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Full Doc
 | 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (173K)
Doc #1153195: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
HERCO TECHNOLOGY CORP.,
THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO,
TERADYNE, INC., AND
T-H ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
. . .
1153195
|
Teradyne
As referenced in this Agreement and Plan of Reorganization:
TERADYNE, INC. – OF REORGANIZATION (HERCO)
<TEXT>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
HERCO TECHNOLOGY CORP.,
THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO,
TERADYNE, INC. , AND
T-H ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
----
ARTICLE I -- DEFINITIONS.................................................... 1
1.01. DEFINITIONS....................................................... 1
ARTICLE II --
_____________
Teradyne, Inc. – OR REORGANIZATION
AGREEMENT dated as of August 1, 2000 among Herco Technology Corp., a
California corporation (the "COMPANY"); the stockholders of the Company listed
on the signature pages hereto ("SELLERS"); Teradyne, Inc. , a Massachusetts
corporation ("BUYER"); and T-H Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Buyer ("MERGER SUB").
W I T N E S S E T
_____________
Teradyne, Inc. – All notices, requests and other communications to
either party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to Buyer or Merger Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
William B. Asher, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
_____________
TERADYNE, INC. – on
behalf of such party.
- 49 -
<PAGE> 54
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
TERADYNE, INC.
By: /s/ Stuart M. Osattin
---------------------------------------
Name: Stuart M. Osattin
Title: Vice President
T-H Acquisition Corporation
By: /s/ Stuart M. Osattin
---------------------------------------
Name: Stuart M. Osattin
Title: President
Herco Technology
_____________
dt 1459761
;
Teradyne
As referenced in this Agreement and Plan of Reorganization:
TERADYNE, INC. – OF REORGANIZATION (HERCO)
<TEXT>
<PAGE> 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
HERCO TECHNOLOGY CORP.,
THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO,
TERADYNE, INC. , AND
T-H ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
----
ARTICLE I -- DEFINITIONS.................................................... 1
1.01. DEFINITIONS....................................................... 1
ARTICLE II --
_____________
Teradyne, Inc. – OR REORGANIZATION
AGREEMENT dated as of August 1, 2000 among Herco Technology Corp., a
California corporation (the "COMPANY"); the stockholders of the Company listed
on the signature pages hereto ("SELLERS"); Teradyne, Inc. , a Massachusetts
corporation ("BUYER"); and T-H Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Buyer ("MERGER SUB").
W I T N E S S E T
_____________
Teradyne, Inc. – All notices, requests and other communications to
either party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to Buyer or Merger Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
William B. Asher, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
_____________
TERADYNE, INC. – on
behalf of such party.
- 49 -
<PAGE> 54
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
TERADYNE, INC.
By: /s/ Stuart M. Osattin
---------------------------------------
Name: Stuart M. Osattin
Title: Vice President
T-H Acquisition Corporation
By: /s/ Stuart M. Osattin
---------------------------------------
Name: Stuart M. Osattin
Title: President
Herco Technology
_____________
dt 1459775
;
|
 Luce Forward
As referenced in this Agreement and Plan of Reorganization:
Luce, Forward – without regard to any other item of
income, gain, loss deduction or credit.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SELLERS' COUNSEL" means the law firm of Luce, Forward , Hamilton &
Scripps, LLP, San Diego, CA.
"STUB PERIOD" shall mean the period from January 1, 2000 through the
date immediately preceding the Closing Date.
"SUBSIDIARY" means any entity
_____________
Luce, Forward – of
this Agreement and all other closing documents that they may reasonably request,
all in form and substance reasonably satisfactory to them.
(d) Sellers shall have received an opinion of Luce, Forward , Hamilton &
Scripps, LLP to the effect, among other matters, that no gain or loss will be
recognized for federal income tax purposes by a Seller as a result
_____________
Luce, Forward – MA 02110
Telecopy: (617) 248-7100
if to the Company, to:
Herco Technology Corp.
