exchange ("NYSE") or otherwise,
including in connection with a sale of the Company, at a net price higher than
the Purchase Price. See "Recent Developments" below and Section 2. The Company
gives no assurance, however, as to the price at which a shareholder may be able
to sell non-tendered Shares in the future.
As of January 19, 2000, the Company had issued and outstanding 47,473,770
Shares and had reserved 2,493,128 Shares for issuance upon exercise of
outstanding stock options ("Options") under the Company's 1998 Stock Option
Plan, the Stock Incentive Plan, as amended, and the 1982 Stock Option Plan, as
amended (collectively, the "Plans").
The 7,954,545 Shares the Company is offering to purchase pursuant to the
Offer represent approximately 17% of the Company's Shares outstanding on January
19, 2000. The Shares are listed and traded on the NYSE under the symbol "TEK."
On January 25, 2000, the last full trading day before the announcement of the
Offer, the last reported sale price of the Shares as reported on the NYSE
Composite Tape was $40.44. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES. See Section 7.
RECENT DEVELOPMENTS
The Company completed the sale of substantially all of the operating assets
of its Video and Networking Division in September 1999 and completed the sale of
substantially all of the assets of the Color Printing and Imaging Division in
January 2000. Information regarding these transactions is contained in Current
Reports on Form 8-K filed with the Commission on October 12, 1999 and
January 12, 2000 (as amended on January 25, 2000). See Section 9. The Company is
now a focused test and measurement company.
On January 20, 2000, the Board of Directors elected Richard H. Wills as a
director of the Company and President and Chief Executive Officer and elected
Colin Slade as Chief Financial Officer. Jerome J. Meyer continues as Chairman of
the Board.
The Company's current fiscal quarter covers the three month period from
November 28, 1999 to February 26, 2000. The Company experienced strong orders in
the first two months of the current fiscal quarter compared to the Company's
plan. Sales for these two months were somewhat stronger than the Company's plan
but were not as strong as orders. These orders and sales early in the quarter
could positively impact the Company's results for the current fiscal quarter.
The Company also expects to close the sale of its Marlow, England facility
during the quarter, which, if completed, would result in a one-time gain and
would positively impact results for the quarter. However, other factors,
including orders and sales during the rest of the quarter, transition issues
related to the sale of the Color Printing and Imaging Division, expense levels
and margins, could negatively impact the results for the quarter. Accordingly,
as of the date of this Offer to Purchase, the Company is unable to predict its
results for the current fiscal quarter, and the results could be above or below
current market expectations. Moreover, the Company does not expect to publicly
announce its results of operations for the current fiscal quarter until March
16, 2000, which is after the currently scheduled expiration date of the Offer.
If the Offer expires as currently scheduled, shareholders will have to decide
whether or not to tender their shares, and to determine the price at which they
are willing to tender their shares, before the Company's quarterly results are
announced. For the reasons discussed above, the Company is unable to predict how
or if the announcement of its quarterly results will affect the trading price of
its common stock.
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THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase up to 7,954,545 Shares or such lesser number of Shares as are properly
tendered (and not properly withdrawn in accordance with Section 4) before the
Expiration Date (as defined below) at prices not in excess of $44 nor less than
$39 per Share, net to the seller in cash, without interest thereon.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Wednesday, February 23, 2000 unless and until the Company, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire.
See Section 14 for a description of the Company's right to extend, delay,
terminate or amend the Offer. The Company reserves the right to purchase more
than 7,954,545 Shares pursuant to the Offer. In accordance with applicable
regulations of the Securities and Exchange Commission (the "Commission"), the
Company may purchase pursuant to the Offer an additional amount of Shares not to
exceed 2% of the outstanding Shares without amending or extending the Offer. See
Section 14. In the event of an over-subscription of the Offer as described
below, Shares tendered at or below the Purchase Price prior to the Expiration
Date will be subject to proration, except for Odd Lots (as defined below). The
proration period also expires on the Expiration Date. If (a) the Company
increases the price to be paid for Shares above $44 per Share or decreases the
price to be paid for Shares below $39 per Share, the Company materially
increases the Dealer Manager fee or the Company increases the number of Shares
being sought in the Offer and such increase in the number of Shares being sought
exceeds 2% of the outstanding Shares, or the Company decreases the number of
Shares being sought, and (b) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in Section 14, the Offer will
be extended until the expiration of such period of ten business days. For the
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per share Purchase Price that it will pay for Shares properly
tendered and not properly withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 7,954,545 Shares (or such lesser number of Shares as are properly
tendered at prices not in excess of $44 nor less than $39 per Share). All Shares
properly tendered at prices at or below the Purchase Price and not properly
withdrawn will be purchased at the Purchase Price, on the terms and subject to
the conditions of the Offer, including the proration provisions.
THE OFFER IS NOT CONDITIONED ON THE TENDER OF ANY MINIMUM NUMBER OF SHARES,
BUT IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal, shareholders
desiring to tender Shares must specify the price, not in excess of $44 nor less
than $39 per Share, at which they are willing to sell their Shares to the
Company pursuant to the Offer. As promptly as practicable following the
Expiration Date, the Company will, in its sole discretion, determine the
Purchase Price that it will pay for Shares properly tendered pursuant to the
Offer and not properly withdrawn, taking into account the number of Shares
tendered and the prices specified by tendering shareholders. The Company intends
to select the lowest Purchase Price, not in excess of $44 nor less than $39 net
per Share in cash, that will enable it to purchase 7,954,545 Shares (or such
lesser number of Shares as are properly tendered) pursuant to the Offer. Shares
properly tendered pursuant to the Offer at or below the Purchase Price and not
properly withdrawn will be purchased at the Purchase Price, upon the terms
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and subject to the conditions of the Offer, including the odd lot and proration
provisions. All Shares tendered and not purchased pursuant to the Offer,
including Shares tendered at prices in excess of the Purchase Price and Shares
not purchased because of proration, will be returned to the tendering
shareholders at the Company's expense as promptly as practicable following the
Expiration Date.
If the number of Shares properly tendered at or below the Purchase Price and
not properly withdrawn prior to the Expiration Date is less than or equal to
7,954,545 Shares (or such greater number of Shares as the Company may elect to
purchase pursuant to the Offer), the Company will, upon the terms and subject to
the conditions of the Offer, purchase all Shares so tendered at the Purchase
Price.
PRIORITY OF PURCHASES. Upon the terms and subject to the conditions of the
Offer, if more than 7,954,545 Shares (or such greater number of Shares as the
Company may elect to purchase) have been properly tendered at prices at or below
the Purchase Price and not properly withdrawn before the Expiration Date, the
Company will purchase properly tendered Shares on the basis set forth below:
(a) first, the Company will purchase all Shares properly tendered and not
properly withdrawn before the Expiration Date by any Odd Lot Holder (as
defined below) who:
(1) tenders all Shares owned beneficially or of record by such Odd Lot
Holder at a price at or below the Purchase Price (tenders of less
than all the Shares owned by such Odd Lot Holder will not qualify for
this preference); and
(2) completes the section entitled "Odd Lots" in the Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery;
and
(b) second, after the purchase of all of the foregoing Shares, the Company
will purchase all other Shares properly tendered at prices at or below
the Purchase Price and not properly withdrawn before the Expiration Date,
on a pro rata basis (with appropriate adjustments to avoid purchases of
fractional Shares), as described below.
ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares properly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not properly withdrawn by any person (an "Odd Lot Holder")
who owns beneficially or of record an aggregate of fewer than 100 Shares and so
certifies in the appropriate place on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery. To qualify for this
preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder
in accordance with the procedures described in Section 3. As set forth above,
Odd Lots will be accepted for payment before proration, if any, of the purchase
of other tendered Shares. This preference is not available to partial tenders or
to beneficial or record holders of an aggregate of 100 or more Shares, even if
these holders have separate accounts or certificates representing fewer than 100
Shares. By accepting the Offer, an Odd Lot Holder who holds Shares in its name
and tenders its Shares directly to the Depositary would not only avoid the
payment of brokerage commissions, but also would avoid any applicable odd lot
discounts in a sale of the holder's Shares. Any shareholder wishing to tender
all of such shareholder's Shares pursuant to the Offer should complete the
Section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in
the Notice of Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any shareholder who tenders any Shares beneficially
owned at or below the Purchase Price and who, as a result of proration, would
then beneficially own an aggregate of fewer than 100 Shares. If the Company
exercises this right, it will increase the number of Shares that it is offering
to purchase in the Offer by the number of Shares purchased through the exercise
of such right.
PRORATION. If proration of tendered Shares is required, the Company will
determine the proration factor as soon as practicable following the Expiration
Date. Proration for each shareholder tendering Shares, other than Odd Lot
Holders, shall be based on the ratio of the number of Shares properly
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<PAGE>
tendered and not properly withdrawn by such shareholder to the total number of
Shares properly tendered and not properly withdrawn by all shareholders, other
than Odd Lot Holders, at or below the Purchase Price. Because of the difficulty
in determining the number of Shares properly tendered (including Shares tendered
by guaranteed delivery procedures, as described in Section 3) and not properly
withdrawn, and because of the Odd Lot procedure, the Company does not expect
that it will be able to announce the final proration factor or commence payment
for any Shares purchased pursuant to the Offer until approximately seven
business days after the Expiration Date. The preliminary results of any
proration will be announced by press release as promptly as practicable after
the Expiration Date. Shareholders may obtain preliminary proration information
from the Information Agent or the Dealer Manager and may be able to obtain such
information from their brokers.
As described in Section 13, the number of Shares that the Company will
purchase from a shareholder pursuant to the Offer may affect the United States
federal income tax consequences to that shareholder and, therefore, may be
relevant to a shareholder's decision whether or not to tender Shares. The Letter
of Transmittal affords each tendering shareholder the opportunity to designate
the order of priority in which Shares tendered are to be purchased in the event
of proration.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of the Shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's shareholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. PURPOSE OF THE OFFER; MATERIAL EFFECTS OF THE OFFER.
The Offer provides shareholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price (not in
excess of $44 nor less than $39 per Share) at which they are willing to sell
their Shares and, subject to the terms and conditions of the Offer and where
Shares are tendered by the registered owner thereof directly to the Depositary,
to sell those Shares for cash without the usual transaction costs associated
with open market sales. In addition, Odd Lot Holders who hold Shares in their
names and tender their Shares directly to the Depositary and whose Shares are
purchased pursuant to the Offer not only will avoid the payment of brokerage
commissions but also will avoid any applicable odd lot discounts payable on a
sale of their Shares in a NYSE transaction. The Offer also allows shareholders
to sell a portion of their Shares while retaining a continuing equity interest
in the Company. Shareholders who determine not to accept the Offer will realize
a proportionate increase in their relative equity interest in the Company,
subject to the Company's right to issue additional Shares and other equity
securities in the future. Shareholders may be able to sell non-tendered Shares
in the future on the NYSE or otherwise, including in connection with a sale of
the Company, at a net price higher than the Purchase Price. The Company gives no
assurance, however, as to the price at which a shareholder may be able to sell
Shares in the future.
In January 2000, the Company completed the sale of substantially all of the
assets relating to its Color Printing and Imaging Division for a cash purchase
price of $925 million. The Company currently expects to use the proceeds as
follows: between $150 million and $200 million for taxes relating to the sale,
approximately $130 million to pay off borrowings associated with short-term debt
and its accounts receivable securitization program, approximately $550 million
for the repurchase of common stock and the balance for other corporate purposes.
On January 20, 2000, the Board of Directors approved the use of up to $350
million of the proceeds to purchase shares pursuant to the Offer and also
approved the use of up to $200 million of the proceeds to purchase shares of the
Company's common stock from time to time on the open market beginning no earlier
than 10 business days following termination of the Offer and ending by May 2001.
The Board of Directors believes that the repurchase of shares pursuant to
the Offer is an attractive use of a significant portion of the net proceeds and
that the Offer is an efficient way to
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return a significant portion of the net proceeds to shareholders. The Company
believes the Offer should result in a capital structure more consistent with the
size of the Company's current business and is consistent with the Company's
long-term goal of increasing shareholder value. The Company also believes that
the use of funds for the Offer will have no impact on its access to sources of
capital sufficient to fund currently anticipated investments in the business and
to operate its existing business.
The use of a portion of the proceeds to reduce debt is designed to
strengthen the Company's balance sheet and to reduce interest expense.
Increasing its focus on the development and growth of the business and to
supplement its cash flow, the Board of Directors also discontinued the quarterly
dividend. The discontinuance of the dividend will be effective after payment of
the previously declared second quarter dividend which is payable on January 31,
2000 to shareholders of record on January 14, 2000.
As described above, the funds required to complete the Offer and pay related
expenses will be provided from available cash and investments. The Offer is not
subject to the Company's receipt of financing. See Section 8.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR
AS TO THE PURCHASE PRICE AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR SHARES
AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION. SHAREHOLDERS
ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT WITH THEIR
OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SUCH SHARES SHOULD BE TENDERED. RELATIONAL INVESTORS, LLC AND OTHER ENTITIES
CONTROLLED BY RALPH V. WHITWORTH, A DIRECTOR OF THE COMPANY, HAVE INFORMED THE
COMPANY THAT THEY INTEND TO TENDER ALL OF THEIR 4,678,000 SHARES IN THE OFFER.
JEROME J. MEYER, CHAIRMAN OF THE BOARD OF THE COMPANY, HAS ADVISED THE COMPANY
THAT HE INTENDS TO TENDER 52,973 SHARES IN THE OFFER, WHICH REPRESENTS
APPROXIMATELY 13% OF THE AGGREGATE NUMBER OF SHARES CURRENTLY HELD BY HIM AND A
FAMILY LIMITED PARTNERSHIP OR SUBJECT TO HIS CURRENTLY EXERCISABLE OPTIONS. THE
COMPANY HAS BEEN ADVISED THAT NO OTHER DIRECTOR OR EXECUTIVE OFFICER OF THE
COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 10.
