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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
COMMISSION FILE NUMBER 1-9965
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
CLEVELAND, OHIO 44139
KEITHLEY INSTRUMENTS, INC.
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RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
FINANCIAL STATEMENTS
--------------------
AND SUPPLEMENTAL SCHEDULES
--------------------------
* * * * *
DECEMBER 31, 2001 AND 2000
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KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
AND SUPPLEMENTAL SCHEDULES
--------------------------
PAGE
----
Report of independent accountants 1
Financial statements:
Statement of Net Assets Available for
Plan Benefits as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 2001 3
Notes to financial statements 4-10
Supplemental schedules:
Schedule of assets held for investment purposes
at December 31, 2001 Schedule I
Schedule of reportable transactions for
the year ended December 31, 2001 Schedule II
NOTE: Certain schedules required under the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted as the conditions under
which they are required are not present.
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator
of the Keithley Instruments, Inc.
Retirement Savings Trust and Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Keithley Instruments, Inc. Retirement Savings Trust and
Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets
available for plan benefits for the year ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplemental information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
June 12, 2002
1
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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AS OF DECEMBER 31, 2001 AND 2000
--------------------------------
2001 2000
------------ ------------
Investments, at fair value (cost of investments totaled
$34,984,949 and $33,933,140 for the years ended
December 31, 2001 and 2000, respectively) $31,530,596 $34,598,262
Participants' loans 189,775 169,043
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Total investments 31,720,371 34,767,305
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Receivables:
Employer contribution 436,060 420,205
Participant contributions 167,718 199,297
Dividends 499 --
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Total receivables 604,277 619,502
Cash 16,227 3,381
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Net assets available for plan benefits $32,340,875 $35,390,188
============ ============
The accompanying notes are an integral part of these financial statements.
2
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2001
------------------------------------
Additions to net assets attributed to:
Contributions:
Employer $ 888,691
Participants 2,574,660
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Total contributions 3,463,351
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Investment income:
Dividends and capital gains 239,213
Interest 13,965
-----------
Total additions 3,716,529
Deductions from net assets attributed to:
Investment loss:
Net depreciation on investments (5,081,027)
Other losses (432,942)
-----------
Total investment loss (5,513,969)
-----------
Distributions to participants (1,247,518)
Asset-based fees (4,355)
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Total deductions (6,765,842)
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Net decrease (3,049,313)
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Net assets available for plan benefits at beginning of year 35,390,188
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Net assets available for plan benefits at end of year $32,340,875
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The accompanying notes are an integral part of these financial statements.
3
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - PLAN DESCRIPTION:
- --------------------------
The following description of the Keithley Instruments, Inc. Retirement Savings
Trust and Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
Participation
-------------
The Plan is a defined contribution plan, established on January 1, 1988,
covering all domestic employees of Keithley Instruments, Inc. and its
participating subsidiaries (the "Company") who have attained age twenty-one. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Administration
--------------
The Plan is administered by the Company (the "Administrator"). The
administration of the Plan includes exercising all necessary powers as provided
by the Plan to interpret and apply the Plan provisions. The Company is vested
with the right to settle claims or debts and to defend any claims arising from
the operation of the Plan. Schwab Retirement Services, Inc. ("Schwab") is the
trustee and acts as the custodian of the Plan.
Contributions
-------------
Participants may elect to contribute up to 15 percent of their compensation and
have the option of contributing their profit sharing award, if any, on a pre-tax
basis subject to certain limitations of the Plan. In 2001 and 2000, the Company
paid a profit sharing award, which some employees decided to contribute to the
Plan. It is the Company's policy to match at least $.25 of each dollar
contributed, limited to six percent of a participant's compensation during the
Plan year. Additionally, it is the Company's policy to match up to a maximum of
$.50 of each dollar contributed, limited to six percent of a participant's
compensation for the Plan year, based upon the Company's financial performance.
For 2001 and 2000, the Company's match was $.50 on each dollar contributed by
participants up to six percent of a participant's compensation. The Company has
complete discretion to determine its matching contribution, if any, each year.
4
Participant Accounts
--------------------
Each participant has two separate accounts under each fund in which
contributions have been invested on behalf of the participant. One account
represents the participant's contributions and earnings thereon ("Participant
Account") and the other account represents the employer's contributions, made on
behalf of the respective participant, and the earnings thereon ("Employer
Account"). Forfeitures of terminated participants' nonvested account balances
are used to reduce future employer contributions.
Net assets available for Plan benefits of $6,109 and $5,940 were not allocated
to participants' accounts at December 31, 2001 and 2000, respectively, due to
forfeitures during each Plan year.