13330 Evening Creek Drive North
San Diego, CA 92128
Attn: President
Telecopy:
with a copy to:
Luce, Forward , Hamilton & Scripps, LLP
600 West Broadway, Suite 2600
- 47 -
<PAGE> 52
San Diego, CA 92101
Attn: Robert Copeland
Telecopy: (619) 645-5332
if to a Seller:
_____________
dt 1475106
;
Testa Hurwitz
As referenced in this Agreement and Plan of Reorganization:
Testa, Hurwitz – 07.
"BALANCE SHEET DATE" means June 30, 2000.
"BUYER STOCK" means the common stock of Buyer, $0.125 par value per
share.
"BUYER'S COUNSEL" means the law firm of Testa, Hurwitz & Thibeault,
LLP, Boston, Massachusetts.
"CLOSING DATE" means the date of the Closing.
<PAGE> 6
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common
_____________
Testa, Hurwitz – of the regulations promulgated under
Section 368 of the Code.
2.03 THE CLOSING. The closing (the "CLOSING") of the transactions
contemplated hereby shall take place at the offices of Testa, Hurwitz &
Thibeault, LLP in Boston, Massachusetts as soon as possible, but in no event
later than five (5) business days after satisfaction or waiver of the conditions
set forth
_____________
Testa, Hurwitz – if to Buyer or Merger Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
William B. Asher, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Telecopy: (617) 248-7100
if to the Company, to:
Herco Technology Corp.
13330 Evening Creek Drive North
San Diego, CA
_____________
dt 1360975
|
| Preview
Full Doc
| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (166K)
Doc #1153199: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
PERCEPTION LAMINATES, INC.,
ROBERT HERRING, SR.,
TERADYNE, INC., AND
T-P ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
. . .
1153199
|
Teradyne
As referenced in this Agreement and Plan of Reorganization:
TERADYNE, INC. – DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION (PERCEPTION)
<TEXT>
<PAGE> 1
EXHIBIT 2.3
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
PERCEPTION LAMINATES, INC.,
ROBERT HERRING, SR.,
TERADYNE, INC. , AND
T-P ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
----
ARTICLE I -- DEFINITIONS.....................................................1
1.01. Definitions........................................................1
ARTICLE II --
_____________
Teradyne, Inc. – of August 1, 2000 among Perception Laminates, Inc.,
d.b.a. Synthane Taylor, a California corporation (the "COMPANY"); the
stockholder of the Company listed on the signature pages hereto ("SELLER");
Teradyne, Inc. , a Massachusetts corporation ("BUYER"); and - T-P Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Buyer
("MERGER SUB").
WITNESSETH:
WHEREAS, Buyer desires to obtain from Seller all
_____________
Teradyne, Inc. – All notices, requests and other communications to either
party hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
if to Buyer or Merger Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
-46-
<PAGE> 51
William B. Asher, Jr., Esq.
Testa, Hurwitz &
_____________
TERADYNE, INC. – on
behalf of such party.
-49-
<PAGE> 54
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
TERADYNE, INC.
By: /s/ Stuart M. Osattin
------------------------------
Name: Stuart M. Osattin
Title: Vice President
T-P ACQUISITION CORPORATION
By: /s/ Stuart M. Osattin
------------------------------
Name: Stuart M. Osattin
Title: President
PERCEPTION LAMINATES,
_____________
dt 1459762
;
Teradyne
As referenced in this Agreement and Plan of Reorganization:
TERADYNE, INC. – DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION (PERCEPTION)
<TEXT>
<PAGE> 1
EXHIBIT 2.3
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
PERCEPTION LAMINATES, INC.,
ROBERT HERRING, SR.,
TERADYNE, INC. , AND
T-P ACQUISITION CORPORATION
DATED AS OF AUGUST 1, 2000
<PAGE> 2
TABLE OF CONTENTS
PAGE
----
ARTICLE I -- DEFINITIONS.....................................................1
1.01. Definitions........................................................1
ARTICLE II --
_____________
Teradyne, Inc. – of August 1, 2000 among Perception Laminates, Inc.,
d.b.a. Synthane Taylor, a California corporation (the "COMPANY"); the
stockholder of the Company listed on the signature pages hereto ("SELLER");
Teradyne, Inc. , a Massachusetts corporation ("BUYER"); and - T-P Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Buyer
("MERGER SUB").