The Board of Directors has authorized the Company to use up to $200 million
of the remaining proceeds from the sale of assets related to its Color Printing
and Imaging Division to purchase shares of its common stock from time to time on
the open market beginning no earlier than 10 business days following termination
of the Offer. Future purchases may be on the same terms or on terms which are
more or less favorable to shareholders than the terms of the Offer. However,
Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prohibits the Company and its affiliates from purchasing any Shares,
other than pursuant to the Offer, until at least ten business days after the
Expiration Date. Future purchases whether pursuant to this open market purchase
program or otherwise may be on the open market, in private transactions, through
tender offers or otherwise, subject to the approval of the Board of Directors.
Any future purchases by the Company will depend on many factors, including the
market price of the Shares, the results of the Offer, the Company's business and
financial position and general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be returned to the
status of authorized but unissued Shares and will be available for the Company
to issue without further shareholder action (except as required by applicable
law or the rules applicable to companies with shares traded on the NYSE or any
other securities exchange on which the Shares may be listed) for purposes
including, but not limited to, the acquisition of other businesses, the raising
of additional capital for use in the Company's business and the satisfaction of
obligations under existing or future employee benefit plans. The Company has no
current plans for the issuance of Shares repurchased pursuant to the Offer by
the Company.
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Except as disclosed in this Offer to Purchase, the Company has no plans,
proposals or negotiations that relate to or would result in (a) any
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (b) any purchase, sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (c) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company; (d) any change in the present
Board of Directors or management of the Company, including, but not limited to,
any plans or proposals to change the number or the term of directors or to fill
any existing vacancies on the Board or to change any material term of the
employment contract of any executive officer; (e) any other material change in
the Company's corporate structure or business; (f) any class of equity
securities of the Company being delisted from a national securities exchange or
ceasing to be authorized for quotation in an automated quotations system
operated by a national securities association; (g) any class of equity
securities of the Company becoming eligible for termination of registration
under Section 12(g)(4) of the Exchange Act; (h) the suspension of the Company's
obligation to file reports under Section 15(d) of the Exchange Act; (i) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; or (j) any change in the Company's
Articles of Incorporation, Bylaws or other governing instruments or other
actions which could impede the acquisition of control of the Company.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be tendered properly pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedure for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), including any required signature guarantees,
or an Agent's Message (as defined below), and any other documents required by
the Letter of Transmittal, must be received before 12:00 Midnight, New York City
time, on the Expiration Date by the Depositary at its address set forth on the
back cover of this Offer to Purchase, or (b) the tendering shareholder must
comply with the guaranteed delivery procedure set forth below. IN ACCORDANCE
WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, SHAREHOLDERS DESIRING TO TENDER
SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED
"PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER
OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.125) AT WHICH SHARES ARE BEING
TENDERED. Shareholders who desire to tender Shares at more than one price must
complete a separate Letter of Transmittal for each price at which Shares are
tendered, provided that the same Shares cannot be tendered (unless properly
withdrawn previously in accordance with the terms of the Offer) at more than one
price. TO TENDER SHARES PROPERLY, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN
THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL.
IN ADDITION, ODD LOT HOLDERS WHO TENDER ALL SHARES MUST COMPLETE THE SECTION
CAPTIONED "ODD LOTS" IN THE LETTER OF TRANSMITTAL AND, IF APPLICABLE, IN THE
NOTICE OF GUARANTEED DELIVERY, TO QUALIFY FOR THE PREFERENTIAL TREATMENT
AVAILABLE TO ODD LOT HOLDERS AS SET FORTH IN SECTION 1.
SHAREHOLDERS WHO HOLD SHARES THROUGH BROKERS OR BANKS ARE URGED TO CONSULT
THE BROKERS OR BANKS TO DETERMINE WHETHER TRANSACTION COSTS ARE APPLICABLE IF
SHAREHOLDERS TENDER SHARES THROUGH THE BROKERS OR BANKS AND NOT DIRECTLY TO THE
DEPOSITARY.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required: (a) if the Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this Section 3, shall include any
participant in The Depository Trust Company (the "Book-Entry Transfer Facility")
whose name appears on a security position listing as the owner of the Shares)
tendered therewith and such holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal; or (b) if Shares are tendered for
the account of a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor
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institution," as such term is defined in Rule 17Ad-15 under the Exchange Act
(each of the foregoing constituting an "Eligible Institution"). See Instruction
1 of the Letter of Transmittal. If a certificate for Shares is registered in the
name of a person other than the person executing a Letter of Transmittal, or if
payment is to be made, or Shares not purchased or tendered are to be issued, to
a person other than the registered holder, then the certificate must be endorsed
or accompanied by an appropriate stock power, in either case signed exactly as
the name of the registered holder appears on the certificate, with the signature
guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of the book-entry
transfer of the Shares into the Depositary's account at the Book-Entry Transfer
Facility as described above), a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), or an Agent's Message, and
any other documents required by the Letter of Transmittal. THE METHOD OF
DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing the
Book-Entry Transfer Facility to transfer Shares into the Depositary's account in
accordance with the Book-Entry Transfer Facility's procedures for transfer.
Although delivery of Shares may be effected through a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility, either (a) a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees, or an Agent's
Message, and any other required documents must, in any case, be transmitted to
and received by the Depositary at its address set forth on the back cover of
this Offer to Purchase before the Expiration Date, or (b) the guaranteed
delivery procedure described below must be followed. Delivery of the Letter of
Transmittal and any other required documents to the Book-Entry Transfer Facility
does not constitute delivery to the Depositary.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Shares that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant.
BACKUP TAX WITHHOLDING. A shareholder may be subject to backup U.S. federal
income tax withholding at a rate of 31% with respect to cash received pursuant
to the Offer. However, backup withholding generally will apply only if the
shareholder fails to either (i) furnish the Depositary with a correct social
security number or other taxpayer identification number, or otherwise comply
with applicable backup withholding rules and certification requirements, or
(ii) furnish the Depositary with proper certification that it is exempt from
backup withholding. See Instruction 14 of the Letter of Transmittal.
TO PREVENT BACKUP WITHHOLDING, EACH SHAREHOLDER SHOULD EITHER COMPLETE THE
SUBSTITUTE FORM W-9 INCLUDED AS PART OF THE LETTER OF TRANSMITTAL OR FURNISH THE
DEPOSITARY WITH PROPER CERTIFICATION THAT IT IS EXEMPT FROM BACKUP WITHHOLDING.
WITHHOLDING FOR NON-U.S. SHAREHOLDERS. The following discussion applies to
any "non-U.S." shareholder. A non-U.S. shareholder is a shareholder that, for
U.S. federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, a foreign estate or a foreign trust. A
non-U.S. shareholder who has provided the necessary certification to the
Depositary will not be subject to backup withholding. However, non-U.S.
shareholders generally are subject to withholding
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<PAGE>
under Internal Revenue Code sections 1441 or 1442 at a rate of 30% of the gross
payments. If a shareholder's address is outside the U.S., and if the Depositary
has not received a Substitute Form W-9 or other appropriate certification of
non-foreign status from that shareholder, under current Treasury Regulations the
Depositary will assume that the shareholder is a non-U.S. shareholder. The
general 30% withholding rate may be reduced under a tax treaty, if appropriate
certification is furnished to the Depositary. A non-U.S. shareholder may also
obtain exemption from withholding by delivering to the Depositary appropriate
certification that the gross proceeds are effectively connected with the conduct
of a trade or business within the U.S. A non-U.S. shareholder may be eligible to
obtain a refund of all or a portion of any tax withheld if such holder meets
those tests described in Section 13 that would characterize the exchange as a
sale (as opposed to a dividend) or is otherwise able to establish that no tax or
a reduced amount of tax is due.
NON-U.S. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING
THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to
the Offer and the shareholder's Share certificates are not immediately available
or cannot be delivered to the Depositary before the Expiration Date (or the
procedure for book-entry transfer cannot be completed on a timely basis) or if
time will not permit all required documents to reach the Depositary before the
Expiration Date, the Shares may nevertheless be tendered, provided that all of
the following conditions are satisfied:
(a) the tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, overnight courier, telegram or
facsimile transmission, on or before the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially
in the form the Company has provided with this Offer to Purchase
(specifying the price at which the Shares are being tendered), including
(where required) a signature guarantee by an Eligible Institution in the
form set forth in such Notice of Guaranteed Delivery; and
(c) the certificates for all tendered Shares, in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together with
a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) and any required signature guarantees,
or an Agent's Message, or other documents required by the Letter of
Transmittal, are received by the Depositary within three (3) NYSE trading
days after the date of receipt by the Depositary of the Notice of
Guaranteed Delivery.
RETURN OF TENDERED SHARES. If any tendered Shares are not purchased, or if
less than all Shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased Shares will be returned as promptly as practicable
after the expiration or termination of the Offer or, in the case of Shares
tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares
will be credited to the appropriate account maintained by the tendering
shareholder at the Book-Entry Transfer Facility, in each case without expense to
the shareholder.
COMPANY STOCK OPTION PLANS. The Company is not offering, as part of the
Offer, to purchase any Options outstanding under the Company's Plans and tenders
of Options will not be accepted. Holders of Options who wish to participate in
the Offer may either (a) comply with the procedure for guaranteed delivery set
forth above without having to exercise their Options until after the results of
the Offer are known (provided, however, that an Option holder will not be
required to make the requisite tender through an Eligible Institution and may
personally execute and deliver the Notice of Guaranteed Delivery) or
(b) exercise their Options and purchase Shares of the Company's Common Stock and
then tender the Shares pursuant to the Offer, provided that, in the case of
either (a) or (b), any exercise of an Option and tender of Shares is in
accordance with the terms of the applicable Plan
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<PAGE>
and the Options. In no event are any Options to be delivered to the Depositary
in connection with a tender of Shares hereunder. An exercise of an Option cannot
be revoked even if Shares received upon the exercise and tendered in the Offer
are not purchased in the Offer for any reason.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid for Shares to be accepted and the validity,
form, eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Company, in its sole discretion, and
its determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders of any Shares that it
determines are not in proper form or the acceptance for payment of or payment
for which may, in the opinion of the Company's counsel, be unlawful. The Company
also reserves the absolute right to waive any of the conditions of the Offer or
any defect or irregularity in any tender with respect to any particular Shares
or any particular shareholder and the Company's interpretation of the terms of
the Offer will be final and binding on all parties. No tender of Shares will be
deemed to have been properly made until all defects or irregularities have been
cured by the tendering shareholder or waived by the Company. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any other
person shall be obligated to give notice of any defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any
notice.
TENDERING SHAREHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms and conditions of the Offer, as well as the tendering shareholder's
representation and warranty to the Company that (a) the shareholder has a net
long position in the Shares or equivalent securities at least equal to the
Shares tendered within the meaning of Rule 14e-4 promulgated by the Commission
under the Exchange Act and (b) the tender of Shares complies with Rule 14e-4. It
is a violation of Rule 14e-4 for a person, directly or indirectly, to tender
Shares for that person's own account unless, at the time of tender and at the
end of the proration period or period during which Shares are accepted by lot
(including any extensions thereof), the person so tendering (a) has a net long
position equal to or greater than the amount of (x) Shares tendered or
(y) other securities convertible into or exchangeable or exercisable for the
Shares tendered and will acquire the Shares for tender by conversion, exchange
or exercise and (b) will deliver or cause to be delivered the Shares in
accordance with the terms of the Offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. The Company's acceptance for payment of Shares tendered pursuant
to the Offer will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and conditions of the Offer.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL OR FACSIMILE THEREOF, OR AN AGENT'S MESSAGE, AND ANY OTHER DOCUMENTS
REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND
NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE
FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY
TENDERED.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless theretofore
accepted for payment by the Company pursuant to the Offer, may also be withdrawn
at any time after 12:00 Midnight, New York City time, on Wednesday, March 22,
2000.
For a withdrawal to be effective, a notice of withdrawal must be in written,
telegraphic, telex or facsimile transmission form and must be received in a
timely manner by the Depositary at its address set forth on the back cover of
this Offer to Purchase. Any such notice of withdrawal must specify the name of
the tendering shareholder, the number of Shares to be withdrawn and the name of
the registered holder of such Shares. If the certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
before the release of such certificates, the tendering
14
<PAGE>
shareholder must also submit the serial numbers shown on the particular
certificates for Shares to be withdrawn and the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (except in the case of
Shares tendered for the account of an Eligible Institution). If Shares have been
tendered pursuant to the procedure for book-entry transfer set forth in
Section 3, the notice of withdrawal also must specify the name and the number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares and must otherwise comply with such Book-Entry Transfer
Facility's procedures. All questions as to the form and validity (including the
time of receipt) of any notice of withdrawal will be determined by the Company,
in its sole discretion, which determination shall be final and binding. None of
the Company, the Dealer Manager, the Depositary, the Information Agent or any
other person shall be obligated to give notice of any defects or irregularities
in any notice of withdrawal nor shall any of them incur liability for failure to
give any notice.
Withdrawals may not be rescinded and any Shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless the
withdrawn Shares are properly re-tendered before the Expiration Date by
following one of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain tendered Shares on behalf of the Company, and such
Shares may not be withdrawn except to the extent tendering shareholders are
entitled to withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly as
practicable following the Expiration Date, the Company (a) will determine the
Purchase Price it will pay for the Shares properly tendered and not properly
withdrawn before the Expiration Date, taking into account the number of Shares
so tendered and the prices specified by tendering shareholders, and (b) will
accept for payment and pay for (and thereby purchase) Shares properly tendered
at prices at or below the Purchase Price and not properly withdrawn before the
Expiration Date. For purposes of the Offer, the Company will be deemed to have
accepted for payment (and therefore purchased) Shares that are properly tendered
at or below the Purchase Price and not properly withdrawn (subject to the
proration provisions of the Offer) only when, as and if it gives oral or written
notice to the Depositary of its acceptance of the Shares for payment pursuant to
the Offer.
Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date the Company will accept for payment and pay a
single per Share Purchase Price for 7,954,545 Shares (subject to increase or
decrease as provided in Section 14) properly tendered, or such lesser number of
Shares as are properly tendered, at prices not in excess of $44 nor less than
$39 per Share and not properly withdrawn as permitted in Section 4.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering shareholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any proration and commence payment for Shares
purchased until approximately seven (7) business days after the Expiration Date.
