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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 27, 1995 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.)
26600 S.W. Parkway Avenue
Wilsonville, Oregon 97070
(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 non-
affiliates of the Registrant was approximately $1,562,135,114 at July 31,
1995.
At July 31, 1995 there were 33,380,920 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 3, 1995
1995 Annual Report to Shareholders Parts I, II and IV
PART I
Item 1. Business.
Tektronix is an Oregon corporation organized in 1946.
Its principal executive offices are located at 26600 S.W. Parkway
Avenue, Wilsonville, Oregon 97070, approximately 18 miles south
of Portland. Its telephone number is (503) 627-7111. References
herein to "Tektronix" or the "Company" are to Tektronix, Inc. and
its wholly-owned subsidiaries unless the context indicates
otherwise.
Tektronix' products cover a wide range of electronic
equipment. The Company's products may be grouped into three
classes of similar products as follows: (i) measurement business
products, (ii) color printing and imaging products and (iii)
video and networking products. Measurement business products
include digital and analog oscilloscopes, general purpose test
instruments, television waveform monitors, vectorscopes, signal
generators, logic analyzers, card-modular test instruments,
spectrum analyzers, cable testers, optical fiber testers,
cameras, probes and related products. Color printing and imaging
products include color printers and related products and
supplies. Video and networking products include studio
production equipment, signal processing and distribution
equipment, transmission systems, graphics terminals and related
products.
Products
________
The table below sets forth the contribution to total
net sales of the Company's product groupings for the last three
fiscal years (in thousands of dollars).
Measurement Color Printing Video and
Business and Imaging Networking Other
Products Products Products (2) Products (3)
_______________ _______________ _______________ ______________
Amount Percent Amount Percent Amount Percent Amount Percent
______ _______ ______ _______ ______ _______ ______________
1993 (1) $708,657 54.2% $248,413 19.0% $250,866 19.2% $98,703 7.6%
1994 (1) $671,042 50.6% $313,475 23.7% $241,832 18.3% $98,632 7.4%
1995 (1) $731,197 49.7% $455,041 30.9% $276,813 18.8% $ 8,727 .6%
__________
(1) During 1995 the Company acquired Microwave Logic, Inc. under a pooling
of interests, and the Company's financial results for 1993, 1994 and
1995 have been restated to include Microwave Logic's results for these
three fiscal years.
(2) This is a combination of the Video Systems and Network Displays products
groups which were reported as separate groups in 1994.
(3) The Other product grouping includes the historic net sales to third
parties by the non-strategic components and other business operations
that the Company divested in 1994 and 1995.
1
Measurement Business Products
_____________________________
Because of their wide range of capabilities,
measurement business products are used in a variety of
applications, including research, design, testing, installation,
manufacturing and service in the computer, military, commercial
aerospace, telecommunications, television, process control and
automotive industries.
Tektronix pioneered the development of high precision
oscilloscopes over 45 years ago, and the oscilloscope is the
Company's primary measurement product. Oscilloscopes are used by
engineers and technicians when an electrical signal needs to be
viewed, measured, tested or calibrated. Oscilloscopes are used
extensively in the computer, communications, aerospace and other
industries for design, manufacturing and maintenance. In
addition to electrical signals, oscilloscopes can be adapted to
measure mechanical motion (vibration), sound, light, heat,
pressure, strain and velocity.
Oscilloscopes produce graphic representations of
electrical signals on a cathode ray tube or other display device.
Normally, the display shows the signal as a graph of its
amplitude over a certain period of time, which may range from
minutes to less than a billionth of a second. Oscilloscopes
provide a convenient way to visually monitor and interpret analog
electrical fluctuations, mechanical motion and sound.
The development of the microprocessor and associated
growth in microprocessor-based devices stimulated both the
existing analog markets and new digital markets. In addition,
the microprocessor made possible significant improvements in
oscilloscope design and performance. Most of the oscilloscopes
and other measurement products manufactured by Tektronix feature
digital storage and conversion functions, programmable
operations, the ability to work in conjunction with personal
computers and workstations and combinations of these
capabilities. In addition, trends toward smaller microelectronic
devices have opened new segments for specialized measurement
equipment probes and other related equipment, such as connectors,
adapters and cards, and cameras and plotters to record displayed
waveforms.
Recently, Tektronix redesigned a substantial portion of
its oscilloscope product line to provide a consistent
"architecture" across products and to enhance ease of use.