WITNESSETH:
WHEREAS, Buyer desires to obtain from Seller all
_____________
Teradyne, Inc. – All notices, requests and other communications to either
party hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
if to Buyer or Merger Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
-46-
<PAGE> 51
William B. Asher, Jr., Esq.
Testa, Hurwitz &
_____________
TERADYNE, INC. – on
behalf of such party.
-49-
<PAGE> 54
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
TERADYNE, INC.
By: /s/ Stuart M. Osattin
------------------------------
Name: Stuart M. Osattin
Title: Vice President
T-P ACQUISITION CORPORATION
By: /s/ Stuart M. Osattin
------------------------------
Name: Stuart M. Osattin
Title: President
PERCEPTION LAMINATES,
_____________
dt 1459776
;
|
Luce Forward
As referenced in this Agreement and Plan of Reorganization:
Luce, Forward – regard to any other item of income,
gain, loss deduction or credit.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SELLER'S COUNSEL" means the law firm of Luce, Forward , Hamilton & Scripps,
LLP, San Diego, CA.
"STUB PERIOD" shall mean the period from January 1, 2000 through the date
immediately preceding the Closing Date.
"SUBSIDIARY" means any entity
_____________
Luce, Forward – other closing documents that they may reasonably request, all
in form and substance reasonably satisfactory to them.
-40-
<PAGE> 45
(d) Seller shall have received an opinion of Luce, Forward , Hamilton &
Scripps, LLP to the effect, among other matters, that no gain or loss will be
recognized for federal income tax purposes by Seller as a result of
_____________
Luce, Forward – Boston, MA 02110
Telecopy: (617) 248-7100
if to the Company, to:
Perception Laminates, Inc.
1400 Arrow Highway
La Vern, CA 91750-5219.
Attn: President
Telecopy:
with a copy to:
Luce, Forward , Hamilton & Scripps, LLP
600 West Broadway, Suite 2600
San Diego, CA 92101
Attn: Robert Copeland
Telecopy: (619) 645-5332
if to Seller:
at his address shown in
SCHEDULE
_____________
dt 1475107
;
Testa Hurwitz
As referenced in this Agreement and Plan of Reorganization:
Testa, Hurwitz – 07.
"BALANCE SHEET DATE" means June 30, 2000.
"BUYER STOCK" means the common stock of Buyer, $0.125 par value per share.
"BUYER'S COUNSEL" means the law firm of Testa, Hurwitz & Thibeault, LLP,
Boston, Massachusetts.
"CLOSING DATE" means the date of the Closing.
<PAGE> 6
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the common
_____________
Testa, Hurwitz – of the regulations promulgated under
Section 368 of the Code.
2.03. THE CLOSING. The closing (the "CLOSING") of the transactions
contemplated hereby shall take place at the offices of Testa, Hurwitz &
Thibeault, LLP in Boston, Massachusetts as soon as possible, but in no event
later than five (5) business days after satisfaction or waiver of the conditions
set forth
_____________
Testa, Hurwitz – Sub, to:
Teradyne, Inc.
321 Harrison Avenue
Boston, MA 02118
Attn: President
Telecopy: (617) 422-2910
with a copy to:
-46-
<PAGE> 51
William B. Asher, Jr., Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Telecopy: (617) 248-7100
if to the Company, to:
Perception Laminates, Inc.
1400 Arrow Highway
La Vern, CA 91750-5219.
_____________
dt 1360976
|
| Preview
Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (268K)
Doc #3245913: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section 1.1 The Offer.
2
Section 1.2 Company Actions.
5
Section 1. . . .
3245913
|
Teradyne
As referenced in this Agreement and Plan of Merger:
TERADYNE, INC. – AGREEMENT AND PLAN OF MERGER
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section
_____________
Teradyne, Inc. – List
Company Disclosure Schedule
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this ?Agreement?), dated as of December 11, 2007 by and among Teradyne, Inc. ,, a Massachusetts corporation (?Parent?), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (?Purchaser?), and Nextest Systems Corporation, a Delaware corporation (the ?Company?).