Certificates for all Shares tendered and not purchased, including all Shares
tendered at prices in excess of the Purchase Price and Shares not purchased due
to proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, will be credited to the account maintained with the Book-Entry
Transfer Facility by the participant therein who so delivered the Shares) to the
tendering shareholder at
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<PAGE>
the Company's expense as promptly as practicable after the Expiration Date or
termination of the Offer without expense to the tendering shareholders. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE BE PAID BY THE COMPANY BY
REASON OF ANY DELAY IN MAKING PAYMENT. In addition, if certain events occur, the
Company may not be obligated to purchase Shares pursuant to the Offer. See
Section 6.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) if unpurchased Shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or the other person), payable on account of the transfer to
the person will be deducted from the Purchase Price unless satisfactory evidence
of the payment of the stock transfer taxes, or exemption therefrom, is
submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX BACKUP WITHHOLDING OF
31% OF THE GROSS PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE
OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING U.S. FEDERAL INCOME TAX
CONSEQUENCES FOR NON-U.S. HOLDERS.
6. CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company will not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act, if at any time on or after January 26, 2000 and before
the Expiration Date any of the following events shall have occurred (or shall
have been determined by the Company to have occurred) that, in the Company's
judgment and regardless of the circumstances giving rise thereto (including any
action or omission to act by the Company), makes it inadvisable to proceed with
the Offer or with acceptance for payment:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal that
directly or indirectly (i) challenges the making of the Offer, the
acquisition of some or all of the Shares pursuant to the Offer or
otherwise relates in any manner to the Offer, or (ii) in the Company's
sole judgment, could materially and adversely affect the business,
condition (financial or other), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries or materially impair the contemplated
benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company
or any of its subsidiaries, by any court or any authority, agency or
tribunal that, in the Company's sole judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some
or all of the Shares illegal or otherwise restrict or prohibit completion
of the Offer, (ii) delay or restrict the ability of the Company, or
render the Company unable, to accept for payment or pay for some or all
of the Shares, (iii) materially impair the contemplated benefits of the
Offer to the Company or (iv) materially and adversely affect the
business, condition (financial or other), income, operations or prospects
of the Company and its subsidiaries, taken as a whole, or otherwise
16
<PAGE>
materially impair in any way the contemplated future conduct of the
business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange
or in the over-the-counter market, (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or
other international or national calamity directly or indirectly involving
the United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event that, in the Company's sole judgment, might affect, the extension
of credit by banks or other lending institutions in the United States,
(v) any significant decrease in the market price of the Shares or any
change in the general political, market, economic or financial conditions
in the United States or abroad that could, in the sole judgment of the
Company, have a material adverse effect on the Company's business,
operations or prospects or the trading in the Shares, (vi) in the case of
any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof or (vii) any decline
in either the Dow Jones Industrial Average or the Standard and Poor's
Index of 500 Industrial Companies by an amount in excess of 10% measured
from the close of business on January 25, 2000;
(d) a tender or exchange offer for any or all of the Shares (other than the
Offer), or any merger, business combination or other similar transaction
with or involving the Company or any subsidiary, shall have been
proposed, announced or made by any person;
(e) (i) any entity, "group" (as that term is used in Section 13(d)(3) of the
Exchange Act) or person shall have acquired or proposed to acquire
beneficial ownership of more than 5% of the outstanding Shares (other
than any such person, entity or group who has filed a Schedule 13D or
Schedule 13G with the Commission on or before January 25, 2000),
(ii) any such entity, group or person who has filed a Schedule 13D or
Schedule 13G with the Commission on or before January 25, 2000 shall have
acquired or proposed to acquire beneficial ownership of an additional 2%
or more of the outstanding Shares or (iii) any person, entity or group
shall have filed a Notification and Report Form under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, or made a public
announcement reflecting an intent to acquire the Company or any of its
subsidiaries or any of their respective assets or securities other than
in connection with a transaction authorized by the Board of Directors of
the Company;
(f) any change or changes shall have occurred in the business, financial
condition, assets, income, operations, prospects or stock ownership of
the Company or its subsidiaries that, in the Company's sole judgment, is
or may be material to the Company or its subsidiaries; or
(g) the Company determines that the completion of the Offer and the purchase
of the Shares may cause the Shares to be delisted from the NYSE or to be
eligible for deregistration under the Exchange Act.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
omission by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time in its sole
discretion. The Company's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Company concerning the events described above
will be final and binding on all parties.
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7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on the NYSE. The following table sets
forth, for the fiscal quarters indicated, the high and low sales prices per
Share on the NYSE Composite Tape and the cash dividends paid, or to be paid, per
Share in each of those fiscal quarters.
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
-------- -------- ---------
<S> <C> <C> <C>
Fiscal 1998:
First Quarter.................................... $43.50 $36.42 $0.10
Second Quarter................................... 46.42 37.08 0.12
Third Quarter.................................... 46.25 35.56 0.12
Fourth Quarter................................... 48.19 36.06 0.12
Fiscal 1999:
First Quarter.................................... 38.38 16.56 0.12
Second Quarter................................... 25.75 13.69 0.12
Third Quarter.................................... 32.38 19.38 0.12
Fourth Quarter................................... 29.44 17.56 0.12
Fiscal 2000:
First Quarter.................................... 35.56 22.13 0.12
Second Quarter................................... 39.38 28.38 0.12
Third Quarter (through January 25, 2000)......... 42.81 30.75 0(1)
</TABLE>
- ------------------------
(1) The Board of Directors has declared a quarterly dividend of $0.12 per share
payable on January 31, 2000 to holders of record on January 14, 2000. The
Company recently announced its intention to discontinue paying cash
dividends to shareholders in order to reinvest future earnings, effective
after payment of this dividend.
On January 25, 2000, the last full trading day before the announcement of
the Offer, the last reported sale price of the Shares on the NYSE Composite Tape
was $40.44. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES.
RIGHTS PLAN. On August 16, 1990, the Board of Directors of the Company
adopted a Rights Agreement with ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agreement"), pursuant to which the Company declared a
dividend of one preferred share purchase right (a "Right") for each Share
outstanding at the close of business on September 7, 1990. One Right attaches to
each share of Common Stock, and, when exercisable, each Right will entitle the
registered holder to purchase from the Company one one-thousandth of a share of
Series A No Par Preferred Stock (the "Preferred Stock") at a price of $60 per
one one-thousandth of a share of Preferred Stock, subject to adjustment (the
"Rights Purchase Price").
In general, the Rights Agreement operates by providing that if any person
acquires a number of Shares above the 20% threshold defined in the Rights
Agreement (an "Acquiring Person") or if the Company were the surviving
corporation in a merger with an Acquiring Person or any affiliate or associate
of an Acquiring Person and the Shares were not changed or exchanged, each holder
of a Right, other than Rights that are or were acquired or beneficially owned by
the Acquiring Person (which Rights will thereafter be void), will thereafter
have the right to receive upon exercise that number of Shares having a market
value of two times the then current Rights Purchase Price of the Right. If,
after a person has become an Acquiring Person, the Company were acquired in a
merger or other business combination transaction or more than 50% of its assets
or earning power were sold, proper provision shall be made so that each holder
of a Right shall thereafter have the right to receive, upon the exercise thereof
at the then current Rights Purchase Price of the Right, that number of shares of
common stock of the acquiring company which at the time of such transaction
would have a market value of two times the then current Rights Purchase Price of
the Right.
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<PAGE>
The Rights will expire on September 7, 2000, subject to the Company's right
to extend such date, unless earlier redeemed or exchanged by the Company or
terminated. The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right by the Board of Directors, with the approval of the continuing
directors (as defined in the Rights Agreement), at any time before the time a
person becomes an Acquiring Person. The Rights may also be exchanged at any time
after a person becomes an Acquiring Person (except for the Rights of the
Acquiring Person) for one Share per Right (subject to adjustment). Any of the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company before the Distribution Date (as defined in the Rights Agreement).
After the Distribution Date, the Company and the Rights Agent may amend or
supplement the Rights Agreement without the approval of any holders of
certificates evidencing the Rights ("Right Certificates") under certain
circumstances provided that the interests of the holders of Right Certificates
(other than an Acquiring Person or an affiliate or associate of an Acquiring
Person) are not adversely affected thereby.
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement, a copy of which has been filed as an exhibit
to a Form 8-K filed by the Company on August 27, 1990 with the Commission. Such
reports and exhibits may be obtained from the Commission in the manner provided
in Section 9.
8. SOURCE AND AMOUNT OF FUNDS.
Assuming the Company purchases 7,954,545 Shares pursuant to the Offer at a
purchase price of $44 per Share, the Company expects the maximum aggregate cost,
including all fees and expenses applicable to the Offer, to be approximately
$351 million. The Company expects to fund the purchase of Shares pursuant to the
Offer and the payment of related fees and expenses from available cash. At
January 25, 2000, the Company had aggregate cash of approximately $800 million.
The Company obtained the funds to purchase the Shares pursuant to the Offer
through the sale of its Color Printer and Imaging Division in January 2000.
9. CERTAIN INFORMATION CONCERNING THE COMPANY.
The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files periodic reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. The Company is required to disclose in such proxy statements
certain information, as of particular dates, concerning the Company's directors
and officers, their compensation, stock options granted to them, the principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company. The Company has also filed a Tender Offer
Statement on Schedule TO with the Commission. Such material and other
information may be inspected at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and
also should be available for inspection and copying at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained by mail, upon
payment of the Commission's customary charges, by writing to the Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
material also should be available for inspection at the NYSE, 20 Broad Street,
New York, New York 10005. The Company urges you to review its Annual Report on
Form 10-K for the year ended May 29, 1999, its Quarterly Reports on Form 10-Q
for the quarters ended August 28, 1999 and November 27, 1999 and its Current
Reports on Form 8-K filed on October 12, 1999 and January 12, 2000 (as amended
on January 25, 2000).
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<PAGE>
10. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS;
TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES.
As of January 19, 2000, the Company had issued and outstanding 47,473,770
Shares and had reserved 2,493,128 Shares for issuance under the Plans. The
7,954,545 Shares the Company is offering to purchase pursuant to the Offer
represent approximately 17% of the Shares outstanding on January 19, 2000.
Jerome J. Meyer, Chairman of the Board of the Company, and Relational
Investors, LLC and other entities controlled by Ralph V. Whitworth, a director
of the Company, have informed the Company that they intend to tender Shares
pursuant to the Offer. Mr. Meyer indicated that he intends to tender 23,000 of
the 194,301 Shares held by him, 18,000 of his 240,500 currently exercisable
option Shares under the Plans and all of the 11,973 Shares held by a family
limited partnership. Relational Investors, LLC and other entities controlled by
Mr. Whitworth indicated that they intend to tender all of the 4,678,000 Shares
held by them.
As of January 19, 2000, the Company's directors and executive officers as a
group (14 persons) beneficially owned an aggregate of 5,646,207 Shares
representing approximately 12% of the outstanding Shares, assuming the exercise
by such persons of their currently exercisable Options. The Company has been
advised that no director or executive officer of the Company other than
Mr. Meyer and Mr. Whitworth intends to tender any Shares pursuant to the Offer.
If the Company purchases 7,954,545 Shares pursuant to the Offer including all
Shares tendered by Mr. Meyer and entities controlled by Mr. Whitworth, and none
of the other executive officers or directors tender Shares pursuant to the
Offer, then after the purchase of Shares pursuant to the Offer, the Company's
executive officers and directors as a group would own beneficially approximately
2.3% of the outstanding Shares immediately after the Offer, assuming the
exercise by such persons of their currently exercisable Options.
Based on the Company's records and on information provided to the Company by
its directors, executive officers, affiliates and subsidiaries, neither the
Company, nor any associate or subsidiary of the Company nor, to the best of the
Company's knowledge, any of the directors or executive officers of the Company
or any of its subsidiaries, nor any associates or subsidiaries of any of the
foregoing, has effected any transactions involving the Shares during the 60 days
before the date hereof, except as follows:
- A. Gary Ames and Merrill A. McPeak, directors, on January 6, 2000 acquired
2,142 Shares and 4,286 Shares, respectively, on the open market at a price
of $35.00 per Share, pursuant to the Non-Employee Director's Stock
Compensation Plan.
- James F. Dalton, Vice President, General Counsel and Secretary, on
December 17, 1999, exercised options for, and sold on the open market,
3,100 Shares at a price of $37.33 per Share and 1,400 Shares at a price of
$37.00 per Share.
- Paul C. Ely, Jr., director, on December 17, 1999, gifted 275 Shares.
- A.M. Gleason, director, on December 29, 1999, sold 8,000 Shares at a price
of $37.63 per Share, and sold 5,000 Shares at a price of $37.44 per Share,
all on the open market. On the same date, his spouse sold 5,000 Shares at
a price of $37.44 per Share on the open market. On December 30, 1999, he
sold 9,804 Shares at a price of $38.63 per Share, and his spouse sold on
the same date 1,500 Shares at a price of $38.63 per Share, all on the open
market. On December 31, 1999, Mr. Gleason sold 1,000 Shares at a price of
$39.25 per Share on the open market.
On July 6, 1999, the Company entered into a standstill agreement with Ralph
V. Whitworth, entities controlled by Mr. Whitworth and associates of
Mr. Whitworth (collectively, "Relational"). In accordance with the terms of the
Standstill Agreement, Mr. Whitworth was elected to the board on
20
<PAGE>
July 6, 1999. The Company has agreed that, at the request of Mr. Whitworth at
any time prior to March 1, 2000, it will cause an additional candidate
designated by him to be elected to the board. Relational has agreed that prior
to the Company's annual meeting in 2000 it will not (i) acquire Shares that
would cause it to own 10% or more of the outstanding Shares or form a group to
acquire Shares; (ii) solicit proxies from shareholders; (iii) call a special
meeting of shareholders; (iv) make shareholder proposals for shareholder action
at a shareholder meeting; (v) establish a voting trust or agreement related to
Shares; (vi) make proposals related to an acquisition, change of control,
restructuring, recapitalization, or other extraordinary transaction involving
the Company; or (vii) seek additional representation on the board. Consistent
with the terms and provisions of the agreement, Relational may from time-to-time
(i) acquire additional Shares in the open market, in privately negotiated
transactions, or otherwise, or (ii) dispose of Shares in the open market, in
privately negotiated transactions or otherwise, including the Offer.