Vesting
-------
Participants are immediately vested in their voluntary contributions plus
earnings thereon. Vesting of the employer contributions starts after the first
year and is based on years of service. A participant is 100 percent vested after
three years of credited service.
Payment of Benefits
-------------------
Upon termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of his or her account, or installment
payments. In the case of a severe financial hardship, the Administrator at its
sole discretion may direct distribution of all or a portion of a participant's
account, subject to certain restrictions.
Loans
-----
In the case of a financial hardship as defined by the Plan, a participant may
apply to the Administrator for a loan. The Administrator in accordance with a
uniform nondiscriminatory policy, may direct the custodian to make a loan to a
participant from their before-tax contribution account, subject to certain
restrictions. Loans outstanding as of December 31, 2001, bear interest rates
ranging from 7.0 to 11.5 percent per annum. Loans outstanding as of December 31,
2000, bear interest rates ranging from 9.75 to 11.5 percent per annum.
Termination Provisions
----------------------
The Company anticipates and believes that the Plan will continue indefinitely;
however, the Company reserves the right to terminate the Plan at any time by an
action of its Board of Directors. In the event of termination of the Plan, the
assets then remaining will be allocated and distributed to participants in
accordance with the terms and provisions of the Plan.
5
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires Plan management to
make estimates and assumptions that affect the reported amounts of net assets
available for Plan benefits and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of changes in
net assets available for Plan benefits during the reporting period. Actual
results could differ from those estimates.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------
Contributions and Benefit Distributions
---------------------------------------
Matching contributions from the Company are recognized during the period in
which they are earned. Distributions are recognized during the period in which
they are paid to a Plan participant.
Investment Valuation and Income Recognition
-------------------------------------------
All investment accounts are included in the financial statements at fair value
determined by quoted market prices as reported to the Plan by Schwab. Purchases
and sales of securities are recorded on a settlement date basis. Interest income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend
date. Realized gains or losses on security transactions are recorded in an
amount equal to the difference between net proceeds received and the revalued
cost at the date of sale and are reflected in the Statement of Changes in Net
Assets Available for Plan Benefits.
The Plan presents in the Statement of Changes in Net Assets Available for Plan
Benefits the net appreciation or depreciation in the fair value of its
investments, which consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments.
Administrative Expenses
-----------------------
Participation fees are paid by the Company. Asset-based fees are paid by the
participants.
NOTE 3 - INVESTMENTS:
- ---------------------
During 2001, 15 funds were available to participants for investment purposes.
Schwab manages the distribution of assets among funds and provides record
keeping services. Following is a description of each fund:
6
AIM CHARTER FUND - This fund invests primarily in dividend-paying common stocks.
Non-dividend paying stocks may compose no more than 10% of equity holdings. It
may invest up to 10% of assets in American depositary receipts, and another 10%
in direct foreign securities. At December 31, 2001, there were 317 participants
invested in this fund.
AMERICAN CENTURY GROWTH FUND - This fund normally invests substantially all
assets in equity securities of large, established companies. However, it may
hold up to 10% of assets in cash. The fund may only purchase securities of
companies with at least three years of operations, and may invest in foreign
securities without limit, including depositary receipts. At December 31, 2001,
there were 324 participants invested in this fund.
AMERICAN CENTURY SELECT FUND - This fund normally invests at least 80% of assets
in dividend-paying common stocks; however, these securities are chosen primarily
for their growth potential. The fund intends to remain fully invested in stocks,
regardless of the movement of stock prices generally. This fund may also invest
without limit in foreign securities, including depositary receipts. At December
31, 2001, there were 299 participants invested in this fund.
BEAR STEARNS S&P STARS PORTFOLIO FUND - This fund normally invests at least 85%
of assets in common stocks that have five-star rankings on STARS, S&P's
proprietary stock-ranking system. These are companies that S&P securities
analysts expect to perform exceptionally well during the next 12 months. The
fund may engage in short-selling, lending of portfolio securities, and options
transactions. It is nondiversified. At December 31, 2001, there were 13
participants invested in this fund.
FIDELITY MAGELLAN FUND - This fund invests primarily in common stocks and
convertible securities. The fund features domestic corporations operating
primarily in the United States, domestic corporations that have significant
activities and interests outside the U.S., and foreign companies. No limitations
are placed on total foreign investment, but no more than 40% of the fund's
assets may be invested in companies operating exclusively in one foreign
country. At December 31, 2001, there were 356 participants invested in this
fund.