RECITALS:
_____________
Teradyne, Inc. – overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:
To Parent or Merger Sub:
Teradyne, Inc.
700 Riverpark Drive
North Reading, Mass. 01864
Attention: Eileen Casal, V.P. & General Counsel
Fax: (978) 370-2290
with a copy (which shall not constitute notice) to:
WilmerHale
_____________
TERADYNE, INC. – IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
PARENT:
TERADYNE, INC.
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and President
PURCHASER:
NAC EQUIPMENT CORPORATION
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and
_____________
Teradyne, Inc. – this Annex I is annexed.
- 70 -
EXHIBIT A
FORM OF SUPPORT AGREEMENT
- 71 -
STOCKHOLDERS? AGREEMENT
This STOCKHOLDERS? AGREEMENT (this ?Agreement?), is dated as of December 11, 2007, by and between Teradyne, Inc. , a Massachusetts corporation (the ?Parent?) and the stockholders listed on the signature pages hereto (each a ?Stockholder? and collectively, the ?Stockholders?).
W I T N E S S E
_____________
dt 1831713
;
|
Teradyne
As referenced in this Agreement and Plan of Merger:
TERADYNE, INC. – AGREEMENT AND PLAN OF MERGER
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section
_____________
Teradyne, Inc. – List
Company Disclosure Schedule
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this ?Agreement?), dated as of December 11, 2007 by and among Teradyne, Inc. ,, a Massachusetts corporation (?Parent?), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (?Purchaser?), and Nextest Systems Corporation, a Delaware corporation (the ?Company?).
RECITALS:
_____________
Teradyne, Inc. – overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:
To Parent or Merger Sub:
Teradyne, Inc.
700 Riverpark Drive
North Reading, Mass. 01864
Attention: Eileen Casal, V.P. & General Counsel
Fax: (978) 370-2290
with a copy (which shall not constitute notice) to:
WilmerHale
_____________
TERADYNE, INC. – IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
PARENT:
TERADYNE, INC.
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and President
PURCHASER:
NAC EQUIPMENT CORPORATION
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and
_____________
Teradyne, Inc. – this Annex I is annexed.
- 70 -
EXHIBIT A
FORM OF SUPPORT AGREEMENT
- 71 -
STOCKHOLDERS? AGREEMENT
This STOCKHOLDERS? AGREEMENT (this ?Agreement?), is dated as of December 11, 2007, by and between Teradyne, Inc. , a Massachusetts corporation (the ?Parent?) and the stockholders listed on the signature pages hereto (each a ?Stockholder? and collectively, the ?Stockholders?).
W I T N E S S E
_____________
dt 1831721
|
| Preview
Full Doc
| 2007 |
Agreement and Plan of Merger
Agreement and Plan of Merger (268K)
Doc #3245914: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section 1.1 The Offer.
2
Section 1.2 Company Actions.
5
Section 1. . . .
3245914
|
Teradyne
As referenced in this Agreement and Plan of Merger:
TERADYNE, INC. – AGREEMENT AND PLAN OF MERGER
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section
_____________
Teradyne, Inc. – List
Company Disclosure Schedule
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this ?Agreement?), dated as of December 11, 2007 by and among Teradyne, Inc. ,, a Massachusetts corporation (?Parent?), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (?Purchaser?), and Nextest Systems Corporation, a Delaware corporation (the ?Company?).
RECITALS:
_____________
Teradyne, Inc. – overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:
To Parent or Merger Sub:
Teradyne, Inc.
700 Riverpark Drive
North Reading, Mass. 01864
Attention: Eileen Casal, V.P. & General Counsel
Fax: (978) 370-2290
with a copy (which shall not constitute notice) to:
WilmerHale
_____________
TERADYNE, INC. – IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
PARENT:
TERADYNE, INC.
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and President
PURCHASER:
NAC EQUIPMENT CORPORATION
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and
_____________
Teradyne, Inc. – this Annex I is annexed.