The foregoing description of the standstill agreement is qualified in its
entirety by reference to the standstill agreement, a copy of which has been
filed as an exhibit to a Schedule 13D/A filed by Relational on July 6, 1999 with
the Commission. Such schedule and exhibits may be obtained from the Commission
in the manner provided in Section 9.
Except as otherwise described herein, neither the Company nor, to the best
of the Company's knowledge, any of its affiliates, directors or executive
officers, is a party to any contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to the Offer or with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of shareholders. Nonetheless, the Company anticipates that there will be
a sufficient number of Shares outstanding and publicly traded following
completion of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the NYSE, the Company does not believe that
its purchase of Shares pursuant to the Offer will cause the Company's remaining
Shares to be delisted from the NYSE.
The Shares are now "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
12. LEGAL MATTERS; REGULATORY APPROVALS.
Except as described above, the Company is not aware of any license or
regulatory permit that is material to the Company's business that might be
adversely affected by the Company's acquisition of Shares as contemplated herein
or of any approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of Shares by the Company as
contemplated herein. Should any such approval
21
<PAGE>
or other action be required, the Company presently contemplates that such
approval or other action will be sought. The Company is unable to predict
whether it will be required to delay the acceptance for payment of or payment
for Shares tendered pursuant to the Offer pending the outcome of any such
matter. There is no assurance that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business. The Company's obligations under
the Offer to accept for payment and pay for Shares is subject to conditions. See
Section 6.
13. U.S. FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes the principal U.S. federal income tax
consequences of receipt of cash for Shares pursuant to the Offer. This summary
is based upon the Internal Revenue Code of 1986, as amended to the date hereof
(the "Code"), existing and proposed Treasury Regulations, published rulings,
administrative pronouncements and judicial decisions. Changes to these
authorities could change the tax consequences, possibly on a retroactive basis.
This summary addresses only Shares held by shareholders subject to U.S.
federal income tax. It does not address all of the tax consequences that may be
relevant to particular shareholders in light of their personal circumstances, or
to certain types of shareholders (such as certain financial institutions,
traders in securities, insurance companies, "S" corporations, expatriates,
tax-exempt organizations, shareholders who hold Shares as a position in a
"straddle" or as part of a "hedging" or "conversion" transaction, or
shareholders with a functional currency other than the U.S. dollar). This
summary may not be applicable with respect to Shares acquired as compensation
(including Shares acquired upon the exercise of Options or which were or are
subject to forfeiture restrictions). This summary does not address the state,
local or foreign tax consequences of participating in the Offer. EACH HOLDER OF
SHARES SHOULD CONSULT SUCH HOLDER'S TAX ADVISOR AS TO THE PARTICULAR
CONSEQUENCES TO SUCH HOLDER OF PARTICIPATION IN THE OFFER.
An exchange of Shares for cash pursuant to the Offer will be a taxable
event. Each participating shareholder will be treated as either having sold
Shares or as having received a dividend from the Company. Which tax treatment
applies will depend on the relationship of the number of Shares exchanged to the
number of Shares retained by the particular shareholder. In determining the
number of Shares retained, the attribution rules of Section 318 of the Code must
be taken into account.
A participating shareholder will be treated as having sold the exchanged
Shares if one of the following tests is satisfied:
(1) The exchange results in a "complete termination" of such holder's stock
interest in the Company under Code section 302(b)(3). This test will be
satisfied if (a) all of the Shares actually and constructively owned by the
shareholder are sold pursuant to the Offer, or (b) all the Shares actually owned
by the shareholder are sold pursuant to the Offer, the only Shares the
shareholder constructively owns are actually owned by such shareholder's family
members, and the shareholder effectively waives such constructive ownership
under Code section 302(c).
(2) The exchange results in a "substantially disproportionate" redemption
with respect to such holder under Code section 302(b)(2). This test will be
satisfied if the percentage of the total outstanding Shares actually and
constructively owned by the shareholder immediately following the exchange is
less than 80% of the percentage of the total outstanding Shares actually and
constructively owned by such shareholder immediately before such sale.
(3) The exchange is "not essentially equivalent to a dividend." There is no
numerical standard for this test. It is considered met if the distribution
results in a "meaningful reduction" in the shareholder's stock interest in the
Company. Whether the receipt of cash by a shareholder will be "not essentially
22
<PAGE>
equivalent to a dividend" will depend upon the individual shareholder's facts
and circumstances. The Internal Revenue Service (the "IRS") has indicated in a
published ruling that even a small reduction in the proportionate interest of a
small minority shareholder in a publicly held corporation who exercises no
control over corporate affairs may constitute such a "meaningful reduction."
If a shareholder's exchange of Shares pursuant to the Offer satisfies one of
the tests described above, it will be treated as a sale of the Shares for U.S.
federal income tax purposes. The shareholder will recognize gain or loss equal
to the difference between the amount of cash received and such holder's adjusted
tax basis in the Shares exchanged. Assuming the Shares are held as a capital
asset, such recognized gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holding period for the Shares exceeded one
year. The tax rates for long-term capital gain are less than most of the tax
rates for short-term capital gain. The tax consequences of the sale of different
Shares tendered by one shareholder, therefore, will be different if the Shares
have different tax basis or holding periods. Shareholders are encouraged to
consult their tax advisors for help in determining which Shares to tender and
the designation of the order in which their Shares are to be purchased. See
Instruction 9 of Letter of Transmittal.
If a shareholder's exchange of Shares pursuant to the Offer does not satisfy
one of the tests for sale treatment described above, the shareholder will be
treated as having received a distribution from the Company equal to the amount
of cash received by such holder. This distribution will be a dividend taxable as
ordinary income to the shareholder to the extent of the Company's current or
accumulated earnings and profits as determined under federal income tax
principles. To the extent that the amount of such distribution exceeded the
Company's current and accumulated earnings and profits, the excess first would
be treated as a return of capital that would reduce the holder's tax basis in
the Shares exchanged in the Offer. Any remaining amount after the holder's basis
has been reduced to zero would be taxable as capital gain. The holder's adjusted
tax basis in its Shares exchanged in the Offer generally will be transferred to
any of its remaining stockholdings in the Company, subject, in the case of a
corporate shareholder, to adjustment under Code section 1059.
If a shareholder is a domestic corporation, and if that shareholder's
exchange of Shares does not qualify as a sale for tax purposes, there are some
special rules that may apply to the dividend. Corporate shareholders should
consult their own tax advisors regarding (a) whether a dividends-received
deduction under Code section 243 will be available to them; (b) whether any
limitation will apply to such a dividends-received deduction, such as under Code
sections 246(c) or 246A; and (c) the possible application of Code section 1059
(relating to "extraordinary dividends") to amounts received pursuant to the
Offer.
See Section 3 for a description of backup and foreign withholding taxes
applicable to payments for Shares.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
EACH SHAREHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
conditions specified
23
<PAGE>
in Section 6 hereof by giving oral or written notice of such termination or
postponement to the Depositary and making a public announcement thereof. The
Company's reservation of the right to delay payment for Shares which it has
accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the
Exchange Act, which requires that the Company must pay the consideration offered
or return the Shares tendered promptly after termination or withdrawal of a
tender offer. Subject to compliance with applicable law, the Company further
reserves the right, in its sole discretion, and regardless of whether any of the
events set forth in Section 6 shall have occurred or shall be deemed by the
Company to have occurred, to amend the Offer in any respect (including, without
limitation, by decreasing or increasing the consideration offered in the Offer
to holders of Shares or by decreasing or increasing the number of Shares being
sought in the Offer). Amendments to the Offer may be made at any time and from
time to time effected by public announcement thereof, such announcement, in the
case of an extension, to be issued no later than 9:00 a.m., New York City time,
on the next business day after the last previously scheduled or announced
Expiration Date. Any public announcement made pursuant to the Offer will be
disseminated promptly to shareholders in a manner reasonably designed to inform
shareholders of such change. Without limiting the manner in which the Company
may choose to make a public announcement, except as required by applicable law,
the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release through
PRNewswire.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) promulgated under the Exchange Act. These rules provide that the
minimum period during which an offer must remain open following material changes
in the terms of the Offer or information concerning the Offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information. If (a) the Company increases or decreases the price to be paid for
Shares, materially increases the Dealer Manager fee or increases or decreases
the number of Shares being sought in the Offer and, if an increase in the number
of Shares being sought, such increase exceeds 2% of the outstanding Shares, and
(b) the Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that
such notice of an increase or decrease is first published, sent or given in the
manner specified in this Section 14, the Offer will be extended until the
expiration of such period of ten business days.
15. FEES AND EXPENSES.
The Company has retained Salomon Smith Barney Inc. to act as its financial
advisor, as well as the Dealer Manager, in connection with the Offer. SSB will
receive reasonable and customary compensation. The Company also has agreed to
reimburse SSB for certain reasonable out-of-pocket expenses incurred in
connection with the Offer, including reasonable fees and expenses of counsel,
and to indemnify SSB against certain liabilities in connection with the Offer,
including liabilities under the federal securities laws.
The Company has retained ChaseMellon Consulting Services, L.L.C. to act as
Information Agent and ChaseMellon Shareholder Services, L.L.C. to act as
Depositary in connection with the Offer. The Information Agent may contact
holders of Shares by mail, telephone, telegraph and personal interviews and may
request brokers, dealers and other nominee shareholders to forward materials
relating to the Offer to beneficial owners. The Information Agent and the
Depositary will each receive reasonable and customary compensation for their
respective services, will be reimbursed by the Company for certain reasonable
out-of-pocket expenses and will be indemnified against certain liabilities in
connection with the Offer, including certain liabilities under the federal
securities laws.
No fees or commissions will be payable by the Company to brokers, dealers or
other persons (other than fees to the Dealer Manager and the Information Agent
as described above) for soliciting
24
<PAGE>
tenders of Shares pursuant to the Offer. Shareholders holding Shares through
brokers or banks are urged to consult the brokers or banks to determine whether
transaction costs are applicable if shareholders tender Shares through such
brokers or banks and not directly to the Depositary. The Company, however, upon
request, will reimburse brokers, dealers and commercial banks for customary
mailing and handling expenses incurred by them in forwarding the Offer and
related materials to the beneficial owners of Shares held by them as a nominee
or in a fiduciary capacity. No broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Company, the Dealer Manager, the
Information Agent or the Depositary for purposes of the Offer. The Company will
pay or cause to be paid all stock transfer taxes, if any, on its purchase of
Shares except as otherwise provided in Instruction 7 in the Letter of
Transmittal.
16. 401(k) PLAN SHARES.
The Company has amended the Tektronix 401(k) Plan to provide that the
decision to tender Shares held by the 401(k) Plan (and, if so, at what price) in
connection with the Offer will be made by an independent fiduciary rather than
by the 401(k) Plan participants or the 401(k) Plan trustee, Northern Trust
Company. The Company has appointed U.S. Trust Company, N.A., to act as the
independent fiduciary for this purpose. Accordingly, the 401(k) Plan
participants and the 401(k) Plan trustee will not decide whether to tender
shares held in the 401(k) Plan, and the 401(k) Plan participants will not take
any actions with respect to tendering Shares held in the 401(k) Plan.
17. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer or the acceptance of Shares pursuant
thereto is not in compliance with any valid applicable law, the Company will
make a good faith effort to comply with the applicable law. If, after such good
faith effort, the Company cannot comply with the applicable law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the holders
of Shares in such jurisdiction. In any jurisdiction in which the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on the Company's behalf by the
Dealer Manager or one or more registered brokers or dealers licensed under the
laws of the jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission the Schedule TO which
contains additional information with respect to the Offer. Such Schedule TO,
including the exhibits and any amendments thereto, may be examined, and copies
may be obtained, at the same places and in the same manner as is set forth in
Section 9 with respect to information concerning the Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER
MANAGER.
TEKTRONIX, INC.
January 26, 2000
25
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for Shares and any other
required documents should be sent or delivered by each shareholder or such
shareholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Hand Delivery: By Overnight Delivery: By Mail:
Reorganization Department Reorganization Department Reorganization Department
120 Broadway 85 Challenger Road PO Box 3301
13th Floor Mail Stop - Reorg South Hackensack, NJ 07606
New York, NY 10271 Ridgefield Park, NJ 07660
</TABLE>
Facsimile Transmission:
(201) 296-4293
(FOR ELIGIBLE INSTITUTIONS ONLY)
Confirm Receipt of Facsimile by Telephone Only:
(201) 296-4860
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the telephone numbers and addresses set forth
below. Requests for additional copies of the Offer to Purchase, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to the
Information Agent at the telephone numbers and address set forth below.
Shareholders may also contact their broker, dealer, commercial bank, trust
company or nominee for assistance concerning the Offer. To confirm delivery of
Shares, shareholders are directed to contact the Depositary.
The Information Agent for the Offer is:
CHASEMELLON CONSULTING SERVICES, L.L.C.
450 West 33(rd) Street, 14(th) Floor
New York, New York 10001
Banks and Brokers Call (212) 273-8093
or
All Others Please Call Toll-Free (888) 224-2745
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
390 Greenwich Street
New York, New York 10013
(800) 996-7920
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
TEKTRONIX, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 26, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, FEBRUARY 23, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
<TABLE>
<S> <C>
BY MAIL: FACSIMILE TRANSMISSION:
Reorganization Department (201) 296-4293
PO Box 3301 (for Eligible Institutions Only)
South Hackensack, NJ 07606 Confirm by Telephone
(201) 296-4860
BY HAND: BY OVERNIGHT COURIER:
Reorganization Department Reorganization Department
120 Broadway 85 Challenger Road
13th Floor Mail Stop-Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
</TABLE>
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
- ------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S)
(PLEASE FILL IN EXACTLY AS APPEARS ON CERTIFICATE(S) TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL SHARES TENDERED*
- ------------------------------------------------------------------------------------------------------
</TABLE>
INDICATE IN THIS BOX THE ORDER (BY CERTIFICATE NUMBER) IN WHICH SHARES ARE TO BE
PURCHASED IN EVENT OF PRORATION (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY):***
SEE INSTRUCTION 9.
1ST: ; 2ND: ; 3RD: ; 4TH: ; 5TH: ; 6TH:
- --------------------------------------------------------------------------------
<PAGE>
* NEED NOT BE COMPLETED IF SHARES ARE DELIVERED BY BOOK-ENTRY TRANSFER.