Because the Company manufactures oscilloscopes in a wide range of
configurations, bandwidths and other performance characteristics
and in sizes ranging from hand-held to large laboratory units,
this redesign provides customers with reduced learning time and
higher productivity. The redesign also reduces the time required
by the Company to develop new products because many essential
2
user interface aspects have been standardized. Some elements of
this redesign also have been patented and provide the Company
with certain competitive advantages.
The Company also offers modular instruments delivered
on printed circuit cards that can be mixed and matched by
customers and plugged directly into the backplane of industry-
standard VXI-based card cages. These are controlled by personal
computers or workstations to form complete instrument systems
tailored to customers' particular requirements. A number of
measurement products are now available in the VXI standard, which
products are used primarily in manufacturing applications.
Tektronix has been instrumental in the development of VXI-based
hardware and software industry standards.
Measurement business products also include video and
audio test products. Video and audio test products include
vectorscopes, waveform monitors, signal generators, automated
test equipment, demodulators, aural modulation monitors and
synchronizers which are used primarily by the television industry
to test and display the quality of video and audio signals. The
resolution of images and the fidelity of sounds, as well as the
stability of the signals that carry them, are essential to
program quality. Tektronix' video and audio test products excel
at the many forms of test and measurement vital to creating and
maintaining signals of the highest quality.
Market changes are driving the development of new
categories of products from Tektronix. The proliferation of
electronic technology is requiring technicians and craftspeople
to use smart electronic tools for electronic problem detection in
areas such as automotive and electrical equipment repair and
maintenance. TekTools , Tektronix' line of hand-held, smart and
rugged products, are designed specifically for these markets.
Under the TekTools brand are a number of products such as a
family of Digital Multimeters and a new line of products, the
TekMeter family, that combine the functionality of a multimeter
and oscilloscope into one product, and a number of accessories.
An automotive version of the TekMeter has been developed for
automotive electronic troubleshooting and repair and is being
distributed to automotive service centers through third-party
distributors that specialize in distribution to the automotive
market. Currently, the TekTools product family includes products
priced from below $100 up to about $2,000.
While TekTools are battery powered portable products,
the Company also markets a line of lower priced benchtop basic
instruments such as frequency counters, multimeters, power
supplies and oscilloscopes under the Tek Bench trademark.
Applications include education, light manufacturing, electronic
troubleshooting and basic electronic design.
3
Other measurement business products include logic
analyzers, spectrum analyzers and cable and fiber optic testers.
Logic analyzers are a principal tool for electronic
designers, engineers and technicians in testing and trouble-
shooting computers, computer peripheral devices and digital
electronic systems and instruments. Logic analyzers capture,
display and examine streams of data coded as binary digits
(bits), which are transmitted simultaneously over many channels.
The Company's Digital Analysis System (DAS), a broad application
logic analyzer, combines logic analysis and pattern generation by
using card modular plug-in units to permit a range of performance
in one system. The DAS is also used by software engineers in the
development and optimization of microprocessor-based designs.
Spectum analyzers are used in communications and other
industries to display and measure signal amplitude versus
frequency rather than amplitude versus time (the latter being
what an oscilloscope displays). It is an essential tool used to
design, check and adjust communications transmitting and
receiving equipment.
Products designed for the telecommunications industry
play an increasingly important role in the Company's measurement
business portfolio. Tektronix is a leading supplier of a broad
range of test solutions for emerging networks, designed for
ensuring integrity and optimizing performance of networks, and
verifying design and assuring quality of communications
equipment. Cable testers and fiber optic testers use time-
domain-reflectometry techniques to locate faults in metallic and
fiber optic cables. Essentially, these instruments send signals
from one end of a cable and then measure the reflection time of
the signals to determine the location of the fault. Cable
testers and fiber optic testers are widely used in the
telecommunication and cable television industries. The Company
also has developed a series of products for SDH or SONET
transmission testing in the telecommunications industry. The
Company's recent acquisition of Microwave Logic, Inc.,
strengthens the Company's offerings in this product area.
Other measurement business products include digitizers,
signal sources, curve tracers and modular lines of general
purpose test instruments.
Color Printing and Imaging Products
___________________________________
Tektronix' color printing and imaging products include
color printers and related products and supplies.
Color printers produce full color hard copies of images
produced by personal computers, workstations and terminals. Most
of the Company's printers are compatible with the Postscript
4
industry standard page description language, which specifies how
an image is transferred to hard copy. By adopting the Postscript
standard, color printers can be used in conjunction with a wide
range of third-party graphics software. Tektronix produces color
printers using thermal wax, solid ink jet, liquid ink jet, dye
sublimation and laser technologies. The printers are controlled
by software designed and implemented by the Company. Tektronix
has developed proprietary technology that uses solid sticks of
ink, of the Company's own formulation, that are melted and then
jetted onto the paper. This technology produces vivid and stable
images, allows printing on plain rather than coated paper and can
be applied to a wide range of sizes and gauges of paper.
