SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECOND 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 9. Material to be Filed as Exhibits.
(a)(4) Letter to holders of 7-1/4% Convertible Subordinated Debentures
due December 15, 2006 regarding extension of Expiration Date
of Exchange Offer to 5:00 P.M. Chicago Time on February 14, 1997.
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 3, 1997
Date /s/ Edward J. Richardson
Signature
Edward J. Richardson, Chairman,
and Chief Executive Officer
(Name and Title)
Holders of Richardson Electronics, Ltd.
7-1/4% Convertible Subordinated Debentures
due December 15, 2006
RE: Exchange Offer Expiration Date
Dear Ladies and Gentlemen:
Reference is made to the Offering Circular and Consent Solicitation dated
December 18, 1996 and Consent and Letter of Transmittal which was previously
sent to you. Such documents contained our offer to exchange our 8-1/4%
Convertible Senior Subordinated Debentures due June 15, 2006
(between $25,000,000 and $40,000,000 aggregate principal amount) for our
7-1/4% Convertible Subordinated Debentures due December 15, 2006
($70,825,000 principal amount outstanding) and solicitation of consents
(collectively the "Exchange Offer"). These documents reflected that the
Exchange Offer would expire at 12 Midnight New York City Time on January 31,
1997 unless extended.
This is to advise that the Expiration Date has been extended to 5:00 P.M.
Chicago Time on February 14, 1997.
All other terms and conditions of the offer remain unchanged and you may
deposit or withdraw our 7-1/4% Convertible Subordinated Debentures due
December 15, 2006 at any time up to the new Expiration Date of February 14,
1997 in the manner as set forth in the Offering Circular.
This extension is being issued in order to obtain an order of qualification
from the Securities and Exchange Commission with respect to the Indenture
dated as of December 16, 1996 between our Company and American National Bank
and Trust Company of Chicago under which the new 8-1/4% Convertible Senior
Subordinated Debentures due June 15, 2006 will be issued. This order is a
condition of the consummation of the Exchange Offer as set forth under the
heading "The Exchange Offer-Conditions of the Exchange Offer" on page 21 of
the Offering Circular. The application for such qualification, which is
made on Form T-3 with the Securities and Exchange Commission, was
inadvertently not filed at the time of filing the Exchange Offer. Such
application now has been filed. A request for acceleration of the
effectiveness of the qualification is being requested. If such
acceleration is not granted and the order is not issued by the new
Expiration Date, it is expected the offer will be further extended to
permit the Company to obtain the necessary order of qualification.
It is hoped that this delay will not cause you any inconvenience. Should
you have any questions please contact William G. Seils of the Company, at
Richardson Electronics, Ltd., 40W267 Keslinger Road, LaFox, Illinois 60147,
telephone 630-208-2370.