** IF YOU DESIRE TO TENDER FEWER THAN ALL SHARES EVIDENCED BY ANY CERTIFICATES
LISTED ABOVE, PLEASE INDICATE IN THIS COLUMN THE NUMBER OF SHARES YOU WISH
TO TENDER. OTHERWISE, ALL SHARES EVIDENCED BY SUCH CERTIFICATES WILL BE
DEEMED TO HAVE BEEN TENDERED. SEE INSTRUCTION 4.
*** IF YOU DO NOT DESIGNATE AN ORDER, IN THE EVENT LESS THAN ALL SHARES TENDERED
ARE PURCHASED DUE TO PRORATIONS, SHARES WILL BE SELECTED FOR PURCHASE BY THE
DEPOSITARY.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN ONE OF THOSE
SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
ONE OF THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used only (a) if certificates for Shares
(as defined below) are to be forwarded with it (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to
the account maintained by the Depositary at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase.
Shareholders who desire to tender Shares pursuant to the Offer and who
cannot deliver the certificates for their Shares (or who are unable to comply
with the procedures for book-entry transfer on a timely basis) and all other
documents required by this Letter of Transmittal to the Depositary at or before
the Expiration Date (as defined in the Offer to Purchase) may tender their
Shares according to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. See Instruction 2. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Depositary.
/ / CHECK HERE IF ANY CERTIFICATE REPRESENTING SHARES TENDERED HEREBY HAS BEEN
LOST, STOLEN, DESTROYED OR MUTILATED. SEE INSTRUCTION 15.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Name of Institution Which Guaranteed Delivery: _________________________________
Account Number: ________________________________________________________________
2
<PAGE>
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 Shares.
On the date hereof, the undersigned either (check one box):
/ / owned beneficially or of record an aggregate of fewer than 100 Shares, and
is tendering all of such Shares, or
/ / is a broker, dealer, commercial bank, trust company or other nominee which:
(a) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner of an aggregate of
fewer than 100 Shares and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price (defined below), as the same shall be determined by
the Company in accordance with the terms of the Offer (persons checking
this box need not indicate the price per Share below), or
/ / at the price per Share indicated below under "Price (in Dollars) Per Share
At Which Shares Are Being Tendered" in this Letter of Transmittal.
TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C.:
The undersigned hereby tenders to Tektronix, Inc., an Oregon corporation
(the "Company"), the above-described shares of the Company's Common Stock (the
"Shares") (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.) at the price
per Share indicated in this Letter of Transmittal, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Company's Offer to
Purchase dated January 26, 2000, receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"). Unless the context requires otherwise, all
references herein to Shares include the associated Rights.
Subject to and effective on acceptance for payment of the Shares tendered
hereby in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all Shares tendered
hereby or orders the registration of such Shares tendered by book-entry transfer
that are purchased pursuant to the Offer to or upon the order of the Company and
hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact
of the undersigned with respect to such Shares (with the full knowledge that the
Depositary also acts as the agent of the Company), with full power of
substitution (such power of attorney being an irrevocable power coupled with an
interest), to:
(a) deliver certificates for Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, upon receipt by the
Depositary, as the undersigned's agent, of the Purchase Price (as defined
below) with respect to such Shares;
3
<PAGE>
(b) present certificates for such Shares for cancellation and transfer
on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned hereby covenants, represents and warrants to the Company
that:
(a) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer, including the undersigned's
representation and warranty that (i) the undersigned has a net long position
in Shares or equivalent securities at least equal to the Shares tendered
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934,
as amended, and (ii) such tender of Shares complies with Rule 14e-4;
(b) when and to the extent the Company accepts the Shares for purchase,
the Company will acquire good, marketable and unencumbered title to them,
free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to
complete the assignment, transfer and purchase of the Shares tendered
hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, and the number of Shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $44.00 nor less than $39.00 per Share) (the "Purchase Price") that
it will pay for Shares properly tendered and not withdrawn pursuant to the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The undersigned understands that the
Company will select the Purchase Price which will allow it to buy 7,954,545
Shares (or such lesser number of Shares as are properly tendered at prices not
greater than $44.00 nor less than $39.00 per Share) pursuant to the Offer. The
undersigned understands that all Shares properly tendered at prices at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions of the Offer, including its odd lot preferences and proration
provisions, and that the Company will return all other Shares, including Shares
tendered and not withdrawn at prices greater than the Purchase Price and Shares
not purchased because of proration as promptly as practicable following the
Expiration Date.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer or may postpone
the acceptance for payment of, or the payment for, Shares tendered or may accept
for payment fewer than all of the Shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of its registered holder, or to order the
registration or transfer of Shares tendered by book-entry transfer, if the
Company purchases none of the Shares represented by such certificate or tendered
by such book-entry transfer.
4
<PAGE>
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the aggregate net Purchase Price for such of the tendered
Shares as are purchased will be issued to the order of the undersigned and
mailed to the address indicated above unless otherwise indicated under either of
the "Special Payment Instructions" or the "Special Delivery Instructions" boxes
below. The undersigned acknowledges that the Company has no obligation, pursuant
to the "Special Payment Instructions," to transfer any Shares tendered by
book-entry transfer if the Company does not purchase any of such Shares.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
5
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN),
THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
/ / $39.00 / / $40.00 / / $41.00 / / $42.00 / / $43.00 / / $44.00
/ / 39.125 / / 40.125 / / 41.125 / / 42.125 / / 43.125
/ / 39.25 / / 40.25 / / 41.25 / / 42.25 / / 43.25
/ / 39.375 / / 40.375 / / 41.375 / / 42.375 / / 43.375
/ / 39.50 / / 40.50 / / 41.50 / / 42.50 / / 43.50
/ / 39.625 / / 40.625 / / 41.625 / / 42.625 / / 43.625
/ / 39.75 / / 40.75 / / 41.75 / / 42.75 / / 43.75
/ / 39.875 / / 40.875 / / 41.875 / / 42.875 / / 43.875
</TABLE>
IF PORTIONS OF SHARE HOLDINGS ARE BEING
TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE LETTER OF TRANSMITTAL
FOR EACH PRICE SPECIFIED.
(SEE INSTRUCTION 5)
6
<PAGE>
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 10)
To be completed ONLY if certificates for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased are to
be issued in the name of someone other than the undersigned or if Shares
tendered hereby and delivered by book-entry transfer which are not purchased
are to be returned by credit to an account at the Book-Entry Transfer
Facility other than that designated above.
Issue / / Check / / Certificates to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
/ / Credit Shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account No.: _______________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 10)
To be completed ONLY if certificates for Shares not tendered or not
purchased, and/or any check for the Purchase Price of Shares purchased are
to be sent to someone other than the undersigned or to the undersigned at an
address other than that shown above.
Deliver / / Check / / Certificates to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
7
<PAGE>
- --------------------------------------------------------------------------------
SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
Must be signed by the registered holder(s) exactly as name(s) appear(s)
on certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted with the Letter of Transmittal. If signature is by
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity,
please set forth the full title. See Instruction 6.
____________________________________________________________________________
____________________________________________________________________________
(SIGNATURE(S))
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Area Code and Telephone Number: ____________________________________________
Dated: ________________________________, 2000
Tax ID No. or Social Security No.: _________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature: ______________________________________________________
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Title: _____________________________________________________________________
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone Number: ____________________________________________
Dated: ________________________________, 2000
Tax ID No. or Social Security No.: _________________________________________
- --------------------------------------------------------------------------------
8
<PAGE>
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of
the Shares exactly as the name of the registered holder appears on the
certificate (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) tendered with this Letter
of Transmittal, and payment and delivery are to be made directly to such
registered holder unless such registered holder has completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above; or
(b) such Shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is
an "Eligible Guarantor Institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each
such entity, an "Eligible Institution").
In all other cases, signatures must be guaranteed by an Eligible
Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if certificates are
delivered with it to the Depositary (or such certificates will be delivered
pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary)
or if tenders are to be made pursuant to the procedure for tender by book-entry
transfer set forth in Section 3 of the Offer to Purchase. Certificates for all
physically tendered Shares or confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of Shares tendered
electronically, together in each case with a properly completed and duly
executed Letter of Transmittal or manually signed facsimile of it, or an Agent's
Message, and any other documents required by this Letter of Transmittal, should
be mailed or delivered to the Depositary at the appropriate address set forth
herein and must be delivered to the Depositary on or before the Expiration Date
(as defined in the Offer to Purchase).
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in such Book-Entry Transfer Facility tendering the Shares that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their Shares and all other required documents to the
Depositary on or before the Expiration Date, or whose Shares cannot be delivered
on a timely basis pursuant to the procedures for book-entry transfer, may tender
their Shares by or through any Eligible Institution by properly completing and
duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of
it) and by otherwise complying with the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure, the
certificates for all physically tendered shares or book-entry confirmation, as
the case may be, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile of it), or an Agent's Message, and all
other documents required by this Letter of Transmittal, must be received by the
Depositary within three New York Stock Exchange trading days after receipt by
the Depositary of such Notice of Guaranteed Delivery, all as provided in
Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmittal by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Shares to be tendered validly pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
9
<PAGE>
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares which are to be
tendered in the column entitled "Number of Shares Tendered." In such case, if
any tendered Shares are purchased, a new certificate for the remainder of the
Shares evidenced by the old certificates will be issued and sent to the
registered holder(s), unless otherwise specified in either the "Special Payment
Instructions" box or "Special Delivery Instructions" box in this Letter of
Transmittal, as promptly as practicable after the Expiration Date. Unless
otherwise indicated, all Shares represented by the certificates listed and
delivered to the Depositary will be deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
properly tendered, the shareholder MUST check the box indicating the price per
Share at which such holder is tendering Shares under "Price (in Dollars) Per
Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
provided however, that an Odd Lot Owner (as defined in Instruction 8) may check
the box above in the section entitled "Odd Lots" indicating that such holder is
tendering all of such holder's Shares at the Purchase Price. ONLY ONE BOX MAY BE
CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED (EXCEPT AS
OTHERWISE PROVIDED HEREIN), THERE IS NO PROPER TENDER OF SHARES. A shareholder
wishing to tender portions of such holder's Share holdings at different prices
must complete a separate Letter of Transmittal for each price at which such
holder wishes to tender each such portion of such holder's Shares. The same
Shares cannot be tendered (unless previously properly withdrawn as provided in
Section 4 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificates) without any change
whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or photocopies of it) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificate(s) representing such Shares or separate stock powers are
required unless payment is to be made or the certificates for Shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED
BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s)
10
<PAGE>
listed, or if payment is to be made or certificate(s) for Shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s), the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of
the registered holder(s) appear(s) on the certificate(s), and the
signature(s) on such certificates or stock power(s) must be guaranteed by an
Eligible Guarantor. See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing and
must submit proper evidence to the Company of their authority so to act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no stock
transfer tax stamps or funds to cover such stamps need accompany this Letter of
Transmittal. The Company will pay or cause to be paid any stock transfer taxes
payable on the transfer to it of Shares purchased pursuant to the Offer. If,
however:
(a) payment of the Purchase Price is to be made to any person other
than the registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or
(c) tendered certificates are registered in the name of any person(s)
other than the person(s) signing this Letter of Transmittal;
then the Depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other
person(s) or otherwise) payable on account thereof, unless satisfactory evidence
of the payment of such taxes or an exemption from them is submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase fewer than all Shares tendered before the Expiration Date
and not withdrawn, the Shares purchased first will consist of all Shares
tendered by any shareholder who owned of record or owned beneficially an
aggregate of fewer than 100 Shares, and who tenders all of such holder's Shares
at or below the Purchase Price (an "Odd Lot Holder"). This preference will not
be available unless the box captioned "Odd Lots" is completed.
9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax classification of any gain or loss on
the shares purchased. See Sections 1 and 13 of the Offer to Purchase.
10. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for Shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed as applicable
and signatures must be guaranteed as described in Instructions 1 and 6.
11. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determinations
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not be in proper form
or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding
11
<PAGE>
on all parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Manager (as defined
in the Offer to Purchase), the Depositary, the Information Agent (as defined in
the Offer to Purchase) or any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any such notice.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Any
questions or requests for assistance or for additional copies of the Offer to
Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be
directed to the Information Agent at the telephone number and address set forth
below. You may also contact the Dealer Manager or your broker, dealer,
commercial bank or trust company for assistance concerning the Offer. To confirm
delivery of your Shares, you are directed to contact the Depositary.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a shareholder whose tendered Shares are accepted for
purchase, or such shareholder's assignee (in either case, the "Payee"), provide
the Depositary with such Payee's correct Taxpayer Identification Number ("TIN"),
which, in the case of a Payee who is an individual, is such Payee's social
security number. If the Depositary is not provided with the correct TIN or an
adequate basis for an exemption, such Payee may be subject to penalties imposed
by the Internal Revenue Service and backup withholding in an amount equal to 31%
of the gross proceeds received pursuant to the Offer. If withholding results in
an overpayment of taxes, a refund may be obtained. To prevent backup
withholding, each Payee must provide such Payee's correct TIN by completing the
Substitute Form W-9 set forth herein, certifying that the TIN provided is
correct (or that such Payee is awaiting a TIN) and that (i) the Payee is exempt
from backup withholding, (ii) the Payee has not been notified by the Internal
Revenue Service that such Payee is subject to backup withholding as a result of
a failure to report all interest or dividends, or (iii) the Internal Revenue
Service has notified the Payee that such Payee is no longer subject to backup
withholding. If the Payee does not have a TIN, such Payee should (i) consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for instructions on applying for a TIN, (ii) write "Applied
For" in the space provided in Part 1 of the Substitute Form W-9, and (iii) sign
and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Depositary within sixty (60) days, backup withholding will
begin and continue until such Payee furnishes such Payee's TIN to the
Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that such Payee intends to apply
for one in the near future. If Shares are held in more than one name or are not
in the name of the actual owner, consult the W-9 Guidelines for information on
which TIN to report. Exempt Payees (including, among others, all corporations
and certain foreign individuals) are not subject to backup withholding and
reporting requirements. To prevent possible erroneous backup withholding, an
exempt Payee should write "Exempt" in Part 2 of Substitute Form W-9. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions. In order for a nonresident
alien or foreign entity to qualify as exempt, such person must submit a
completed IRS Form W-8 Certificate of Foreign Status or a Substitute Form W-8,
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the Depositary.