The use of color in computing and printing has been
stimulated by enhancements in the underlying microprocessor
technology of personal computers and workstations, by
increasingly larger system and peripheral storage capabilities,
and by enhancements in computer display capability. As personal
computers increasingly become capable of displaying images
(instead of just characters), there has been an accompanying
growth in demand for printers that can print such images in
color.
Tektronix has been manufacturing and selling color
printers for over ten years. Early users were graphics artists,
engineers and scientists. More recently workgroup office users
have also become significant users of the Company's color
printers.
In March of 1995, the Company introduced its Phaser
340, a new desktop color printer that provides a high print speed
on virtually any office paper. The Phaser 340 printer combines
laser-class speed and solid-ink simplicity intended to broaden
the appeal of color for the average business user and help move
color into the office printing environment.
While the market for color printers is currently
growing rapidly, it is still much smaller than the market for
monochrome printers. Moreover, it is characterized by intense
and increasing competition, resulting in a competitive pricing
environment. Because the market for color hard copy is still
small compared to the market for monochrome printers,
distribution of products from manufacturer to end user is less
efficient. The Company expects distribution channels to expand
as color hard copy becomes a more prominent feature in computer
applications.
Also included in color printing and imaging products
are supplies for use with the Company's color printers, including
inks, ribbons and paper. These supplies are a very significant
source of ongoing color printing and imaging revenue.
5
Video and Networking Products
_____________________________
The increasing use of television to communicate a broad
array of information and entertainment has created markets for a
number of products that support the development of "content" for
distribution by television signals. As television distribution
systems become more powerful, there is greater potential for
increased usage via integration of computer applications with
television. Those trends, coupled with the increasing use of
cable and satellite to distribute content, are expanding the
market for Tektronix' video products. These trends may result in
increased demand for lower cost production products based on
industry standard platforms and for systems that support the
development and distribution of new forms of content.
Most video products are from The Grass Valley Group,
Inc. ("Grass Valley"), a wholly-owned subsidiary of the Company
based in California that manufactures products used by the
television industry for program production and distribution.
Grass Valley products include studio production equipment, signal
processing and distribution equipment and transmission systems.
Studio production equipment is used in the creative process of
television program production and assembly. Production equipment
products include production switchers, special effects devices
and editing controllers. Production switchers allow an operator
to select signals from various sources, such as cameras, video
tape recorders and network or remote transmissions, and to
combine these signals into the continuous program seen by the
viewing audience. Signal processing and distribution equipment
is used in the process of moving signals within a television
production facility or between facilities. Such equipment
includes routing switchers, amplifiers, timing systems and signal
conversion devices. Transmission systems are used in the process
of transporting signals between facilities. Transmission system
products include fiber optic video transmitter/receiver systems,
digital video coders/decoders, cross-connect switches and
interactive conferencing systems including distance learning
systems. Grass Valley's customers include the television
networks, local television stations, post-production houses
(which assemble commercials and television programs from recorded
footage), telephone and cable companies and corporate and
educational users. In 1995 Grass Valley sold its electronic
graphics systems business to Digital GraphiX, Inc. (formerly New
Microtime Inc.) but it continues to distribute these products
under a distribution agreement with Digital GraphiX.
In June 1995 the Company acquired Lightworks Editing
Systems Limited, a United Kingdom company, and Lightworks Editing
System, Inc., a California corporation ("Lightworks").
Lightworks designs, manufactures and distributes non-linear
editing systems used for film and video editing.
6
Video products include the Company's new Profile
product which is a disk-based, multi-channel video storage and
playback system. In contrast to conventional tape storage
technology, the Profile system provides instant access to stored
video images and better reliability due to the durability of the
media.
The Company's major networking product line is its X
terminals, which are standards-based graphics terminals that also
provide multiple windowing and networking capability. The
Company's X terminals connect users with a host computer and
other devices, such as a printer, that make up a computing
system. Many X terminal applications involve a central "server"
(containing applications and data) connected to multiple
terminals, thereby allowing a number of users to access those
applications and data. The Company no longer manufactures its
older line of proprietary graphics terminals, but it still has a
service business for its installed base for such products. This
service business has continually declined as the installed base
of these proprietary graphics terminals declines.
