SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FIRST AMENDMENT TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)
RICHARDSON ELECTRONICS, LTD.
(Name of Issuer)
RICHARDSON ELECTRONICS, LTD.
(Name of Person(s) Filing Statement)
7-1/4% Convertible Subordinated Debentures Due December 15, 2006
(Title of Class of Securities)
763165AB3
(CUSIP Number of Class of Securities)
William G. Seils
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, IL 60147
(630) 208-2370
with copies to
Scott Hodes Jay R. Schifferli
Ross & Hardies Kelley Drye & Warren LLP
150 N. Michigan Avenue Two Stamford Plaza
Chicago, IL 60601-7567 281 Tresser Blvd.
(312) 750-2750 Stamford, CT 06901-3229
(203) 351-8023
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
December 18, 1996
(Date Tender Offer First Published, Sent or Given to Security
Holders)
Calculation of Filing Fee
Transaction Valuation: *$34,800,000 Amount of
Filing Fee: $6,960
_______________
*For purposes of calculating the filing fee pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended, the market value of the 7-1/4%
Convertible Subordinated Debentures due December 15, 2006 proposed to be
acquired was established by multiplying 87%, the average of the high and
low prices of such Debentures as reported on December 16, 1996 expressed as
a percentage of principal amount, by $40,000,000, the maximum
principal amount proposed to be accepted for exchange.
[x ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $6,900 Filing Party: Richardson
Electronics, Ltd.
Form or Registration No.: 13E-4 Date Filed: December 18, 1996<PAGE>
Item 8. Additional Information.
(a) The Exchange Offer is being amended to extend the
Expiration Date (as defined in the Offering Circular) of the offer
until 5:00 P.M. Chicago Time on February 14, 1997 to obtain an
order declaring the New Indenture (as defined in the Offering
Circular) qualified under the Trust Indenture Act of 1939 as
amended, application for which such qualification on Form T-3 is
being concurrently filed. Obtaining such an order is one of the
Conditions of the Exchange Offer as set forth in the Offering
Circular.
Signature
After due inquiry and to the best of my knowledge and belief
I certify that the information set forth in this statement is true,
complete and correct.
January 31, 1997
Date /s/ Edward J. Richardson
Signature
Edward J. Richardson, Chairman,
and Chief Executive Officer
(Name and Title)
