SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 4)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Tektronix, Inc.
(Name of Subject Company)
Tektronix, Inc.
(Names of Person(s) Filing Statement)
Common Stock, no par value,
including the preferred share purchase rights attached thereto
(Title of Class of Securities)
879131100
(CUSIP Number of Class of Securities)
James F. Dalton
Sr. Vice President and General Counsel
Tektronix, Inc.
14200 SW Karl Braun Dr.
Beaverton, Oregon 97077
(503) 627-6700
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Henry H. Hewitt
Margaret Hill Noto
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 to the Schedule 14D-9 (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2007, amends and supplements the Schedule 14D-9 filed with the SEC on October 19, 2007, as subsequently amended (the “Schedule 14D-9”) by Tektronix, Inc., an Oregon corporation. The Schedule 14D-9 relates to a tender offer by Raven Acquisition Corp., an Oregon corporation and an indirect wholly owned subsidiary of Danaher Corporation, a Delaware corporation, disclosed in a Tender Offer Statement on Schedule TO, dated October 18, 2007, to purchase all of the outstanding shares of the common stock of Tektronix, at a purchase price of $38.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2007 (as amended or supplemented from time to time) and in the related Letter of Transmittal (as amended or supplemented from time to time).
The information in the Schedule 14D-9 is incorporated in this amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented with the addition of the following at the end of subsection (d) of Item 8:
“On November 14, 2007, Parent announced receipt of antitrust clearances and regulatory approvals in Germany and Austria with respect to the acquisition of Tektronix.”
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| TEKTRONIX, INC. | ||
| By: | /s/ James F. Dalton | |
| Name: | James F. Dalton Senior Vice President, Corporate Development | |
| Dated: | November 15, 2007 | |