X terminal products are based on standard architecture
originally developed by the Massachusetts Institute of
Technology. As a result, it is difficult for any manufacturer to
develop a proprietary advantage in either the underlying hardware
or in elements of the operating system. As a result, competition
in the X terminals market is intense. The Company's graphics
terminals have historically been used in technical applications
such as mechanical engineering design, drafting and mapping. As
a result, the Company has enjoyed a strong position in the
technical and scientific segments of the market. Recently, the
market has expanded and shifted to commercial applications from
scientific and engineering applications. In accordance with this
trend, recent additions to the Company's X terminal product line
focus on new commercial and business applications, as well as
engineering applications. Commercial customers now account for a
major portion of the Company's X terminal revenues.
Networking products include WinDD software that
provides Microsoft Windows access to the UNIX desktop.
Manufacturing
_____________
During 1994, the Company sold its integrated circuits
operation to Maxim Integrated Products, Inc. and transferred its
hybrid circuits operation to a joint venture with Maxim, and in
early 1995 completed the sale of approximately 65% of the stock
of its printed circuit board operation in the initial public
offering of Merix Corporation. As a result of these activities
and other recent component operation divestitures, the Company's
manufacturing operations are no longer highly integrated. The
Company has entered into supply agreements with each of the
7
companies now operating the respective component operations and,
as a result, believes that the Company will be able to acquire
the required components as needed. Other companies also
manufacture special components for Tektronix.
Tektronix also purchases raw materials, components,
data processing equipment and computer peripheral devices for use
in its products and systems. Such purchased materials and
components are generally available to Tektronix as needed.
Although shortages of such items have been experienced from time
to time, Tektronix believes that such shortages will not have a
material adverse effect on the Company.
Tektronix owns substantially all of its manufacturing
facilities. Its primary manufacturing facilities are located in
or near the Portland, Oregon metropolitan area. Some of
Tektronix' products, components and accessories are assembled in
the Peoples Republic of China and in Hong Kong. Tektronix
recently completed a previously announced plan to transform its
Heerenveen plant from a manufacturing operation to a logistics
center. Grass Valley's products are manufactured near Grass
Valley, California. See Item 2, "Properties" for a more detailed
description of the Company's manufacturing facilities.
Certain Tektronix products are assembled for the Asian
market at plants in Tokyo and Gotemba, Japan by Sony/Tektronix
Corporation, a Japanese corporation equally owned by Tektronix
and Sony Corporation. Sony/Tektronix also designs and
manufactures small, lightweight portable oscilloscopes, benchtop
semiconductor testers and digitizers in Japan for sale worldwide.
Sales and Distribution
______________________
Tektronix maintains its own worldwide sales engineering
and field maintenance organization, staffed with technically
trained personnel. Sales in the United States, Canada, Brazil,
the United Kingdom, Germany, France, Italy, Spain, The
Netherlands, Belgium, Sweden, Denmark, Norway, Finland,
Switzerland, The Republic of Ireland, Australia, Austria, Hong
Kong, Taiwan, Singapore and Mexico are made primarily through
field offices of the Company and its subsidiaries located in
principal market areas. Sales of Tektronix products in the
Peoples Republic of China are made through liaison offices of a
Hong Kong subsidiary of the Company. Sales of joint venture
products in the Peoples Republic of China are made by three
companies which are joint ventures between Tektronix and three
different Peoples Republic of China corporations. Except for
Grass Valley products, sales in Japan are made by Sony/Tektronix
Corporation. Sales in India are made by Hinditron Tektronix
Instruments, Ltd., an Indian company which is 62% owned by
Tektronix. Many of the Company's products are sold in whole or
in part through independent distributors throughout the United
8
States and in some other countries. Certain of the Company's
independent distributors also sell products manufactured by the
Company's competitors. In some countries, all sales are made
either directly by Tektronix or by independent representatives to
whom Tektronix provides direct technical and administrative
assistance. A number of the Tektronix field offices also perform
major maintenance and reconditioning operations.
Tektronix' principal customers are electronic and
computer equipment manufacturers, private industrial concerns
engaged in commercial or governmental projects, military and
nonmilitary agencies of the United States and of foreign
countries, public utilities, educational institutions, radio and
television stations and networks, graphics arts companies and
users of sophisticated office products. Certain products are
sold both to equipment users and to original equipment
manufacturers.
During the last fiscal year, United States Government
agencies accounted directly for approximately two percent of
Tektronix' consolidated sales as compared with approximately
three percent for the prior year. During the last five years,
direct sales to United States Government agencies ranged from two
to six percent. The balance of sales during each year was
distributed among several thousand other customers, with no other
single customer accounting for as much as three percent. The
Company believes that sales directly related to United States
Government expenditures (excluding sales to the United States
Government) were approximately three percent of Tektronix'
consolidated sales for the last fiscal year. Contracts involving
the United States Government are subject, as is customary, to
termination by the Government at its convenience.
