UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 30, 1998 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
__________
COMMISSION FILE NUMBER 1-4837
TEKTRONIX, INC.
(Exact name of Registrant as specified in its charter)
OREGON 93-0343990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14200 SW KARL BRAUN DRIVE
BEAVERTON, OREGON 97077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code:
(503) 627-7111
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Shares, New York Stock Exchange
without par value Pacific Stock Exchange
Series A No Par Preferred New York Stock Exchange
Shares Purchase Rights Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant was approximately $1,345,950,348 at August 3, 1998.
At August 3, 1998 there were 49,638,025 Common Shares of the Registrant
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of 10-K into which incorporated
-------- ------------------------------------
Registrant's Proxy Statement Part III
dated August 20, 1998
EXPLANATORY NOTE
Amendment to Annual Report on Form 10-K
for Fiscal Year End May 30, 1998
This filing on Form 10-K/A amends the Registrant's Annual Report on
Form 10-K with respect to Item 5. - Market for the Registrant's Common Equity
and Related Stockholder Matters, Item 7. - Management's Discussion and Analysis
of Financial Condition and Results of Operations, Item 8. - Financial Statements
and Supplementary Data and Item 14. - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K and Exhibits 13, 27 and 99.
Except as noted above, the Registrant's Annual Report on Form 10-K for
the fiscal year ended May 30, 1998, remains as originally filed with the
Securities and Exchange Commission.
2
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is included on page 27 of Exhibit
99 incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is included on pages 1 through 5
of Exhibit 99 incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is included on pages 8 through 28
of Exhibit 99 incorporated herein by reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8 - K
(a) The following documents are filed as part of this report:
(1) Financial Statements.
The following documents are included in Exhibit 99 to the pages
indicated and are incorporated herein by reference:
Page in Exhibit 99
Independent Auditors' Report 7
Consolidated Statements of Operations 8
Consolidated Balance Sheets 9
Consolidated Statements of Cash Flows 10
Consolidated Statements of Shareholders' Equity 11
Notes to Consolidated Financial Statements 12
(2) Financial Statement Schedules.
No financial statement schedules are required to be filed with this
report.
Separate financial statements for the Registrant have been omitted
because the Registrant is primarily an operating company and the subsidiaries
included in the consolidated financial statements are substantially totally
held. All subsidiaries of the Registrant are included in the consolidated
financial statements. Summarized financial information for 50 percent or less
owned persons in which the Registrant has an interest, and for which summarized
financial information must be provided, is included in the Notes to Consolidated
Financial Statements appearing in Exhibit 99.
3
(3) Exhibits:
(3)(i) Restated Articles of Incorporation, as
amended. Incorporated by reference to
Exhibit (3) of Form 10-Q dated September 28,
1990, SEC File No. 1-4837.
(ii) Bylaws, as amended. Incorporated by
reference to Exhibit (3) of Form 10-K dated
August 21, 1997, SEC File No. 1-4837.
(4)(i) Indenture dated as of November 16, 1987, as
amended by First Supplemental Indenture
dated as of July 13, 1993, covering the
Registrant's 7 1/2% notes due August 1,
2003, and the Registrant's 7 5/8% notes due
August 15, 2002. Indenture incorporated by
reference to Exhibit 4(i) of Form 10-K dated
August 22, 1990, SEC File No. 1-4837.
(ii) Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the Registrant agrees to
furnish to the Commission upon request
copies of agreements relating to other
indebtedness.
+(10) (i) 1982 Stock Option Plan, as amended.
Incorporated by reference to Exhibit 10(iii)
of Form 10-K dated August 22, 1989, SEC File
No. 1-4837.
+(ii) Stock Incentive Plan, as amended.
Incorporated by reference to Exhibit 10(ii)
of Form 10-Q dated April 9, 1993, SEC File
No. 1-4837.
+(iii) Restated Annual Performance Improvement
Plan. Incorporated by reference to Exhibit
10(i) of Form 10-Q dated April 9, 1993, SEC
File No. 1-4837.
+(iv) Restated Deferred Compensation Plan.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated December 20, 1984, SEC
File No. 1-4837.
+(v) Retirement Equalization Plan, Restatement.
Incorporated by reference to Exhibit 10(v)
of Form 10-K dated August 20, 1996, SEC File
No. 1-4837.
+(vi) Indemnity Agreement entered into between the
Company and its named officers and
directors. Incorporated by reference to
Exhibit 10(ix) of Form 10-K dated August 18,
1996, SEC File No. 1-4837.
+(vii) Form of Executive Severance Agreement
entered into between the Company and its
named officers. Incorporated by reference to
Exhibit 10(ix) of Form 10-K dated August 9,
1995, SEC File No. 1-4837.
+(viii) Executive Compensation and Benefits
Agreement (Jerome J. Meyer) dated as of
October 24, 1990.
4
Incorporated by reference to Exhibit 10(ii)
of Form 10-Q dated December 21, 1990, SEC
File No. 1-4837.
+(ix) Amendment to Supplemental Executive
Retirement Agreement (Jerome J. Meyer).
Incorporated by reference to Exhibit 10(ii)
of Form 10-Q dated October 7, 1994, SEC File
No. 1-4837.
+(x) Amendment to Supplemental Executive
Retirement Agreement (Jerome J. Meyer) dated
June 16, 1998.
+(xi) Executive Compensation and Benefits
Agreement (Carl W. Neun) dated as of March
29, 1993. Incorporated by reference to
Exhibit 10(xiv) of Form 10-K dated August
11, 1994, SEC File No. 1-4837.
+(xii) Amendment to Supplemental Executive
Retirement Agreement (Carl W. Neun) dated
September 24, 1997. Incorporated by
reference to Exhibit 10(i) of Form 10-Q
dated January 13, 1998, SEC File No. 1-4837.
