SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THIRD AND FINAL 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
Item 8. Additional Information
The offer of Richardson Electronics, Ltd., (the "Company") to exchange
its 8-1/4% Convertible Senior Subordinated Debentures due June 15, 2006
(minimum of $25,000,000 and maximum of $40,000,000 aggregate principal
amount), (the "New Debentures") for its 7-1/4% Convertible Subordinated
Debentures due December 15, 2006 ($70,825,000 principal amount outstanding),
(the "Old Debentures"), and solicitation of consents to certain amendments
to the Indenture under which its Old Debentures are issued, expired and
terminated at 5:00 P.M. Chicago Time on Friday, February 14, 1997.
$48,175,000 principal amount of Old Debentures were tendered for
exchange and the Company accepted the $40,000,000 maximum amount specified
in the Offer on a pro rata basis. $62,931,000 principal amount
of Old Debentures consented to the amendments to the Indenture under which
the Old Debentures are issued and the Company is amending the Indenture
accordingly.
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.
February 20, 1997
Date /s/ Edward J. Richardson
Signature
Edward J. Richardson, Chairman,
and Chief Executive Officer
(Name and Title)