Most Tektronix product sales are sold as standard
catalog items. Tektronix attempts to fill its orders as promptly
as possible. At May 27, 1995, Tektronix' unfilled product orders
amounted to approximately $165 million, as compared to
approximately $108 million at May 28, 1994. Tektronix expects
that substantially all unfilled product orders at May 27, 1995
will be filled during its current fiscal year. Orders received
by the Company are subject to cancellation by the customer.
International Sales
___________________
The following table sets forth the breakdown between
U.S. and international sales, based upon purchaser location, for
each of the last three fiscal years (in thousands of dollars):
9
U.S. Sales International Sales
___________________ ___________________
Amount Percent Amount Percent
______ _______ ______ _______
1993 $717,995 54.9% $588,644 45.1%
1994 $743,794 56.1% $581,187 43.9%
1995 $755,079 51.3% $716,699 48.7%
See "Business Segments" in the Notes to Consolidated Financial
Statements at page 33 of the Company's 1995 Annual Report to
Shareholders, containing information on sales, operating income
and assets by geographic area based upon the location of the
seller, which is hereby incorporated by reference.
Tektronix products are sold worldwide. European sales
are made principally in Germany, France, the United Kingdom,
Switzerland, Italy, Spain, Sweden, The Netherlands and Austria.
Other international sales are principally in Japan, Korea, Canada
and Australia. International sales include both export sales
from the United States and sales by foreign subsidiaries.
Fluctuating exchange rates and other factors beyond the control
of Tektronix, such as the stability of international monetary
conditions, tariff and trade policies and domestic and foreign
tax and economic policies, affect the level and profitability of
international sales. The Company is unable to predict the effect
of these factors on its business. The Company hedges against
certain currency exposures in order to minimize their impact.
Research and Development
________________________
Tektronix operates in an industry characterized by
rapid technological change and research and development are
important elements in its business. Expenditures during fiscal
years ended May 29, 1993, May 28, 1994 and May 27, 1995 for
research and development amounted to approximately $158,345,000,
$154,263,000 and $164,307,000, respectively. Almost all of these
funds were Company-generated.
Research and development activities are conducted by
research and design groups and specialized product development
groups within the three operating divisions. These activities
include: (i) research on basic devices and techniques (ii) the
design and development of products and components and specialized
equipment and (iii) the development of processes needed for
production. Most of Tektronix' research and development is
devoted to enhancing and developing its own products.
Patents
_______
It is Tektronix' policy to seek patents in the United
States and appropriate foreign countries for its significant
patentable developments. However, electronic equipment as
complex as most Tektronix products is generally not patentable in
10
its entirety. The Company believes that its business is not
dependent to any material extent upon any particular patent or
group of patents or upon any licensing arrangement.
Competition
___________
The electronics industry continues to become more
competitive, both in the United States and abroad. Primary
competitive factors are product performance, technology, customer
service, product availability and price. Tektronix believes that
its reputation in the marketplace is also a significant positive
competitive factor. With respect to many of its products, the
Company competes with companies that have substantially larger
resources.
Tektronix is the world's largest manufacturer of
oscilloscopes and no single competitor offers as complete a line.
Tektronix is the leading manufacturer of test and measurement
equipment for the television industry. Tektronix competes with a
number of companies in specialized areas of other test and
measurement products, and it competes with one large company that
sells a broad line of test and measurement products.
Tektronix is a leader in the market for workgroup color
printers and the leader in dye sublimation, liquid ink jet, solid
ink jet and thermal wax color printers.
Tektronix competes with a number of electronics firms
that manufacture specialized equipment for the television
industry, both with respect to its television test and
measurement products and the products of Grass Valley. Grass
Valley is the leading manufacturer of high-performance production
switchers, a leading manufacturer of high-performance
distribution/processing equipment and a significant factor in its
other markets.
Tektronix is the third leading supplier of X terminals.
Employees
_________
At May 27, 1995, Tektronix had 7,619 employees, of whom
1,467 were located in foreign countries. Tektronix' employees in
the United States and most foreign countries are not covered by
collective bargaining agreements. The Company believes that
relations with its employees are good.
Environment
___________
The Company's facilities are subject to numerous laws
and regulations concerning the discharge of materials into the
environment, or otherwise relating to protection of the
environment. Compliance with these laws has not had and is not
11
expected to have a material effect upon the capital expenditures,
earnings or competitive position of the Company.