(xiii) Rights Agreement dated as of August 16,
1990. Incorporated by reference to Exhibit 1
of Form 8-K dated August 27, 1990, SEC File
No. 1-4837.
+(xiv) Non-Employee Directors' Deferred
Compensation Plan, 1995 Restatement dated
July 1, 1995. Incorporated by reference to
Exhibit 10(xv) of Form 10-K dated August 9,
1995, SEC File No. 1-4837.
+(xv) Non-Employee Directors' Stock Compensation
Plan. Incorporated by reference to Exhibit
10(xvi) of Form 10-K dated August 9, 1995,
SEC File No. 1-4837.
+(xvi) Supplemental Executive Retirement Plan for
named executive officers dated September 26,
1996. Incorporated by reference to Exhibit
10(xvi) of Form 10-K dated May 31, 1997, SEC
File No. 1-4837.
(21) Subsidiaries of the Registrant.
(23) Independent Auditors' Consent.
(24) Powers of Attorney.
(27) Financial Data Schedule, as amended.
(99) Amended Financial Statements and Financial
Information
+ Compensatory Plan or Arrangement
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this Report.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TEKTRONIX, INC.
By: /s/ Colin L. Slade
------------------------------------------------
Colin L. Slade, Vice President and
Chief Financial Officer
Dated: May 16, 2000
6
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
(3)(i) Restated Articles of Incorporation, as amended.
Incorporated by reference to Exhibit (3) of Form 10-Q
dated September 28, 1990, SEC File No. 1-4837.
(ii) Bylaws, as amended. Incorporated by reference to
Exhibit (3) of Form 10-K dated August 21, 1997, SEC
File No. 1-4837.
(4)(i) Indenture dated as of November 16, 1987, as amended by
First Supplemental Indenture dated as of July 13,
1993, covering the Registrant's 7 1/2% notes due
August 1, 2003, and the Registrant's 7 5/8% notes due
August 15, 2002. Indenture incorporated by reference
to Exhibit 4(i) of Form 10-K dated August 22, 1990,
SEC File No. 1-4837.
(ii) Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the
Registrant agrees to furnish to the Commission upon
request copies of agreements relating to other
indebtedness.
+(10)(i) 1982 Stock Option Plan, as amended. Incorporated by
reference to Exhibit 10(iii) of Form 10-K dated August
22, 1989, SEC File No. 1-4837.
+(ii) Stock Incentive Plan, as amended. Incorporated by
reference to Exhibit 10(ii) of Form 10-Q dated April
9, 1993, SEC File No. 1-4837.
+(iii) Restated Annual Performance Improvement Plan.
Incorporated by reference to Exhibit 10(i) of Form
10-Q dated April 9, 1993, SEC File No. 1-4837.
+(iv) Restated Deferred Compensation Plan. Incorporated by
reference to Exhibit 10(i) of Form 10-Q dated December
20, 1984, SEC File No. 1-4837.
+(v) Retirement Equalization Plan, Restatement.
Incorporated by reference to Exhibit 10(v) of Form
10-K dated August 20, 1996, SEC File No. 1-4837.
+(vi) Indemnity Agreement entered into between the Company
and its named officers and directors. Incorporated by
reference to Exhibit 10(ix) of Form 10-K dated August
18, 1996, SEC File No. 1-4837.
+(vii) Form of Executive Severance Agreement entered into
between the Company and its named officers.
Incorporated by reference to Exhibit 10(ix) of Form
10-K dated August 9, 1995, SEC File No. 1-4837.
+(viii) Executive Compensation and Benefits Agreement (Jerome
J. Meyer) dated as of October 24, 1990. Incorporated
by reference to Exhibit 10(ii) of Form 10-Q dated
December 21, 1990, SEC File No. 1-4837.
+(ix) Amendment to Supplemental Executive Retirement
Agreement (Jerome J. Meyer). Incorporated by reference
to Exhibit 10(ii) of Form 10-Q dated October 7, 1994,
SEC File No. 1-4837.
+(x) Amendment to Supplemental Executive Retirement
Agreement (Jerome J. Meyer) dated June 16, 1998.
+(xi) Executive Compensation and Benefits Agreement (Carl W.
Neun) dated as of March 29, 1993. Incorporated by
reference to Exhibit 10(xiv) of Form 10-K dated August
11, 1994, SEC File No. 1-4837.
+(xii) Amendment to Supplemental Executive Retirement
Agreement (Carl W. Neun) dated September 24, 1997.
Incorporated by reference to Exhibit 10(i) of Form
10-Q dated January 13, 1998, SEC File No. 1-4837.
(xiii) Rights Agreement dated as of August 16, 1990.
Incorporated by reference to Exhibit 1 of Form 8-K
dated August 27, 1990, SEC File No. 1-4837.
+(xiv) Non-Employee Directors' Deferred Compensation Plan,
1995 Restatement dated July 1, 1995. Incorporated by
reference to Exhibit 10(xv) of Form 10-K dated August
9, 1995, SEC File No. 1-4837.
+(xv) Non-Employee Directors' Stock Compensation Plan.
Incorporated by reference to Exhibit 10(xvi) of Form
10-K dated August 9, 1995, SEC File No. 1-4837.
+(xvi) Supplemental Executive Retirement Plan for named
executive officers dated September 26, 1996.
Incorporated by reference to Exhibit 10(xvi) of Form
10-K dated May 31, 1997, SEC File No. 1-4837.
(21) Subsidiaries of the Registrant.
(23) Independent Auditors' Consent.
(24) Powers of Attorney.
(27) Financial Data Schedule, as amended.
(99) Amended Financial Statements and Financial Information
+ Compensatory Plan or Arrangement