14. WITHHOLDING ON NON-UNITED STATES HOLDER. The following discussion
applies to any "non-U.S." shareholder, that is a shareholder that, for U.S.
federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, a foreign estate or a foreign trust. A
non-U.S. shareholder who has provided the necessary certification to the
Depositary will not be subject to backup withholding. However, non-U.S.
shareholders generally are subject to withholding under Internal Revenue Code
sections 1441 or 1442 at a rate of 30% of the gross payments. If a shareholder's
address is outside the U.S., and if the Depositary has not received a Substitute
Form W-9 or other appropriate certification of non-foreign status from that
shareholder, under current Treasury Regulations the Depositary will assume
12
<PAGE>
that the shareholder is a non-U.S. shareholder. The general 30% withholding rate
may be reduced under a tax treaty, if appropriate certification is furnished to
the Depositary. A non-U.S. shareholder may also obtain exemption from
withholding by delivering to the Depositary appropriate certification that the
gross proceeds are effectively connected with the conduct of a trade or business
within the U.S. A non-U.S. shareholder may be eligible to obtain a refund of all
or a portion of any tax withheld if such holder meets those tests described in
Section 13 that would characterize the exchange as a sale (as opposed to a
dividend) or is otherwise able to establish that no tax or a reduced amount of
tax is due. NON-UNITED STATES HOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS REGARDING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX
WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION,
AND THE REFUND PROCEDURE.
15. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any certificate
representing Shares has been lost, stolen, destroyed or mutilated, the
shareholder should promptly notify the Depositary by checking the box set forth
above and indicating the number of Shares so lost, stolen, destroyed or
mutilated. Such shareholder will then be instructed by the Depositary as to the
steps that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, stolen, destroyed or mutilated certificates have been followed.
Shareholders may contact the Depositary at (800) 270-3449 to expedite such
process.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED PHOTOCOPY OF IT
(TOGETHER WITH CERTIFICATE(S) FOR SHARES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE
EXPIRATION DATE.
13
<PAGE>
<TABLE>
<C> <S> <C>
- ---------------------------------------------------------------------------------------------------------------
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- ---------------------------------------------------------------------------------------------------------------
SUBSTITUTE NAME/ADDRESS:
FORM W-9
------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 1(A)--PLEASE PROVIDE TIN
INTERNAL REVENUE SERVICE YOUR TIN IN THE BOX AT RIGHT (SOCIAL SECURITY NUMBER OR
PAYER'S REQUEST FOR TAXPAYER AND CERTIFY BY SIGNING AND EMPLOYER IDENTIFICATION NUMBER)
IDENTIFICATION NUMBER ("TIN") DATING BELOW
AND CERTIFICATION
------------------------------------------------------------------
PART 1(B)--PLEASE CHECK THE BOX AT THE RIGHT IF YOU HAVE APPLIED
FOR AND ARE AWAITING RECEIPT OF YOUR TIN OR
INTEND TO APPLY FOR A TIN IN THE NEAR FUTURE / /
------------------------------------------------------------------
PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS) ------------------------------------
------------------------------------------------------------------
PART 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT
(X) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TIN (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME), AND (Y) I AM NOT SUBJECT
TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
REVENUE SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER
SUBJECT TO BACKUP WITHHOLDING.
SIGNATURE ------------------ DATE ------------------, 2000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
You must cross out Item (Y) of Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out Item (Y) of Part 3. (Also see Certification under
Specific Instructions in the enclosed Guidelines.)
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1(b)
OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE AWAITING
RECEIPT OF, YOUR TIN.
14
<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS
NOT BEEN ISSUED TO ME, AND THAT I MAILED OR DELIVERED AN APPLICATION TO RECEIVE
A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE
CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE (OR I INTEND TO MAIL OR DELIVER
AN APPLICATION IN THE NEAR FUTURE). I UNDERSTAND THAT IF I DO NOT PROVIDE A
TAXPAYER IDENTIFICATION NUMBER TO THE PAYER, 31 PERCENT OF ALL PAYMENTS MADE TO
ME PURSUANT TO THIS OFFER SHALL BE RETAINED UNTIL I PROVIDE A TAX IDENTIFICATION
NUMBER TO THE PAYER AND THAT, IF I DO NOT PROVIDE MY TAXPAYER IDENTIFICATION
NUMBER WITHIN SIXTY (60) DAYS, SUCH RETAINED AMOUNTS SHALL BE REMITTED TO THE
IRS AS BACKUP WITHHOLDING AND 31 PERCENT OF ALL REPORTABLE PAYMENTS MADE TO ME
THEREAFTER WILL BE WITHHELD AND REMITTED TO THE IRS UNTIL I PROVIDE A TAXPAYER
IDENTIFICATION NUMBER.
___________________________________________________________ ___________, 2000
SIGNATURE DATE
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
Facsimile copies of the Letter of Transmittal will be accepted from Eligible
Institutions. The Letter of Transmittal and certificates for shares and any
other required documents should be sent or delivered by each tendering
shareholder or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
Any questions or requests for assistance or for additional copies of the
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone number and
address set forth below. You may also contact the Dealer Manager or your broker,
dealer, commercial bank or trust company for assistance concerning the Offer. To
confirm delivery of your Shares, you are directed to contact the Depositary.
15
<PAGE>
The Information Agent is:
CHASEMELLON CONSULTING SERVICES, L.L.C.
450 West 33rd Street, 14th Floor
New York, New York 10001
Banks and Brokers Call (212) 273-8093
or
All Others Please Call Toll Free (888) 224-2745
The Dealer Manager is:
SALOMON SMITH BARNEY
390 Greenwich Street
New York, New York 10013
(800) 996-7920
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TEKTRONIX, INC.
OFFER TO PURCHASE FOR CASH 7,954,545 SHARES OF ITS
COMMON STOCK (INCLUDING THE ASSOCIATED
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $44.00
NOR LESS THAN $39.00 PER SHARE
As set forth in Section 3 of the Offer to Purchase dated January 26, 2000
(the "Offer to Purchase"), this Notice of Guaranteed Delivery, or one
substantially in the form hereof, must be used to accept the Offer (as defined
below) if:
(a) certificates representing shares of Common Stock (the "Shares"),
including the associated Rights (as defined below), of Tektronix, Inc.,
an Oregon corporation (the "Company"), are not immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) time will not permit a duly executed Letter of Transmittal (or manually
signed facsimile thereof) or other required documents to reach the
Depositary referred to below before the Expiration Date (as defined in
Section 1 of the Offer to Purchase referred to below).
This form or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by facsimile transmission or mail to the
Depositary by the Expiration Date (as defined in Section 1 of the Offer to
Purchase). See Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C>
BY MAIL: FACSIMILE TRANSMISSION:
Reorganization Department (201) 296-4293
P.O. Box 3301
South Hackensack, NJ 07606 (for Eligible Institutions Only)
Confirm by Telephone:
(201) 296-4860
BY HAND: BY OVERNIGHT COURIER:
Reorganization Department Reorganization Department
120 Broadway 85 Challenger Road
13th Floor Mail Stop--Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN ONE OF THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY (AS
DEFINED IN THE OFFER TO PURCHASE) WILL NOT CONSTITUTE VALID DELIVERY TO THE
DEPOSITARY.
This Notice of Guaranteed Delivery form is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions thereto, such signature must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company at the price per Share
indicated below, net to the seller in cash, upon the terms and conditions set
forth in the Offer to Purchase, and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together with the Offer to
Purchase constitute the "Offer"), receipt of which is hereby acknowledged,
7,954,545 Shares 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. Unless the
context requires otherwise, all references to Shares herein include the Rights.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN),
THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
/ / $39.00 / / $40.00 / / $41.00 / / $42.00 / / $43.00 / / $44.00
/ / 39.125 / / 40.125 / / 41.125 / / 42.125 / / 43.125
/ / 39.25 / / 40.25 / / 41.25 / / 42.25 / / 43.25
/ / 39.375 / / 40.375 / / 41.375 / / 42.375 / / 43.375
/ / 39.50 / / 40.50 / / 41.50 / / 42.50 / / 43.50
/ / 39.625 / / 40.625 / / 41.625 / / 42.625 / / 43.625
/ / 39.75 / / 40.75 / / 41.75 / / 42.75 / / 43.75
/ / 39.875 / / 40.875 / / 41.875 / / 42.875 / / 43.875
</TABLE>
IF PORTIONS OF SHARE HOLDINGS ARE BEING
TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE NOTICE OF GUARANTEED DELIVERY
FOR EACH PRICE SPECIFIED.
<PAGE>
- --------------------------------------------------------------------------------
ODD LOTS
<TABLE>
<S> <C>
To be completed ONLY if Shares are being tendered by or on behalf of a person owning
beneficially or of record an aggregate of fewer than 100 Shares.
On the date hereof, the undersigned either (check one):
/ / was the beneficial or record owner of an aggregate of fewer than 100 Shares, all of
which are being tendered; or
/ / is a broker, dealer, commercial bank, trust company or other nominee that:
(a) is tendering, for the beneficial owner(s) thereof, Shares with respect to which it
is the record holder; and
(b) believes, based upon representations made to it by each such beneficial owner,
that each such person was the beneficial owner of an aggregate of fewer than 100
Shares, and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one):
/ / at the Purchase Price (as defined in the Offer to Purchase), as the same shall be
determined by the Company in accordance with the terms of the Offer (persons checking
this box need not indicate the price per Share above); or
/ / at the price per Share indicated above under "Price (In Dollars) Per Share At Which
Shares Are Being Tendered" on this Notice of Guaranteed Delivery.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Please type or print
SIGN HERE: ------------------------------
Dated: -------------------------------, 2000
- -------------------------------------------
Certificate No.(s) (if available)
If Shares will be tendered by book-entry
transfer,
- -------------------------------------------
Name(s) provide the following information:
Account No.: -------------------------------
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
Address(es)
- -------------------------------------------
Area Code and Telephone Number
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION
OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR INSTITUTION," AS
SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN "ELIGIBLE INSTITUTION"),
GUARANTEES THE DELIVERY TO THE DEPOSITARY OF THE SHARES TENDERED HEREBY, IN
PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT THE SHARES TENDERED HEREBY HAVE
BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN
THE OFFER TO PURCHASE INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) AND ANY OTHER REQUIRED
DOCUMENTS, ALL WITHIN THREE (3) NEW YORK STOCK EXCHANGE TRADING DAYS OF THE DATE
HEREOF.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
Zip Code: ______________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Dated: ___________________________________________________________________, 2000
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
<PAGE>
SALOMON SMITH BARNEY
390 GREENWICH STREET
NEW YORK, NEW YORK 10013
TEKTRONIX, INC.
OFFER TO PURCHASE FOR CASH 7,954,545 SHARES OF ITS
COMMON STOCK (INCLUDING THE ASSOCIATED
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $44.00
NOR LESS THAN $39.00 PER SHARE
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 23, 2000, UNLESS THE OFFER IS
EXTENDED.
January 26, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Tektronix, Inc., an Oregon corporation (the "Company"), has appointed us to
act as the Dealer Manager in connection with its offer to purchase for cash
7,954,545 shares of its Common Stock (the "Shares") (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.), at prices, net to the seller in cash, without
interest thereon, not greater than $44.00 nor less than $39.00 per Share,
specified by its shareholders, upon the terms and subject to the conditions set
forth in its Offer to Purchase dated January 26, 2000 and in the related Letter
of Transmittal (which, as may be amended and supplemented from time to time,
together constitute the "Offer"). Unless the context requires otherwise, all
references herein to Shares include the associated Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $44.00 nor less than $39.00
per Share) (the "Purchase Price") that it will pay for Shares properly tendered
and not withdrawn pursuant to the Offer taking into account the number of Shares
so tendered and the prices specified by tendering shareholders. The Company will
select the lowest Purchase Price which will allow it to purchase 7,954,545
Shares (or such lesser number of Shares as are properly tendered at prices not
greater than $44.00 nor less than $39.00 per Share) pursuant to the Offer. All
Shares properly tendered prior to the Expiration Date (as defined in the Offer
to Purchase) at prices at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions of the Offer, including
the odd lot and proration terms thereof. See Section 1 of the Offer to Purchase.
Shares tendered at prices in excess of the Purchase Price and Shares not
purchased because of proration will be returned at the Company's expense to the
shareholders who tendered such Shares. The Company reserves the right, in its
sole discretion, to purchase more than 7,954,545 Shares pursuant to the Offer.
If, at the Expiration Date, more than 7,954,545 Shares (or such greater
number of Shares as the Company may elect to purchase) are properly tendered at
or below the Purchase Price and not withdrawn, the Company will, upon the terms
and subject to the conditions of the Offer, accept Shares for purchase first
from Odd Lot Holders (as defined in the Offer to Purchase) who properly tender
all of their Shares at or below the Purchase Price and then on a pro rata basis
from all other shareholders whose Shares are properly tendered at or below the
Purchase Price and not withdrawn.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER
TO PURCHASE.
<PAGE>
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated January 26, 2000;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
3. Letter dated January 26, 2000 from the Chairman of the Board, to
shareholders of the Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute Form W-9);
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
transfer cannot be completed on a timely basis; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FEBRUARY 23, 2000, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than fees paid to the
Dealer Manager, the Information Agent and the Depositary, as described in the
Offer to Purchase. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to the beneficial owners of Shares held by you as a nominee
or in a fiduciary capacity. The Company will pay or cause to be paid any stock
transfer taxes applicable to its purchase of Shares, except as otherwise
provided in the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof)
including any required signature guarantees and any other required documents
should be sent to the Depositary with either a certificate or certificates
representing the tendered Shares or confirmation of their book-entry transfer
all in accordance with the instructions set forth in the Letter of Transmittal
and the Offer to Purchase.