Executive Officers of the Company
_________________________________
The following are the executive officers of the
Company:
Has Served As
An Executive
Officer of
Name Position Age Tektronix Since
____ ________ ___ _______________
Jerome J. Meyer Chairman of the 57 1990
Board, Chief
Executive Officer
and President
William D. Walker Vice Chairman of 64 1992 (also
the Board, Director served in
1990 and
from 1969
to 1984)
John P. Karalis Senior Vice President, 57 1992
Corporate Development
and Secretary
Carl W. Neun Senior Vice President 51 1993
and Chief Financial
Officer
Lucie J. Fjeldstad Vice President and 51 1995
President, Video and
Networking Division
Gerald Perkel Vice President and 39 1995
President, Color
Printing and
Imaging Division
Daniel Terpack Vice President and 54 1993
President, Measurement
Business Division
Rudi Lamprecht Vice President and 46 1994
President, European
Operations
Timothy E. Vice President and 42 1991
Thorsteinson President, Pacific
Operations
12
Has Served As
An Executive
Officer of
Name Position Age Tektronix Since
____ ________ ___ _______________
John W. Vold Vice President and 65 1991
President, Americas
Operations
The executive officers are elected by the board of
directors of the Company at its annual meeting. Executive
officers hold their positions until the next annual meeting or
until their successors are elected, or until such tenure is
terminated by death, resignation or removal in the manner
provided in the bylaws. There are no arrangements or
understandings between executive officers or any other person
pursuant to which the executive officers were elected and none of
the executive officers are related.
All of the executive officers named have been employed
by Tektronix in management positions for the last five years
except: Mr. Jerome J. Meyer who joined Tektronix in 1990 and
prior to that time served as President of the industrial business
of Honeywell, Inc. ("Honeywell") (from 1988 to 1990), President
and Chief Executive Officer of Honeywell Bull, Inc., now known as
Bull HN Information Systems, Inc. (from 1987 to 1988) and a Vice
President of Honeywell (from 1986 to 1987); Mr. John W. Vold who
joined Tektronix in 1991 and from 1987 to 1991 was Executive Vice
President of Bull HN Information Systems, Inc., and prior to that
time was Vice President of the Airborne Products Division of
Unisys Corporation; Mr. Timothy E. Thorsteinson who joined
Tektronix in 1991 and from 1990 to 1991 was Director of Quality
Performance of National Semiconductor Corporation ("National
Semiconductor") and prior to that time held a number of
management positions in human resources management at National
Semiconductor; Mr. John P. Karalis who joined Tektronix in 1992
and prior to that time was with the law firm of Brown and Bain
(from 1989 to 1992) and Vice President and General Counsel of
Apple Computer, Inc. (from 1987 to 1989); Mr. Carl W. Neun who
joined Tektronix in 1993 and prior to that time served as Senior
Vice President of Administration and Chief Financial Officer of
Conner Peripherals, Inc., (from 1987 to 1993); Ms. Lucie
Fjeldstad who joined Tektronix in 1995 and prior to that time was
President and CEO of Fjeldstad International (from 1993 to 1995)
and Vice President and General Manager, Multimedia of IBM
Corporation (from 1990 to 1993); Mr. Rudi Lamprecht who joined
Tektronix in 1993 and prior to that time was Sales Manager Europe
for the Computer Systems Organization of Hewlett-Packard Company;
and Mr. William D. Walker, who is not an employee of the Company
and has been a director of the Company since 1980.
13
Item 2. Properties.
A brief description of the location and general
characteristics of the significant properties occupied by
Tektronix in August of 1995 is set forth below. Tektronix
believes that its operations are in compliance in all material
respects with requirements relating to environmental quality and
energy conservation.
Tektronix owns a 265-acre industrial park (the "Howard
Vollum Park") near Beaverton, Oregon. The Howard Vollum Park
includes 23 buildings arranged in a campus-like setting and
containing an aggregate of approximately 2.6 million gross square
feet of enclosed floor space. A substantial portion of the
Company's product manufacturing and administrative activities are
located at Howard Vollum Park. The Company's measurement
business products are manufactured primarily at Howard Vollum
Park. The Company leases certain excess space at the Howard
Vollum Park to other corporations.
The Company's Color Printing and Imaging Division,
Network Displays operation and corporate headquarters occupy
three buildings containing approximately 596,000 square feet on a
167-acre tract owned by the Company in Wilsonville, Oregon,
approximately 16 miles south of Howard Vollum Park. An
additional 192,000 square foot building on the Company's
Wilsonville property is leased to another corporation.