- 70 -
EXHIBIT A
FORM OF SUPPORT AGREEMENT
- 71 -
STOCKHOLDERS? AGREEMENT
This STOCKHOLDERS? AGREEMENT (this ?Agreement?), is dated as of December 11, 2007, by and between Teradyne, Inc. , a Massachusetts corporation (the ?Parent?) and the stockholders listed on the signature pages hereto (each a ?Stockholder? and collectively, the ?Stockholders?).
W I T N E S S E
_____________
dt 1831714
;
|
Teradyne
As referenced in this Agreement and Plan of Merger:
TERADYNE, INC. – AGREEMENT AND PLAN OF MERGER
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
TERADYNE, INC.
(?Parent?)
NAC EQUIPMENT CORPORATION
(?Purchaser?)
and
NEXTEST SYSTEMS CORPORATION
(the ?Company?)
Dated as of December 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE OFFER AND MERGER
2
Section
_____________
Teradyne, Inc. – List
Company Disclosure Schedule
- iv -
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this ?Agreement?), dated as of December 11, 2007 by and among Teradyne, Inc. ,, a Massachusetts corporation (?Parent?), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (?Purchaser?), and Nextest Systems Corporation, a Delaware corporation (the ?Company?).
RECITALS:
_____________
Teradyne, Inc. – overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:
To Parent or Merger Sub:
Teradyne, Inc.
700 Riverpark Drive
North Reading, Mass. 01864
Attention: Eileen Casal, V.P. & General Counsel
Fax: (978) 370-2290
with a copy (which shall not constitute notice) to:
WilmerHale
_____________
TERADYNE, INC. – IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
PARENT:
TERADYNE, INC.
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and President
PURCHASER:
NAC EQUIPMENT CORPORATION
By
/s/ Michael A. Bradley
Name:
Michael A. Bradley
Title:
CEO and
_____________
Teradyne, Inc. – this Annex I is annexed.
- 70 -
EXHIBIT A
FORM OF SUPPORT AGREEMENT
- 71 -
STOCKHOLDERS? AGREEMENT
This STOCKHOLDERS? AGREEMENT (this ?Agreement?), is dated as of December 11, 2007, by and between Teradyne, Inc. , a Massachusetts corporation (the ?Parent?) and the stockholders listed on the signature pages hereto (each a ?Stockholder? and collectively, the ?Stockholders?).
W I T N E S S E
_____________
dt 1831722
|
| Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1919732: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1919732
|
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 14,773
505 Novellus Systems, Inc. (b) 18,084
577 Nvidia Corporation (b) 11,032
612 PMC -- Sierra, Inc. (b) 7,503
377 QLogic Corporation (b) 15,891
663 Teradyne, Inc. (b) 10,906
6,271 Texas Instruments, Inc. 118,334
1,235 Xilinx, Inc. (b) 32,456
---------------
1,221,322
---------------
Service - Data Processing (1.0%)
2,160 Automatic Data
_____________
dt 1459764
;
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 14,773
505 Novellus Systems, Inc. (b) 18,084
577 Nvidia Corporation (b) 11,032
612 PMC -- Sierra, Inc. (b) 7,503
377 QLogic Corporation (b) 15,891
663 Teradyne, Inc. (b) 10,906
6,271 Texas Instruments, Inc. 118,334
1,235 Xilinx, Inc. (b) 32,456
---------------
1,221,322
---------------
Service - Data Processing (1.0%)
2,160 Automatic Data
_____________
dt 1459778
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469448
;
|
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1465702
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440248
;
More... |
| Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1919815: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1919815
|
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 142,029
16,200 Texas Instruments, Inc. 375,030
-------------
1,174,599
-------------
Electronics-- Computer Distribution (1.1%)
14,300 WW Grainger, Inc. 701,272
-------------
Equipment Semiconductor (.4%)
17,300 Teradyne, Inc. (b) 259,500
-------------
TRANSPORTATION (1.9%)
Airlines (.4%)