Holders of Shares whose certificate(s) for such Shares are not immediately
available or who cannot deliver such certificate(s) and all other required
documents to the Depositary; or complete the procedures for book-entry transfer
prior to the Expiration Date must tender their Shares according to the procedure
for guaranteed delivery set forth in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Smith Barney or to the Information Agent, ChaseMellon Consulting
Services, L.L.C., at their respective addresses and telephone numbers set forth
on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from ChaseMellon
Consulting Services, L.L.C., telephone: (212) 273-8093.
Very truly yours,
SALOMON SMITH BARNEY
Enclosures
<PAGE>
- --------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
TEKTRONIX, INC.
OFFER TO PURCHASE FOR CASH 7,954,545 SHARES OF ITS
COMMON STOCK (INCLUDING THE ASSOCIATED
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $44.00
NOR LESS THAN $39.00 PER SHARE
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated January 26,
2000 and the related Letter of Transmittal (which, as amended and supplemented
from time to time, together constitute the "Offer") in connection with the Offer
by Tektronix, Inc., an Oregon corporation (the "Company"), to purchase up to
7,954,545 shares of its Common Stock (the "Shares") (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.), at prices, net to the seller in cash, without
interest thereon, not greater than $44.00 nor less than $39.00 per Share,
specified by tendering shareholders, upon the terms and subject to the
conditions set forth in the Offer. Unless the context requires otherwise, all
references herein to Shares include the associated Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $44.00 nor less than $39.00
per Share) (the "Purchase Price") that it will pay for Shares properly tendered
and not withdrawn pursuant to the Offer, taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
Company will select the lowest Purchase Price that will allow it to buy
7,954,545 Shares (or such lesser number of Shares as are properly tendered at
prices not greater than $44.00 nor less than $39.00 per Share) pursuant to the
Offer. All Shares properly tendered prior to the Expiration Date (as defined in
the Offer to Purchase) at prices at or below the Purchase Price and not
withdrawn will be purchased at the Purchase Price, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of the
Offer, including the odd lot and proration terms. The Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and Shares not purchased because of proration. The Company reserves the
right, in its sole discretion, to purchase more than 7,954,545 Shares pursuant
to the Offer.
If, prior to the Expiration Date, more than 7,954,545 Shares (or such
greater number of Shares as the Company may elect to purchase) are properly
tendered and not withdrawn, the Company will, upon the terms and subject to the
conditions of the Offer, accept Shares for purchase first from Odd Lot Holders
(as defined in the Offer to Purchase) who properly tender their Shares at or
below the Purchase Price and then on a pro rata basis from all other
shareholders whose Shares are properly tendered at or below the Purchase Price
and not withdrawn.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender your Shares, and then only pursuant to your
instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices not greater than $44.00 nor less
than $39.00 per Share as indicated in the attached Instruction Form, net to
you in cash.
2. You may designate the priority in which your Shares shall be
purchased in the event of proration.
3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set
forth in the Offer to Purchase.
4. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Wednesday, February 23, 2000, unless
the Company extends the Offer (the "Expiration Date").
<PAGE>
5. The Offer is for 7,954,545 Shares, constituting approximately 17% of
the Shares outstanding as of January 19, 2000.
6. Tendering shareholders who are registered shareholders or who tender
their shares directly to ChaseMellon Shareholder Services, L.L.C. will not
be obligated to pay any brokerage commissions or fees, solicitation fees,
or, except as set forth in the Letter of Transmittal, stock transfer taxes
on the Company's purchase of Shares pursuant to the Offer.
7. If you owned beneficially or of record an aggregate of fewer than
100 shares, and you instruct us to tender on your behalf all such Shares at
or below the Purchase Price before the Expiration Date and check the box
captioned "Odd Lots" in the attached Instruction Form, the Company, upon the
terms and subject to the conditions of the Offer, will accept all such
Shares for purchase before proration, if any, of the purchase of other
Shares properly tendered at or below the Purchase Price.
8. If you wish to tender portions of your Shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
9. The Board of Directors of the Company has approved the Offer.
However, neither the Company nor its Board of Directors makes any
recommendation to shareholders as to whether to tender or refrain from
tendering their Shares. Each shareholder must make the decision whether to
tender such shareholder's Shares and, if so, how many Shares to tender and
the price or prices at which such Shares should be tendered.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, FEBRUARY 23, 2000, UNLESS THE COMPANY EXTENDS THE
OFFER.
As described in the Offer to Purchase, if more than 7,954,545 Shares (or
such greater number as the Company may elect to purchase) are properly tendered
at or below the Purchase Price and not withdrawn before the Expiration Date, the
Company will accept Shares for purchase at the Purchase Price in the following
order of priority:
(a) first, all Shares properly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date by any Odd Lot Holder (as
defined in the Offer to Purchase) who:
(1) tenders all Shares owned beneficially or of record by such Odd
Lot Holder at or below the Purchase Price (partial tenders will not
qualify for this preference); and
(2) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
(b) second, after purchase of all of the foregoing Shares, all other
Shares properly tendered at or below the Purchase Price and not withdrawn
before the Expiration Date on a pro rata basis, if necessary (with
adjustments to avoid purchases of fractional Shares), as provided in the
Offer to Purchase.
The Offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of Shares.
The Offer is not being made to, nor will tenders be accepted from or on behalf
of, holders of Shares residing in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
<PAGE>
INSTRUCTION FORM WITH
RESPECT TO
TEKTRONIX, INC.
OFFER TO PURCHASE FOR CASH 7,954,545 SHARES OF ITS
COMMON STOCK (INCLUDING THE ASSOCIATED
PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $44.00
NOR LESS THAN $39.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated January 26, 2000 and the related Letter of Transmittal (which,
as may be amended or supplemented from time to time, together constitute the
"Offer") in connection with the Offer by Tektronix, Inc., an Oregon corporation
(the "Company"), to purchase up to 7,954,545 shares of its Common Stock (the
"Shares") (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.), at prices,
net to the seller in cash, not greater than $44.00 nor less than $39.00 per
Share, specified by the undersigned, upon the terms and subject to the
conditions of the Offer. Unless the context requires otherwise, all references
herein to Shares include the associated Rights.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
greater than $44.00 nor less than $39.00 per Share) (the "Purchase Price") that
it will pay for the Shares properly tendered and not withdrawn pursuant to the
Offer taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select the lowest Purchase
Price which will allow it to buy 7,954,545 Shares (or such lesser number of
Shares as are properly tendered at prices not greater than $44.00 nor less than
$39.00 per Share) pursuant to the Offer. All Shares properly tendered at prices
at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including the odd lot and proration terms described in
the Offer to Purchase. The Company will return all other Shares, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares you hold for
the account of the undersigned, at the price per Share indicated below, pursuant
to the terms and subject to the conditions of the Offer.
Aggregate number of Shares to be tendered by you for the account of the
undersigned:
-------------- Shares*
- ------------------------
* Unless otherwise indicated, all of the Shares, including the associated
Rights, held for the account will be tendered.
<PAGE>
- ------------------------------------------------------------
ODD LOTS
/ / By checking this box, the undersigned represents that
the undersigned owns beneficially or of record an
aggregate of fewer than 100 Shares and is instructing
the holder to tender all such Shares.
In addition, the undersigned is tendering Shares either
(check one box):
/ / at the Purchase Price, as the same shall be determined
by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price
per Share below), or
/ / at the price per Share indicated below under "Price (In
Dollars) Per Share At Which Shares Are Being Tendered."
- ------------------------------------------------------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN),
THERE IS NO PROPER TENDER OF SHARES.
<TABLE>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <S>
- -----------------------------------------------------------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
/ / $39.00 / / $40.00 / / $41.00 / / $42.00 / / $43.00 / / $44.00
/ / 39.125 / / 40.125 / / 41.125 / / 42.125 / / 43.125
/ / 39.25 / / 40.25 / / 41.25 / / 42.25 / / 43.25
/ / 39.375 / / 40.375 / / 41.375 / / 42.375 / / 43.375
/ / 39.50 / / 40.50 / / 41.50 / / 42.50 / / 43.50
/ / 39.625 / / 40.625 / / 41.625 / / 42.625 / / 43.625
/ / 39.75 / / 40.75 / / 41.75 / / 42.75 / / 43.75
/ / 39.875 / / 40.875 / / 41.875 / / 42.875 / / 43.875
--------------------------------------------------------------------------
IF PORTIONS OF SHARE HOLDINGS ARE BEING
TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE INSTRUCTION FORM
FOR EACH PRICE SPECIFIED.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------------------------------------------
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
- ------------------------------------------------------------
- ------------------------------------------------------------
SIGNATURE BOX
Signature(s) ----------------------------
- ------------------------------------------------------------
Dated ----------------------------, 2000
Name(s) and Address(es) ----------------------------
- ------------------------------------------------------------
(Please Print)
Area Code and Telephone Number ----------------------------
Taxpayer Identification or Social Security Number
- ----------------------------
- ------------------------------------------------------------
<PAGE>
[LOGO]
January 26, 2000
To Our Shareholders:
Tektronix, Inc. (the "Company") is offering to purchase up to 7,954,545
shares of its common stock (the "Shares") from existing shareholders. The price
will not be in excess of $44 nor less than $39 per Share. The Company is
conducting the offer through a procedure commonly referred to as a "Modified
Dutch Auction." This procedure allows you to select the price within the
specified price range at which you are willing to sell your Shares to the
Company. The actual purchase price will be determined by the Company in
accordance with the terms of the offer.
A tender of Shares will include a tender of the preferred stock purchase
rights issued pursuant to the Rights Agreement dated as of August 16, 1990
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. No separate consideration will be paid for these rights.
Any shareholder whose Shares are properly tendered directly to ChaseMellon
Shareholder Services, L.L.C., the Depositary for the offer, and purchased
pursuant to the offer will receive the net purchase price in cash, without
interest. Shareholders who own fewer than 100 shares should note that the offer
represents an opportunity for them to sell their shares without reduction for
any odd lot discounts.
The terms and conditions of the offer are explained in detail in the
enclosed Offer to Purchase and the related Letter of Transmittal. I encourage
you to read these materials carefully before making any decision with respect to
the offer. The instructions on how to tender Shares are also explained in detail
in the accompanying materials.
Neither the Company nor the Board of Directors of the Company makes any
recommendation to shareholders as to whether to tender or refrain from tendering
their Shares. Each shareholder must make the decision whether to tender such
shareholder's Shares and, if so, how many Shares to tender and the price or
prices at which such Shares should be tendered.
The offer will expire at 12:00 Midnight, New York City time, on Wednesday,
February 23, 2000, unless extended by the Company. If you have any questions
regarding the offer or need assistance in tendering your Shares, please contact
ChaseMellon Consulting Services, L.L.C., the Information Agent for the offer, at
(888) 224-2745 or Salomon Smith Barney, the Dealer Manager for the offer, at
(800) 996-7920.
Sincerely,
Jerome J. Meyer
Chairman of the Board
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.)
GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER ("TIN")
TO GIVE THE PAYER--Social security numbers ("SSNs") have nine digits separated
by two hyphens: i.e. 000-00-0000. Employer identification numbers ("EINs") have
nine digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the payer.
You must enter your TIN in the appropriate box. If you are a resident alien
and you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number ("ITIN"). Enter it in the social
security number box. If you do not have an ITIN, see HOW TO GET A TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, using your EIN may result in unnecessary notices to the
person requesting your TIN.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GIVE THE NAME AND
EMPLOYER
GIVE THE NAME AND SOCIAL IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF-- FOR THIS TYPE OF ACCOUNT: OF--
- --------------------------------------------------------------------------------------------------------------
1. Individual The individual
6. Sole proprietorship The owner(3)
2. Two or more individuals The actual owner of the
(joint account) account or, if combined 7. A valid trust, estate, Legal entity(4)
funds, the first individual or pension trust
on the account(1) 8. Corporate The corporation
9. Association, club, The organization
3. Custodian account of a The minor(2) religious, charitable,
minor (Uniform Gift to educational, or other
Minors Act) tax- exempt organization
4. a. The usual revocable The grantor-trustee(1)
savings trust (grantor) 10. Partnership The partnership
is also trustee 11. A broker or registered The broker or nominee
nominee
b. So-called trust The actual owner(1)
account
that is not a legal or 12. Account with the The public entity
valid trust under state Department of
law Agriculture in the name
of a public entity
(such as
5. Sole proprietorship The owner(3) a state or local
government, school
district, or prison)
that receives
agricultural program
payments
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------
<S> <C>
(1) List above the signature line and circle the name of the
person whose number you furnish.
(2) List minor's name and furnish the minor's social
security number.
(3) You must show your individual name, but you may also
enter your business or "doing business as" name. You may
use your social security number or employer
identification number.
(4) List the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal
representative or trustee unless the legal entity itself
is not designated in the account title).
- ------------------------------------------------------------
</TABLE>
NOTE: If no name above the signature line is listed when more than one name
appears in the registration, the number will be considered to be that of the
first name appearing in the registration.
<PAGE>
PURPOSE OF FORM.--A person who is required to file an information return
with the IRS must get your correct TIN to report, for example, income paid to
you, real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. Use Form W-9 to give your correct TIN to the person requesting your
TIN and, when applicable, (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued), (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee.
NOTE: If a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form if it is substantially similar to Form W-9.
WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.
If you give the requester your correct TIN, make the proper certifications,
and report all your taxable interest and dividends on your tax return, payments
you receive will not be subject to backup withholding. Payments you receive will
be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an incorrect TIN, or
3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or
5. You do not certify your TIN.
Certain payees and payments are exempt from backup withholding and
information reporting. See below.
HOW TO GET A TIN: If you do not have a TIN, apply for one immediately. To
apply for an SSN, get FORM SS-5 from your local Social Security Administration
office. Get FORM W-7 to apply for an ITIN or FORM SS-4 to apply for an EIN. You
can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676).
If you do not have a TIN, check the box titled "Applied For" in the space
for the TIN, sign and date the form, and give it to the requester. Generally,
you will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.
NOTE: Checking the box titled "Applied For" on the form means that you have
already applied for a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are NOT exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed FORM W-8, Certificate of Foreign Status.
The following is a list of payees exempt from backup withholding and for
which no information reporting is required. For interest and dividends, all
listed payees are exempt except the payee listed in item (9). For broker
transactions, payees listed in (1) through (13) and a person registered under
the Investment Advisers Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under sections 6041 and 6041A are generally exempt
from backup withholding only if made to payees described in items (1) through
(7).