All of the buildings described above were constructed
after 1957 and are maintained in good condition. Warehouses,
production facilities and other critical operations are protected
by fire sprinkler installations. Most manufacturing, office and
engineering areas are air-conditioned. The Company believes that
its facilities described above are adequate for their intended
uses. Capacity utilization within the Company varies between
product area but, in general, the Company has the capacity to
increase production substantially without adding significant
plant capacity.
Tektronix owns a 240-acre site six miles east of
Vancouver, Washington (Vancouver is across the Columbia River
from Portland, Oregon). The Company has leased the
485,000-square foot manufacturing facility that is situated on
the site to another corporation. The property is surplus and the
Company is attempting to sell it.
Grass Valley's operating facilities are primarily
housed in ten buildings containing a total of approximately
190,000 square feet of floor space on a 320-acre site owned by
Grass Valley near Grass Valley, California, and three buildings
containing a total of approximately 151,000 square feet on Grass
Valley's 116-acre tract of land in the neighboring town of Nevada
City. The Company intends to consolidate these operations on the
Nevada City site, and the 320-acre Grass Valley site is currently
14
offered for sale. Grass Valley leases approximately 53,000 square
feet for sales offices, primarily in the United States.
A 109,000 square foot plant owned by Tektronix is
located on 23 acres of land in Heerenveen, The Netherlands.
Tektronix also owns a seven-acre site in Hoddesdon,
England, with manufacturing buildings containing about 47,000
square feet which is leased to another corporation. Tektronix is
attempting to sell this facility.
A domestic field office in Chicago, Illinois,
consisting of approximately 60,000 square feet, is owned by
Tektronix. All other Tektronix U.S. field offices, aggregating
approximately 217,000 square feet, are leased.
Field offices near London (83,000 square feet) and
Sydney, Australia (23,000 square feet) are located in buildings
owned by the Company. Field offices in other foreign countries
occupy leased premises.
Item 3. Legal Proceedings.
During this year's fourth quarter the Company settled
the claims asserted against it by Mr. Jerome J. Lemelson as
described in Item 3. of the Company's 10-K Report for 1994.
There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The information required by this item is included on
page 38 of the Company's 1995 Annual Report to Shareholders and
is incorporated herein by reference.
Item 6. Selected Financial Data.
The information required by this item is included on
page 39 of the Company's 1995 Annual Report to Shareholders and
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
15
The information required by this item is included on
pages 23 through 26 of the Company's 1995 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is included on
pages 27 through 38 of the Company's 1995 Annual Report to
Shareholders and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item regarding
directors is included under "Board of Directors" and "Election of
Directors" on pages 3 to 7 of the Company's Proxy Statement dated
August 3, 1995.
The information required by this item regarding
officers is contained under "Executive Officers of the Company"
in Item 1 of Part I hereof.
The information required by Item 405 of Regulation S-K
is included under "Compliance with Section 16(a) of the Exchange
Act" on page 26 of the Company's Proxy Statement dated August 3,
1995.
Item 11. Executive Compensation.
The information required by this item is included under
"Directors' Compensation" and "Executive Compensation" on pages 7
to 13 of the Company's Proxy Statement dated August 3, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information required by this item is included under
"Ownership of Shares" and "Election of Directors" on page 2 and 4
to 7 of the Company's Proxy Statement dated August 3, 1995.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
16
(a) (1) Financial Statements.
____________________
The following documents are included in the
Company's 1995 Annual Report to Shareholders at the pages
indicated and are incorporated herein by reference:
Page in 1995 Annual
Report to Shareholders
______________________
Independent Auditors' Report 27
Consolidated Statements of Operations 28
Consolidated Balance Sheets 29
Consolidated Statements of Cash Flows 30
Consolidated Statements of Shareholders' 31
Equity
Notes to Consolidated Financial Statements 32 to 38
(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 is included in the Notes to
Consolidated Financial Statements appearing in the Company's
Annual Report to Shareholders.
(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-Q
dated April 6, 1995, 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. Indenture incorporated by reference
to Exhibit 4(i) of Form 10-K dated August
22, 1990, SEC File No. 1-4837.
17
(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) Restated Operating Performance Incentive
Plan, as amended. Incorporated by
reference to Exhibit (10)(i) of Form 10-Q
dated April 15, 1988, SEC File No. 1-4837.
(ii) 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.
(iii) 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.
(iv) 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.
(v) Restated Deferred Compensation Plan.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated December 20, 1984, SEC
File No. 1-4837.
(vi) Retirement Equalization Plan, as amended.
Incorporated by reference to Exhibit
10(vii) of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.
(vii) Severance Agreement entered into between
the Company and its named officers.