27,800 Northwest Airlines, Inc. (b) 257,984
-------------
Railroads (1.5%)
27,300 CSX Corporation 943,761
-------------
UTILITIES (3.2%)
Electric
_____________
Teradyne, Inc. – 2,222 Maxim Integrated Products (b) 78,170
4,800 WW Grainger, Inc. 235,392
----------
313,562
----------
Equipment Semiconductor (.4%)
1,335 KLA-Tencor Corporation (b) 52,586
4,298 Teradyne, Inc. (b) 64,470
----------
117,056
----------
Service-- Data Processing (2.0%)
11,000 First Data Corporation 384,450
1,364 Intuit, Inc. (b) 59,989
6,500 Paychex, Inc. 171,
_____________
Teradyne, Inc. – 61
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ --------
{S} {C}
TECHNOLOGY--CONTINUED
Equipment Semiconductor (.1%)
757 Jabil Circuit, Inc. (b) $ 13,467
710 KLA-Tencor Corporation (b) 27,967
663 Teradyne, Inc. (b) 9,945
----------
51,379
----------
Service-- Data Processing (.8%)
1,902 Electronic Data Systems Corporation 69,937
511 Equifax, Inc. 10,833
3,039 First Data Corporation 106,213
_____________
dt 1459765
;
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 142,029
16,200 Texas Instruments, Inc. 375,030
-------------
1,174,599
-------------
Electronics-- Computer Distribution (1.1%)
14,300 WW Grainger, Inc. 701,272
-------------
Equipment Semiconductor (.4%)
17,300 Teradyne, Inc. (b) 259,500
-------------
TRANSPORTATION (1.9%)
Airlines (.4%)
27,800 Northwest Airlines, Inc. (b) 257,984
-------------
Railroads (1.5%)
27,300 CSX Corporation 943,761
-------------
UTILITIES (3.2%)
Electric
_____________
Teradyne, Inc. – 2,222 Maxim Integrated Products (b) 78,170
4,800 WW Grainger, Inc. 235,392
----------
313,562
----------
Equipment Semiconductor (.4%)
1,335 KLA-Tencor Corporation (b) 52,586
4,298 Teradyne, Inc. (b) 64,470
----------
117,056
----------
Service-- Data Processing (2.0%)
11,000 First Data Corporation 384,450
1,364 Intuit, Inc. (b) 59,989
6,500 Paychex, Inc. 171,
_____________
Teradyne, Inc. – 61
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ --------
{S} {C}
TECHNOLOGY--CONTINUED
Equipment Semiconductor (.1%)
757 Jabil Circuit, Inc. (b) $ 13,467
710 KLA-Tencor Corporation (b) 27,967
663 Teradyne, Inc. (b) 9,945
----------
51,379
----------
Service-- Data Processing (.8%)
1,902 Electronic Data Systems Corporation 69,937
511 Equifax, Inc. 10,833
3,039 First Data Corporation 106,213
_____________
dt 1459779
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515926
;
|
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457199
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1469268
;
More... |
| Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1922157: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1922157
|
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 14,773
505 Novellus Systems, Inc. (b) 18,084
577 Nvidia Corporation (b) 11,032
612 PMC -- Sierra, Inc. (b) 7,503
377 QLogic Corporation (b) 15,891
663 Teradyne, Inc. (b) 10,906
6,271 Texas Instruments, Inc. 118,334
1,235 Xilinx, Inc. (b) 32,456
---------------
1,221,322
---------------
Service - Data Processing (1.0%)
2,160 Automatic Data
_____________
dt 1459766
;
Teradyne
As referenced in this Annual Report to Shareholders:
Teradyne, Inc. – b) 14,773
505 Novellus Systems, Inc. (b) 18,084
577 Nvidia Corporation (b) 11,032
612 PMC -- Sierra, Inc. (b) 7,503
377 QLogic Corporation (b) 15,891
663 Teradyne, Inc. (b) 10,906
6,271 Texas Instruments, Inc. 118,334
1,235 Xilinx, Inc. (b) 32,456
---------------
1,221,322
---------------
Service - Data Processing (1.0%)
2,160 Automatic Data
_____________
dt 1459780
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469449
;
|
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1465703
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440249
;
More... |
| Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1922269: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1922269
| |