INVESCO TOTAL RETURN FUND - This fund invests in a combination of equities and
investment-grade fixed-income securities. The fund maintains at least 30% of its
assets in equities, and at least 30% in fixed and variable-rate debt securities.
The dollar-weighted average maturity of the fund's fixed-income component
normally varies between three and 15 years. The fund may invest up to 25% of
assets in foreign securities. At December 31, 2001, there were 210 participants
invested in this fund.
PIMCO TOTAL RETURN FUND - This fund invests at least 65% of assets in debt
securities, including U.S. government securities, corporate bonds, and
mortgage-related securities. It may invest up to 20% of assets in securities
denominated in foreign currencies. The portfolio duration generally ranges from
three to six years. At December 31, 2001, there were 31 participants invested in
this fund.
7
SCHWAB STABLE VALUE FUND - This fund invests directly or indirectly in a
diversified portfolio consisting primarily of guaranteed insurance contracts,
arrangements commonly known as alternative investment contracts, and other
investments, which seek to maintain principal value, protect against market
volatility, obtain consistent income return and provide reasonable liquidity.
Such transactions qualify as party in interest. At December 31, 2001, there were
420 participants invested in this fund.
SCHWAB TOTAL STOCK MARKET INDEX FUND - This fund normally invests at least 80%
of assets in securities included in the Wilshire 5000 Equity index. The fund
generally expects that its portfolio will include the largest 2,500 to 3,000
U.S. stock, and that is its industry weightings, dividend yield and P/E ratio
will be similar to those of the index. Such transactions qualify as party in
interest. At December 31, 2001, there were 9 participants invested in this fund.
SCUDDER GLOBAL FUND - This fund normally invests at least 65% of total assets in
U.S. and foreign equity securities. It generally focuses on established
companies in countries with developed economies. Management looks for companies
that are industry leaders, have strong finances and management, and appear to
make the most of local, regional and global opportunities. The fund primarily
invests in companies that offer the potential for sustainable above-average
earnings growth and whose market value appears reasonable in light of their
business prospects. At December 31, 2001, there were 157 participants invested
in this fund.
T. ROWE PRICE NEW HORIZONS FUND - This fund invests primarily in common stocks
of small, rapidly growing companies. Management concentrates on companies that
may offer accelerating earnings growth because of new management, new products,
or structural changes in the economy. The fund may invest up to 10% of assets in
foreign securities, including American depositary receipts. At December 31,
2001, there were 218 participants invested in this fund.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND - This fund normally invests at least
65% of assets in companies, both foreign and domestic, that seek to develop or
use scientific and technological advances. Industries include computers and
peripherals, software, electronics, pharmaceutical and medical devices,
telecommunications, biotechnology, waste management, chemicals, synthetic
materials, defense and aerospace. These holdings may include both new and
established companies. At December 31, 2001, there were 368 participants
invested in this fund.
UAM FMA SMALL COMPANY PORTFOLIO FUND - This fund invests at least 65% of assets
in common stocks issued by U.S. companies with market capitalizations of $50
million to $1 billion. When selecting securities, the advisor looks for
companies with low P/E ratios, strong cash flows, good credit lines, and
improving balance sheets. The fund may invest up to 10% of assets in foreign
securities. At December 31, 2001, there were 160 participants invested in this
fund.
8
VAN KAMPEN COMSTOCK FUND - This fund invests primarily in common stocks. It may
invest up to 10% of assets in high-quality short-term debt or investment-grade
corporate or government bonds. The fund may invest up to 15% of its assets in
foreign securities. At December 31, 2001, there were 19 participants invested in
this fund.
VANGUARD INDEX EXTENDED MARKET FUND - This fund employs a passive management
strategy to track the performance of the Wilshire 4500 Index. This index
consists of more than 5,000 small to medium-sized U.S. common stocks traded on
the New York Stock Exchange, American Stock Exchange or Nasdaq. These stocks are
not included in the S&P 500 Index. The fund invests all or substantially all of
its assets in a representative sample of the stocks that make up the index. At
December 31, 2001, there were 158 participants invested in this fund.
PERSONAL CHOICE RETIREMENT ACCOUNT - This fund provides for self-directed
investing whereby each participant may choose to invest in any stock listed on a
major U.S. exchange, over 1,800 mutual funds, bonds and other fixed-income
investments, and money market funds. At December 31, 2001, there were 29
participants invested in this fund.
