UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLA TENCOR CORP ONE TECHNOLOGY DRIVE MILPITAS, CA 95035 |
 |  |  | See footnotes 1 and 2 below |
/s/ Jeffrey L. Hall, Chief Financial Officer | 01/17/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | KLA-Tencor Corporation ("KLA"), Therma-Wave, Inc. ("Therma-Wave") and a wholly-owned subsidiary of KLA ("Merger Corp.") entered into an Agreement and Plan of Merger, dated as of January 7, 2007 (the "Merger Agreement"), pursuant to which Merger Corp. will commence a tender offer (the "Offer") to acquire the outstanding common stock (the "Common Shares") and Series B Convertible Preferred Stock (the "Preferred Shares") of Therma-Wave. Upon consummation of the Offer, Therma-Wave will merge with Merger Corp. (the "Merger"). |
(2) | Certain officers and directors and the holders of the Preferred Shares (the "Shareholders") entered into a tender and support agreement (the "Tender and Support Agreement"), pursuant to which the Shareholders agreed to tender their Common Shares and Preferred Shares within three business days of the commencement of the Offer. KLA has no pecuniary interest in the shares held by the Shareholders. KLA expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreement. |