SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SECOND AMENDMENT
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
Richardson Electronics, Ltd.
(Name of applicant)
36-2096643
(IRS Employer Identification No.)
40W267 Keslinger Road, LaFox, Illinois 60147
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE
TO BE QUALIFIED
Title of Class Amount
8-1/4% Convertible Senior Subordinated $40,000,000
Debentures due June 15, 2006
Approximate date of proposed public offering: February 14, 1997
Name and address of agent for service: William G. Seils
Senior Vice President,
General Counsel and Secretary
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147
_________________
The obligor hereby amends this application for qualification
on such date or dates as may be necessary to delay its
effectiveness until (i) the 20th day after the filing of a
further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission,
acting pursuant to Section 307(c) of the Act, may determine upon
the written request of the obligor.<PAGE>
MANAGEMENT AND CONTROL
5. Principal owners of voting securities. Furnish the
following information as to each person owning 10 percent or more
of the voting securities of the applicant.
As of January 31, 1997
Percent of
Percentage of Total Voting
Class of Voting if Class
Name and Complete Title of Class Amount Securities Voting not
Mailing Address Owned Owned Owned Applicable
Edward J. Richardson Common 5,968,772(1)(2) 50.30% 84.33%(3)
40W267 Keslinger Rd.
LaFox, IL 60147 Class B Common 3,189,421 98.35% 84.33%(3)
(1) Includes 22,397 shares allocated to the account of Mr.
Richardson under the Richardson Electronics, Ltd. Employees Stock
Ownership Plan and Trust; 5,000 shares owned by William G. Seils
as custodian for Alexander Richardson under the Illinois Uniform
Gift to Minors Act; 3,000 shares owned by William G. Seils as
custodian for Nicholas Richardson under the Illinois Uniform
Gift to Minors Act; owned other than of record; and 4,730 shares
which would be convertible upon redemption of $100,000 of the
Corporation's 7-1/4% Convertible Subordinated Debentures due
December 15, 2006, owned by the Arthur H. Richardson Trust dated
4/6/78 of which Mr. Richardson is a co-trustee and contingent
beneficiary.
(2) Because Class B Common Stock is convertible into Common
Stock the number of shares listed as owned under the Common Stock
column in the table also includes the number of shares listed
under the Class B Common Stock column.
(3) Each share of Common Stock has 1 vote per share and each
share of Class B Common Stock has 10 votes per share.
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information
as to each authorized class of securities of the applicant.
As of January 31, 1997
Title of Class Amount Authorized Amount Outstanding
Common Stock, $.05 par value 30,000,000 shares 8,671,723 shares
Class B Common, $.05 par value(1)(2) 10,000,000 shares 3,243,081 shares
Preferred Stock, $1.00 par value 5,000,000 shares None
7-1/4$ Convertible Subordinated(3) $83,000,000 $70,825,000
Debentures due December 15, 2006
8-1/4% Convertible Senior (4) $40,000,000 None
Subordinated Debentures
due June 15, 2006
(1) Shares of Class B Common Stock are subject to conversion
into shares of Common Stock on a share for share basis.
(2) There are currently options outstanding which have been
granted to employees and directors of the applicant for an
aggregate of 1,590,872 Shares at exercise prices ranging from
$3.75 to $12.875 per share under various stock option or purchase
plans of the applicant.
(2) The 7-1/4% Debentures are convertible into Common Stock at
$21.14 per share.
(3) The 8-1/4% Debentures are convertible into Common Stock at
$21.14 to $18 per share.
(b) Voting Rights. Except as otherwise described below, and
except for voting by class in instances required by law, holders
of Common Stock and Class B Common Stock vote with holders of the
Preferred (if any are issued with voting rights) as a single
class on all matters including the election of directors, with
each share of Common Stock having one vote and each share of
Class B Common Stock having ten votes.
There is no cumulative voting in the election of directors
and shareholders voting a majority of the votes (including Edward
J. Richardson, who presently owns shares having approximately
84.33% of the voting power) at any annual meeting will be able to
elect all the directors to be elected, and the minority will not
be able to elect any.
Class Voting. Under the Delaware General Corporation Law,
the holders of Common Stock and Class B Common stock are entitled
to vote separately as a class upon any proposed amendment to the
Company's Restated Certificate of Incorporation which would (i)
increase or decrease the aggregate number of authorized shares of
the class in question or par value of such shares or (ii) alter
or change the powers, preferences or special rights of shares of
such class so as to affect the holders thereof adversely. In
addition, except for shares issued pursuant to options granted
prior to December 10, 1986 under the Company's stock purchase or
option plans or in connection with stock splits, dividends,
reclassifications and other subdivisions, additional shares of
Class B Common Stock may only be issued upon the approval of
holders of a majority of the outstanding shares of Common Stock
and Class B Common Stock, each voting separately as a class.
Contents of second amendment to application for
qualification. This second amendment of application for
qualification comprises
(a) Pages numbered 1 to 4 consecutively.
__________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the applicant, Richardson Electronics, Ltd., a corporation
organized and existing under the laws of Delaware, has duly
caused this second amendment to application to be signed on its
behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the city of
LaFox, and State of Illinois, on the 10th day of February, 1997.
(SEAL) RICHARDSON ELECTRONICS, LTD.
By /s/ Edward J. Richardson
Edward J. Richardson
Chairman and Chief Executive
Officer
Attest: By: /s/ William J. Garry
William J. Garry
Vice President and Chief
Financial Officer