The following table presents the fair value of the individual investments that
represent 5 percent or more of the Plan's net assets:
December 31,
2001 2000
--------------- ---------------
Aim Charter Fund $3,421,637 $4,648,938
American Century Select Fund 3,708,005 4,610,847
American Century Growth Fund 3,180,535 4,081,853
Fidelity Magellan Fund 4,335,833 4,802,270
INVESCO Total Return Fund 1,632,794 1,601,183
Schwab Stable Value Fund 6,964,154 5,612,482
T. Rowe Price Science & Technology Fund 2,264,705 3,699,837
The aggregate proceeds from transactions in the Plan's mutual fund investments
were $8,832,506 for the year ended December 31, 2001. The related cost of these
transactions was $9,564,675, resulting in a realized loss totaling $732,169 for
the year ended December 31, 2001. Realized gains and losses on investments are
included in the caption Net depreciation on investments in the Statement of
Changes in Net Assets Available for Plan Benefits.
Cost is determined using the revalued cost method. Unrealized depreciation on
Plan assets was $4,348,858 for the year ended December 31, 2001.
9
NOTE 4 - FEDERAL INCOME TAX STATUS:
- -----------------------------------
On February 13, 1996, the Internal Revenue Service advised that the Plan, as
amended, is qualified and the trust thereunder is exempt from federal income tax
pursuant to Section 401(a) of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan's
administrator and the Plan's tax counsel believe that the plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
NOTE 5 - SUBSEQUENT EVENT:
- --------------------------
The Company is in the process of amending the Plan to incorporate certain of the
benefits provided under the Economic Growth and Tax Relief Reconciliation Act of
2001 (the "Act"). The Act provides for increased employee contribution limits,
and catch-up provisions for employees who are 50 years of age or older. The
amended Plan is expected to be effective during 2002.
10
Schedule I
Page 1 of 4
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001
--------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value
- --- --- ----------------- --- ---------------------- --- -------------
Cash $ 16,227
Mutual Funds:
Aim Charter Fund 298,572 3,421,637
American Century Growth Fund 162,937 3,180,535
American Century Select Fund 100,216 3,708,005
Bear Stearns S&P Stars Portfolio Fund 1,429 39,050
Fidelity Magellan Fund 41,603 4,335,833
INVESCO Total Return Fund 65,286 1,632,794
PIMCO Total Return Fund 12,136 126,940
* Schwab Stable Value Fund 513,846 6,964,154
* Schwab Total Stock Market Index Fund 2,480 44,739
Scudder Global Fund 36,270 787,423
T. Rowe Price New Horizons Fund 65,358 1,479,048
T. Rowe Price Science & Technology Fund 108,256 2,264,705
UAM FMA Small Company Portfolio Fund 62,705 1,160,671
Van Kampen Comstock Fund 7,960 124,809
Vanguard Index Extended Market Fund 40,698 939,709
----------
Total Mutual Funds 30,210,052
----------
Personal Choice Retirement Account:
Cash and Equivalents 375,851
Common Stocks:
ADC Telecommunications, Inc. 13.250 60,950
Advanced Fibre Communications, Inc. 198 3,499
Agere Systems, Inc. 195 1,110
Agilent Technologies, Inc. 153 4,362
Albertsons, Inc. 849 26,745
American Home Mortgage Holdings 130 1,573
Amkor Technology, Inc. 43 689
Applied Micro Circuits Corp. 600 6,792
Ariba, Inc. 500 3,080
Asyst Technology Corp. 1,000 12,760
Atmel Corp. 250 1,842
Avaya, Inc. 22 267
Bank One Corp 810 31,630
Banta Corp. 536 15,821
Bea Systems, Inc. 500 7,700
Bookham, Technology ADR 110 270
Schedule I
Page 2 of 4
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
----------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001
--------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value
- --- --- ----------------- --- ---------------------- --- -------------
Brush Wellman, Inc. 1,000 14,240
Cadence Design Systems, Inc. 500 10,960
Checkpoint Systems, Inc. 150 2,010
CHS Electronics, Inc. 1,000 2
Ciena Corp. 500 7,155
Cisco System, Inc. 815 14,760
Compaq Computer Corp. 250 2,440
Com21, Inc. 3,000 4,110
Corning, Inc. 1,400 12,488
Cree, Inc. 38 1,119
CVS Corp. 812 24,031
Cypress Semiconductor Corp. 200 3,986
