SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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: January 31,
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
_________________
<PAGE>
GENERAL
1. General information. Furnish the following information
as to the applicant:
(a) Form of organization. A corporation.
(b) State or other sovereign power under the laws of which
organized. Delaware
2. Securities Act exemption applicable. State briefly the
facts relied upon by the applicant as a basis for the claim that
registration of the indenture securities under the securities act
of 1933 is not required.
Exemption under section 3(a)(9) of the Securities act of
1933 is being claimed by the applicant. The securities are being
exchanged with holders of the applicant's presently issued and
outstanding 7-1/4% Convertible Subordinated Debentures due
December 15, 2006 pursuant to an Exchange Offer in connection
with which applicant has filed a Schedule 13E-4 Issuer Tender
Offer Statement dated December 18, 1996 ("Schedule 13E-4") with
the Securities and Exchange Commission ("Commission"). There
have not been nor are there to be any sales of securities of the
same class by the applicant or by or through an underwriter at or
about the same time as the transaction for which the exemption is
claimed. For a statement as to any consideration which has been
or is to be given, directly or indirectly, to any person in
connection with the transaction and the nature of any services
rendered or to be rendered, directly or indirectly, for such
consideration see "The Exchange Offer - Exchange Agent -
Financial Advisor - Payment of Expenses" on pages 24 and 25 of
the Offering Circular and Consent Solicitation dated December
18,1 996 filed with the Commission as Exhibit (a)(1) of the
applicant's Schedule 13E-4 which information is specifically
incorporated herein by reference thereto. No cash payment has
been made or will be made by any holder of the outstanding
securities.
AFFILIATIONS
3. Affiliates. Furnish a list or diagram of all
affiliates of the applicant and indicate the respective
percentages of voting securities or other bases of control. See
"Principal Stockholders" and "Information Relating to Directors,
Nominees and Executive Officers" in applicant's Proxy Statement
dated September 3, 1996 for its Annual Meeting of Stockholders
held on October 1, 1996 and Exhibit 22 to applicant's Annual
Report on Form 10-K for its Fiscal Year ending May 31, 1996, all
of which are incorporated herein by reference thereto.
MANAGEMENT AND CONTROL
4. Directors and executive officers. List the names and
complete mailing addresses of all directors and executive
officers of the applicant and all persons chosen to become
directors or executive officers. Indicate all offices with the
applicant held or to be held by each person named. See
"Information Relating to Directors, Nominees and Executive
Officers" in applicant's Proxy Statement dated September 3, 1996
for its Annual Meeting of Stockholders held on October 1, 1996
incorporated herein by reference thereto.
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. See "Principal
Stockholders" and "Information Relating to Directors, Nominees
and Executive Officers" in applicant's Proxy Statement dated
September 3, 1996 for its Annual Meeting of Stockholders held on
October 1, 1996 incorporated herein by reference thereto.
UNDERWRITERS
6. Underwriters. Give the name and complete mailing
address of (a) each person who, within three years prior to the
date of filing the application, acted as an underwriter of any
securities of the obligor which were outstanding on the date of
filing the application, and (b) each proposed principal
underwriter of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of
securities underwritten. None.
CAPITAL SECURITIES
7. Capitalization. (a) Furnish the following information
as to each authorized class of securities of the applicant. See
applicant's Financial Statements for Fiscal Year ending May 31,
1996 included in its Annual Report on Form 10-K for its Fiscal
Year ending May 31, 1996 which is incorporated herein by
reference thereto.
INDENTURE SECURITIES
8. Analysis of indenture provisions. See "Description of
New Debentures" in the Offering Circular and Consent Solicitation
dated December 18, 1996 filed with the Commission as Exhibit
(a)(1) of the applicant's Schedule 13E-4 incorporated herein by
reference thereto.
9. Other obligors. Give the name and complete mailing
address of any person, other than the applicant, who is an
obligor upon the indenture securities. None.
Contents of application for qualification. This application
for qualification comprises
(a) Pages numbered 1 to 5 consecutively.
(b) The statement of eligibility and qualification of each
trustee under the indenture to be qualified. See Exhibit 25 to
applicant's Schedule 13E-4 incorporated herein by reference
thereto.
(c) the following exhibits in addition to those filed as
part of the statement of eligibility and qualification of each
trustee.
EXHIBITS
T3A. Restated Certificate of Incorporation of the applicant,
incorporated by reference to Appendix B to the Proxy
Statement/Prospectus dated November 13, 1986,
incorporated by reference to the applicant's
Registration Statement on Form S-4 Commission File No.
33-8696.
T3B By-laws of the applicant as amended incorporated by
reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 31,
1996.
T3C The indenture to be qualified incorporated by reference
to Exhibit C(1) to applicant's Schedule 13E-4 Issuer
Tender Offer Statement dated December 18, 1996.
T3E A copy of every prospectus, notice, circular, letter,
or other written communication which is to be sent or
given to security holders in connection with the
issuance or distribution of the indenture securities
incorporated by reference to Exhibits A(1), (2) and (3)
of applicant's Schedule 13E-4 Issuer Tender Offer
Statement dated December 18, 1996.
T3F CROSS-REFERENCE TABLE
TIA Section Indenture
Section
310(a)(1) . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . Not applicable
(a)(4) . . . . . . . . . . . . . . . . . . . Not applicable
(b) . . . . . . . . . . . . . . . . . . . 7.08; 7.10;
12.02
(c) . . . . . . . . . . . . . . . . . . . Not applicable
311(a) . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . Not applicable
312(a) . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . 12.03
(c) . . . . . . . . . . . . . . . . . . . 12.03
313(a) . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . Not applicable
(b)(2) . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . 12.02
(d) . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . 4.02; 12.02
(b) . . . . . . . . . . . . . . . . . . . Not applicable
(c) . . . . . . . . . . . . . . . . . . . 12.04
(c)(2) . . . . . . . . . . . . . . . . . . . 12.04
(c)(3) . . . . . . . . . . . . . . . . . . . Not applicable
(d) . . . . . . . . . . . . . . . . . . . Not applicable
(e) . . . . . . . . . . . . . . . . . . . 12.05
(f) . . . . . . . . . . . . . . . . . . . Not applicable
315(a) . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . 7.05; 12.02
(c) . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . 6.11
316(a) (last sentence) . . . . . . . . . . . . . 12.06
(a)(1)(A) . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . Not applicable
(b) . . . . . . . . . . . . . . . . . . . 6.06; 6.07
317(a)(1) . . . . . . . . . . . . . . . . . . . 12.01
(a)(2) . . . . . . . . . . . . . . . . . . . 6.09
318(a) . . . . . . . . . . . . . . . . . . . 12.01
________________
Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Indenture.
_______________________
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 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 18th day of December, 1996.
(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
