UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
28775 Aurora Road
Solon, Ohio 44139-1891
(440) 248-0400
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 487584 10 4 | Page | 2 | of | 7 |
1. | NAMES OF REPORTING PERSONS: I.R.S. Identification Nos. of Above Persons (entities only): Joseph P. Keithley | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not applicable | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Ohio | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 2,741,724 | ||||||||||
SHARES | 8. | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 2,741,724 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
2,741,724 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
16.85% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
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CUSIP No. | 487584 10 4 | Page | 3 | of | 7 |
1. | NAMES OF REPORTING PERSONS: I.R.S. Identification Nos. of Above Persons (entities only): 34-1581748 Keithley Investment Co. Limited Partnership | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
Not applicable | |||||||||||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Ohio | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 1,954,816 | ||||||||||
SHARES | 8. | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9. | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 1,954,816 | ||||||||||
WITH | 10. | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
1,954,816 | |||||||||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
12.38% | |||||||||||
14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
PN |
3
CUSIP No. | 487584 10 4 | Page | 4 | of | 7 |
Name | Common Shares | Percent of Class | ||||||
Family Partnership | 1,954,816 | (1) | 12.38 | % | ||||
Joseph P. Keithley | 2,741,724 | (2) | 16.85 | % | ||||
Investors as a group | 2,741,724 | 16.85 | % |
(1) | Represents 1,954,816 Common Shares issuable upon the conversion of 1,954,816 Class B Shares. |
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CUSIP No. | 487584 10 4 | SCHEDULE 13D | Page | 5 | of | 7 | ||||
(2) | Includes (a) 1,954,816 Common Shares issuable upon the conversion of 1,954,816 Class B Shares owned by the Family Partnership, (b) 46,062 Common Shares issuable upon the conversion of 46,062 Class B Shares owned by the Joseph F. Keithley 1988 Family Trust, an Ohio trust of which Joseph P. Keithley is trustee, (c) 130,000 Common Shares issuable upon the conversion of 130,000 Class B Shares, (d) 453,725 Common Shares subject to options that are currently exercisable or that are exercisable within 60 days from the date of this Amendment No. 9, (e) 24,125 Common Shares issuable with respect to performance award units for the three year performance period that ended on September 30, 2010, based on an expected payout at 125% of target and (f) 2,448 Common Shares owned by Joseph P. Keithley’s wife. Joseph P. Keithley disclaims beneficial ownership of the Common Shares owned by his wife. All holders of Class B Shares are entitled to convert any or all of their Class B Shares into Common Shares at any time on a share-for-share basis. Each Class B Share is entitled to ten votes on all matters presented for a vote to the shareholders of the Company. Accordingly, the Investors are entitled to exercise approximately 61.5% of the voting power on all matters presented for a vote to the shareholders of the Company, including the election of directors. |
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CUSIP No. | 487584 10 4 | SCHEDULE 13D | Page | 6 | of | 7 |
1. | Agreement among the Investors to file a joint statement on Schedule 13D | |
2. | Agreement and Plan of Merger, dated September 29, 2010, by and among Danaher, the Company and Merger Sub, which is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 29, 2010 | |
3. | Voting Agreement, dated September 29, 2010, by and among Danaher, Merger Sub and Keithley Investment Co. Limited Partnership, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 29, 2010 |
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CUSIP No. | 487584 10 4 | SCHEDULE 13D | Page | 7 | of | 7 |
KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP, an Ohio limited partnership | ||||
By: | /s/ Joseph P. Keithley | |||
Joseph P. Keithley, its sole general partner |
/s/ Joseph P. Keithley | ||||
Joseph P. Keithley | ||||
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