DMC Stratex Networks, Inc. 3,600 28,008
Duke Energy Corp. 100 3,926
General Electric Company 29 1,167
Globix Corp 200 29
Home Depot, Inc. 151 7,727
IFR Systems, Inc. 3,000 3,750
Integrated Silicon Solution, Inc. 250 3,060
Intel Corp. 165 5,204
Interneuron Pharmaceuticals, Inc. 1,300 14,417
J P M Company 4,000 300
JDS Uniphase Corp. 60 521
* Keithley Instruments, Inc. 5,399 91,237
Keycorp, Inc. 50 1,217
Komag, Inc. 100 4
Kulicke & Soffa Industries, Inc. 250 4,288
LSI Logic Corp. 900 14,202
LTV Corp. 5,000 70
Lucent Technologies, Inc. 4,874 30,658
Mattson Technology, Inc. 400 3,524
Micromuse, Inc. 32 480
Motorola, Inc. 1,100 16,522
National Semiconductor Corp. 100 3,079
NCS Healthcare, Inc. Class A 11,900 2,261
Newport Corp. 70 1,350
Nortel Networks Corp. 100 750
Novellus Systems, Inc. 500 19,725
Office Depot, Inc. 160 2,966
Schedule I
Page 3 of 4
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001
--------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value
- --- --- ----------------- --- ---------------------- --- -------------
OpenTV Corp. Class A 72 595
Pfizer, Inc. 101 4,045
PMC-Sierra, Inc. 200 4,252
Pinnacle Data Systems, Inc. 1,000 1,400
RF Micro Devices, Inc. 200 3,846
Solectron Corp. 100 1,128
State Street Corp. 800 41,800
Sun Microsystems, Inc. 995 12,238
Sycamore Networks, Inc. 110 590
Texas Instruments, Inc. 1,334 37,352
Transwitch Corp. 2,760 12,420
Tripath Technology, Inc. 100 171
Triquint Semiconductor 500 6,130
United Parcel Service Class B 102 5,570
U.S. Physical Therapy, Inc. 150 2,424
Varco International, Inc. 42 629
Veeco Instruments, Inc. 1,000 36,050
Vishay Intertechnology, Inc. 100 1,950
Vitesse Semiconductor Corp. 500 6,215
Wells Fargo and Company 266 11,558
Xerox Corp. 2,000 20,840
Xicor, Inc. 500 5,550
---------
Total Common Stocks 753,586
---------
Mutual Funds:
Citizens Global Equity Fund 168 2,726
Dreyfus Midcap Value Fund 129 3,386
Firsthand Communication 460 1,530
Firsthand Technology Value Fund 62 2,560
Invesco Technology II 204 6,628
Janus Mercury Fund 131 2,725
Midas Fund 27,919 26,523
Oakmark Select Fund 1,632 44,468
Pin Oak Aggressive Stock Fund 105 2,497
Profunds Ultraotc Fund 367 12,965
Profunds Ultrasmall Cap Investor 101 1,751
Red Oak Technology 207 1,987
Schedule I
Page 4 of 4
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001
--------------------------------------------------------------------
(a) (b) Identity of Issue (c) Number of Shares/Units (e) Current Value
- --- --- ----------------- --- ---------------------- --- -------------
RS Diversified Growth Fund 150 3,491
* Schwab International Index Fund 761 9,550
Transamerica Premier Balanced Fund 164 3,072
Vanguard Capital Opportunity Fund 1,184 27,969
Vanguard Growth Index Fund 154 4,066
Vanguard Health Care Fund 85 9,897
Vanguard Index Trust Small-Cap Fund 195 3,861
-----------
Total Mutual Funds 171,652
-----------
Nasdaq 100 Shares Investment Trust 500 19,455
Total Personal Choice Retirement Account 1,320,544
-----------
Participant Loans, interest rates from 7.0 to 11.5% per
annum 189,775
-----------
Total Assets Held for Investment Purposes $31,736,598
===========
(*) Denotes an allowable party in interest.
Schedule II
KEITHLEY INSTRUMENTS, INC.
--------------------------
RETIREMENT SAVINGS TRUST AND PLAN
---------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
(a) Identity of party involved and Total number (c) Purchase (d) Selling (g) Cost of (i) Net
(b) Description of Assets of Transactions Price Price Asset Sold Gain/(Loss)
- ----------------------------------- --------------- ---------- -------- ---------- -----------
Purchases:
*Schwab Stable Value Fund 94 $2,268,241 -- -- --
Reportable transactions represent individual or series of transactions in excess
of 5% of Plan assets as of the beginning of the Plan year.
(*) Denotes an allowable party in interest.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
KEITHLEY INSTRUMENTS, INC.
RETIREMENT SAVINGS TRUST AND PLAN
(Name of Plan)
Date: June 27, 2002 /s/ Mark J. Plush
---------------------------------
Mark J. Plush
Vice President and Chief Financial Officer
Keithley Instruments, Inc.