<PAGE>
However, a corporation (other than certain hospitals or extended care
facilities) that provides medical and health care services or bills and collects
payments for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) A corporation. (2) An organization exempt from tax under
section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401(f)(2). (3) The United States
or any of its agencies or instrumentalities. (4) A state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities. (5) A foreign government or any of its
political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States, the District of Columbia or a possession of the United
States. (9) A futures commission merchant registered with the Commodity Futures
Trading Commission. (10) A real estate investment trust. (11) An entity
registered at all times during the tax year under the Investment Company Act of
1940. (12) A common trust fund operated by a bank under section 584(a). (13) A
financial institution. (14) A middleman known in the investment community as a
nominee or listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under
section 664 or described in section 4947.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding
include the following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Other types of payments that generally are exempt from backup withholding
include:
- Wages.
- Distributions from a pension, annuity, profit-sharing or stock bonus plan,
any IRA, or an owner-employee plan.
- Certain surrenders of life insurance contracts.
- Gambling winnings if withholding is required under section 3402(q).
However, if withholding is not required under section 3402(q), backup
withholding applies if the payee fails to furnish a TIN.
- Real estate transactions reportable under section 6045(e).
- Cancelled debts reportable under section 6050P.
- Distributions from a medical savings account and long-term care benefits.
- Fish purchases for cash reportable under section 6050R.
Payments that are not subject to information reporting also are not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
<PAGE>
PRIVACY ACT NOTICE.--Section 6109 requires you to give your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws.
You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TIN.--If you fail to furnish your TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE
<PAGE>
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated January
26, 2000 and the related Letter of Transmittal, and any amendments or
supplements thereto, which are being mailed to all holders of Shares. The
Company is not aware of any jurisdiction where the making of the Offer is not in
compliance with applicable law. If the Company becomes aware of any jurisdiction
where the making of the Offer or the acceptance of Shares pursuant thereto is
not in compliance with applicable law, the Company will make a good faith effort
to comply with the applicable law. If, after such good faith effort, the Company
cannot comply with the applicable law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Company by Salomon Smith Barney Inc. (the
"Dealer Manager") or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
TEKTRONIX, INC.
UP TO 7,954,545 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED
STOCK PURCHASE RIGHTS) AT A PURCHASE
PRICE NOT IN EXCESS OF $44.00 NOR LESS
THAN $39.00 PER SHARE IN CASH
Tektronix, Inc., an Oregon corporation (the "Company"), invites its
shareholders to tender up to 7,954,545 shares of its Common Stock (the
"Shares") (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
Rights Agent) to the Company at prices not in excess of $44.00 nor less than
$39.00 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
and in the related Letter of Transmittal (which, as amended or supplemented
from time to time, together constitute the "Offer"). Unless the context
otherwise requires, all references to Shares shall include the associated
Rights.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 23, 2000,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN
<PAGE>
FROM TENDERING THEIR SHARES OR AS TO THE PURCHASE PRICE AT WHICH SHAREHOLDERS
MAY CHOOSE TO TENDER THEIR SHARES. EACH SHAREHOLDER MUST MAKE THEIR OWN
DECISION WHETHER TO TENDER SUCH SHAREHOLDER'S SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SUCH SHARES SHOULD BE
TENDERED. RELATIONAL INVESTORS, LLC AND OTHER ENTITIES CONTROLLED BY RALPH V.
WHITWORTH, A DIRECTOR OF THE COMPANY, HAVE INFORMED THE COMPANY THAT THEY
INTEND TO TENDER ALL OF THEIR 4,678,000 SHARES IN THE OFFER. JEROME J. MEYER,
CHAIRMAN OF THE BOARD OF THE COMPANY, HAS ADVISED THE COMPANY THAT HE INTENDS
TO TENDER IN THE OFFER A PORTION OF THE SHARES HELD BY HIM AND A FAMILY
LIMITED PARTNERSHIP. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR
EXECUTIVE OFFICER OF THE COMPANY OTHER THAN MR. MEYER AND MR. WHITWORTH
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
The Company will, upon the terms and subject to the conditions of
the Offer, determine the single per Share price, not in excess of $44.00 nor
less than $39.00 per Share, net to the seller in cash, without interest
thereon (the "Purchase Price"), that it will pay for Shares properly tendered
pursuant to the Offer, taking into account the number of Shares so tendered
and the prices specified by tendering shareholders. The Company will select
the lowest Purchase Price that will allow it to buy 7,954,545 Shares (or such
lesser number of Shares as are properly tendered at prices not in excess of
$44.00 nor less than $39.00 per Share). All Shares properly tendered prior to
the Expiration Date (as defined below) at prices at or below the Purchase
Price and not properly withdrawn will be purchased at the Purchase Price,
upon the terms and subject to the conditions of the Offer, including the odd
lot and proration provisions.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
FOR THE SHARES, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. All Shares
acquired in the Offer will be acquired at the Purchase Price. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Wednesday,
February 23, 2000, unless and until the Company, in its sole discretion,
shall have extended the period of time during which the Offer will remain
open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall
expire. The Company reserves the right, in its sole discretion, to purchase
more than 7,954,545 Shares pursuant to the Offer. For purposes of the Offer,
the Company will be deemed to have accepted for payment (and therefore
purchased) Shares properly tendered at or below the Purchase Price and not
properly withdrawn (subject to the odd lot and proration provisions of the
Offer) only when, as and if the Company gives oral or written notice to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") of its acceptance
of such Shares for payment pursuant to the Offer. Payment for Shares tendered
and accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), a properly completed and duly executed Letter of Transmittal (or
a manually signed facsimile thereof) or an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry transfer and any other
documents required by the Letter of Transmittal.
The Company intends to use up to $350 million of the proceeds from
the sale of its color printing and imaging division to purchase Shares in the
Offer. The Board of Directors believes that the repurchase of Shares pursuant
to the Offer is an efficient way to return a significant portion of the
proceeds from the sale to shareholders. In addition, the Offer provides
shareholders who are considering a sale of all or a portion of their Shares
with the opportunity to determine the price (not in excess of $44.00 nor less
than $39.00 per Share) at which they are willing to sell their Shares and,
subject to the terms and conditions of the Offer and where Shares are
tendered by the registered owner thereof directly to the Depository, to sell
those Shares for cash without the usual transaction costs associated with
open market sales. In addition, Odd Lot Holders (as defined in the Offer to
Purchase) who hold Shares registered in their names and tender their Shares
directly to the Depository and whose Shares are purchased pursuant to the
Offer not only will avoid the payment of brokerage commissions but also will
avoid any applicable odd lot discounts payable on a sale of their Shares in a
New York Stock Exchange transaction. The Offer also allows shareholders to
sell a portion of their Shares while retaining a continuing equity interest
in the Company.
Upon the terms and subject to the conditions of the Offer, if more
than 7,954,545 Shares (or such greater number of Shares as the Company may
elect to purchase) have been properly tendered at prices at or below the
Purchase Price and not properly withdrawn prior to the Expiration Date, the
Company will purchase properly tendered Shares on the following basis: (a)
first, all Shares properly tendered and not properly withdrawn prior to the
Expiration Date by any Odd Lot Holder who (1) tenders all Shares owned
beneficially or of record by such Odd Lot Holder at a price at or below the
Purchase Price (partial tenders will not qualify for this preference) and (2)
completes the section entitled "Odd Lots" in the Letter of Transmittal and,
if applicable, in the Notice of Guaranteed Delivery and (b) second, after the
purchase of all of the foregoing Shares, all other Shares properly tendered
at prices at or below the Purchase Price and not properly withdrawn
<PAGE>
prior to the Expiration Date, on a pro rata basis (with appropriate adjustments
to avoid purchases of fractional Shares).
The Company expressly reserves the right, in its sole discretion, at
any time and from time to time, and regardless of whether or not any of the
events set forth in Section 6 of the Offer to Purchase shall have occurred or
shall be deemed by the Company to have occurred, to extend the period of time
during which the Offer is open and thereby delay acceptance for payment of, and
payment for, any Shares by giving oral or written notice of such extension to
the Depositary and making a public announcement thereof. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and to the rights of a tendering shareholder to withdraw
such shareholder's Shares.
Tenders of Shares pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Company pursuant to the Offer,
may also be withdrawn at any time after 12:00 Midnight, New York City time, on
Wednesday, March 22, 2000. For such withdrawal to be effective, a written,
telegraphic, telex or facsimile transmission notice of withdrawal must be timely
received by the Depositary at its address set forth on the back cover of the
Offer to Purchase. Any such notice of withdrawal must specify the name of the
tendering shareholder, the number of Shares to be withdrawn and the name of the
registered holder of such Shares. If the certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the release of such certificates, the serial numbers shown on such certificates
must be submitted to the Depositary and the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (as defined in the
Offer to Purchase), unless such Shares have been tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal
also must specify the name and the number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares and must otherwise
comply with such Book-Entry Transfer Facility's procedures. All questions as to
the form and validity (including the time of receipt) of any notice of
withdrawal will be determined by the Company, in its sole discretion, whose
determination will be final and binding. None of the Company, the Depositary,
the Information Agent, the Dealer Manager or any other person will be under any
duty to give notification of any defects or irregularities in any tender or
notice of withdrawal or incur any liability for failure to give any such
notification.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal are being
mailed to record holders of Shares whose names appear on the Company's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION WITH
RESPECT TO THE OFFER IS MADE.
<PAGE>
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at the telephone numbers and addresses
set forth below. Requests for additional copies of the Offer to Purchase, the
Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to
the Information Agent at the telephone numbers and address set forth below.
Shareholders may also contact their broker, dealer, commercial bank, trust
company or nominee for assistance concerning the Offer. To confirm delivery of
Shares, shareholders are directed to contact the Depositary.
The Information Agent for the Offer is:
ChaseMellon Consulting Services L.L.C.
450 West 33rd Street, 14th Floor
New York, New York 10001
Banks and Brokers Call: (212) 273-8093
All Others Please Call Toll-Free (888) 224-2745
The Dealer Manager for the Offer is:
Salomon Smith Barney
390 Greenwich Street
New York, New York 10013
(800) 996-7920
January 26, 2000
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FINAL
Media Contact: Heather Wyse Analyst Contact: Colin Slade
503/627-1121 503/627-3749
TEKTRONIX ANNOUNCES SHARE PURCHASE PROGRAM
BEAVERTON, Ore., Jan. 26, 2000 -- Tektronix, Inc. (NYSE:TEK) today
announced its plan for the use of the net proceeds resulting from the sale of
the company's color printer business. The plan will include paying down
debt, retaining some cash for corporate purposes and using the remainder to
purchase shares.
The plan calls for $550 million of the net proceeds to be distributed to
shareholders through a share purchase program. It will be structured as a
combination of a Dutch Auction tender offer followed by an open market
purchase of shares. The Dutch Auction tender offer commences today and
consists of an offer to purchase up to $350 million of common stock at a
purchase price between $39 and $44 per share. The open market purchase
program will commence no earlier than 10 business days following completion
of the Dutch Auction tender offer.
Increasing its focus on the development and growth of the business, the
company also announced it will discontinue paying cash dividends to
shareholders in order to reinvest future earnings in targeted growth
opportunities. This will be effective after the payment of the previously
declared second quarter dividend, payable January 31, 2000. The company
further stated its longer-term intention to allocate excess future free cash
to purchase shares.
"Discontinuing the dividend will allow us to supplement our already
strong cash flow to invest in areas that we believe offer growth
opportunities," said Jerry Meyer, Tektronix chairman.
DUTCH AUCTION TENDER OFFER
Tektronix is commencing an offer to purchase up to 7,954,545 shares of its
common stock at a price not greater than $44 nor less than $39 per share (the
"Offer")
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Tektronix Announced Share Purchase Program.../2
today, January 26, 2000. The company will conduct the Offer through a
procedure commonly referred to as a modified "Dutch Auction." This
procedure allows shareholders to select the price within the specified range
at which each shareholder is willing to sell all or a portion of his or her
shares to the company.
Based on the number of shares tendered and the prices specified by the
tendering shareholders, the company will determine the single per share price
within the range that will allow it to buy 7,954,545 shares (or such lesser
number of shares that are properly tendered) at a price between $39 and $44.
All of the shares that are properly tendered at prices at or below that
purchase price (and not withdrawn) will, subject to possible proration and
provisions relating to the tender of "odd lots," be purchased for cash at the
purchase price selected by the company. All other shares that have been
tendered and not purchased will be returned to the shareholder.
The Offer is scheduled to expire at 12:00 Midnight, New York City time,
on Wednesday, February 23, 2000, unless extended by the company. The Offer
is subject to various terms and conditions and is explained in detail in the
Offer to Purchase, Letter of Transmittal and the Notice of Guaranteed
Delivery that can be obtained from ChaseMellon Consulting Services, L.L.C.,
450 West 33rd Street, 14th Floor, New York, New York 10001, telephone: (212)
273-8093 or (888) 224-2745.
Neither the company nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their
shares. Each shareholder must make the decision whether to tender shares
and, if so, how many shares and at what price or prices shares should be
tendered.
Salomon Smith Barney will serve as the dealer manager for the Offer.
ChaseMellon Consulting Services, L.L.C. will serve as the information agent.
FORWARD-LOOKING STATEMENTS
Statements and information in this press release that relate to future
results and planned transactions are based on the company's current
expectations. They constitute forward-looking statements subject to a number
of risk factors that could cause results and transactions to differ
materially from those currently expected or desired. These risk factors
include, but are not limited to, growth and business conditions in the
electronic industry including the wireless communication infrastructure and
the semiconductor industry; the timely introduction of new products by the
company and customer acceptance of and demand for new products; the company's
ability to reduce expenditures; and transition issues relating to the sale of
the company's color printer business. A number of risk factors could cause
the company to delay or modify its repurchase plan, including fluctuations in
the stock price and operating results. Further information on factors that
could cause actual results to differ from those anticipated is included in
filings made by the company from time to time with the Securities and
Exchange Commission, including, but not limited to, the Form 10-K for the
year ended May 29, 1999 and the Forms 10-Q for the quarters ended August 28,
1999 and November 27, 1999.
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Tektronix Announced Share Purchase Program.../3
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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