Incorporated by reference to Exhibit
10(viii)of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.
(viii) 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, 1993, SEC File No. 1-4837.
(ix) Executive Severance Agreement.
(x) Retention Incentive Agreement. Incorporated
by reference to Exhibit 10(x) of Form 10-K
dated August 11, 1994, SEC File No. 1-4837.
18
(xi) Executive Compensation and Benefits
Agreement 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.
(xii) Executive Compensation and Benefits
Agreement 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.
(xiii) Executive Compensation and Benefits
Agreement dated as of November 1, 1993.
(xiv) 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.
(xv) Non-Employee Directors' Deferred
Compensation Plan, as amended.
(xvi) Non-Employee Directors Stock Compensation
Plan
(xvii) Executive Severance Agreement, as amended.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated October 7, 1994, SEC File
No. 1-4837.
(xviii) Amendment to Supplemental Executive
Retirement Agreement. Incorporated by
reference to Exhibit 10(ii) of Form 10-Q
dated October 7, 1994, SEC File No. 1-4837.
(13) Portions of the 1995 Annual Report to
Shareholders that are incorporated herein
by reference.
(21) Subsidiaries of the registrant.
(23) Independent Auditors' Consent.
(24) Powers of Attorney.
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the last
quarter of the period covered by this Report.
19
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/ CARL W. NEUN
_____________________
Carl W. Neun
Senior Vice President and
Chief Financial Officer
Dated: August 9, 1995
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Capacity Date
_________ ________ ____
JEROME J. MEYER* Chairman, Chief August 9, 1995
Jerome J. Meyer Executive Officer,
and President
CARL W. NEUN Senior Vice President August 9, 1995
Carl W. Neun and Chief Financial
Officer, Principal
Financial and
Accounting Officer
A. GARY AMES* Director August 9, 1995
A. Gary Ames
PAUL C. ELY, JR.* Director August 9, 1995
Paul C. Ely, Jr.
A.M. GLEASON* Director August 9, 1995
A. M. Gleason
20
Signature Capacity Date
_________ ________ ____
WAYLAND R. HICKS* Director August 9, 1995
Wayland R. Hicks
KEITH R. MCKENNON* Director August 9, 1995
Keith R. McKennon
MERRILL A. MCPEAK* Director August 9, 1995
Merrill A. McPeak
JEAN VOLLUM* Director August 9, 1995
Jean Vollum
WILLIAM D. WALKER* Director August 9, 1995
William D. Walker
*By JOHN P. KARALIS August 9, 1995
John P. Karalis
as attorney-in-fact
21
EXHIBIT LIST
(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-Q
dated April 6, 1995, 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. 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) Restated Operating Performance Incentive
Plan, as amended. Incorporated by
reference to Exhibit (10)(i) of Form 10-Q
dated April 15, 1988, SEC File No. 1-4837.
(ii) 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.
(iii) 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.
(iv) 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.
(v) Restated Deferred Compensation Plan.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated December 20, 1984, SEC
File No. 1-4837.
(vi) Retirement Equalization Plan, as amended.
Incorporated by reference to Exhibit
10(vii) of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.
(vii) Severance Agreement entered into between
the Company and its named officers.
Incorporated by reference to Exhibit
10(viii)of Form 10-K dated August 18, 1993,
SEC File No. 1-4837.
(viii) 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, 1993, SEC File No. 1-4837.
(ix) Executive Severance Agreement.
(x) Retention Incentive Agreement. Incorporated
by reference to Exhibit 10(x) of Form 10-K
dated August 11, 1994, SEC File No. 1-4837.
(xi) Executive Compensation and Benefits
Agreement 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.
(xii) Executive Compensation and Benefits
Agreement 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.
(xiii) Executive Compensation and Benefits
Agreement dated as of November 1, 1993.
(xiv) 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.
(xv) Non-Employee Directors' Deferred
Compensation Plan, as amended.
(xvi) Non-Employee Directors Stock Compensation
Plan
(xvii) Executive Severance Agreement, as amended.
Incorporated by reference to Exhibit 10(i)
of Form 10-Q dated October 7, 1994, SEC File
No. 1-4837.
(xviii) Amendment to Supplemental Executive
Retirement Agreement. Incorporated by
reference to Exhibit 10(ii) of Form 10-Q
dated October 7, 1994, SEC File No. 1-4837.
(13) Portions of the 1995 Annual Report to
Shareholders that are incorporated herein
by reference.
(21) Subsidiaries of the registrant.
(23) Independent Auditors' Consent.
(24) Powers of Attorney.
(27) Financial Data Schedule.