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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
MILGRAY ELECTRONICS, INC.
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(Name of Subject Company)
MILGRAY ELECTRONICS, INC.
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(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.25 PER SHARE
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(Title and Class of Securities)
599751 10 4
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(CUSIP Number of Class of Securities)
RICHARD HYMAN
EXECUTIVE VICE PRESIDENT
MILGRAY ELECTRONICS, INC.
77 SCHMITT BOULEVARD
FARMINGDALE, NEW YORK 11735
(516) 420-9800
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(Name, Address and Telephone Number of
Person Authorized to Receive Notice and
Communications on Behalf of the
Person Filing Statement)
COPY TO
HERSCHEL M. WEINBERG, ESQ.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE (212) 980-2600
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Item 4(a) of Schedule 14D-9 is hereby amended to read as follows:
(a) Recommendations of the Board of Directors. The Board of Directors
of the Company has unanimously approved the Offer and the Merger and determined
that the Offer and the Merger and the transactions contemplated thereby are
fair to and in the best interests of the Company's shareholders as a group and
the Board unanimously recommends that the shareholders of the Company, as a
group, accept the Offer, tender their Shares thereunder to Purchaser and
approve and adopt the Merger Agreement and the Merger. Shareholders are urged
to consult with their financial and/or tax advisers prior to making any
determination whether or not to tender in the Offer or vote to approve the
Merger.
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SIGNATURE
After reasonable 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.
December 24, 1996
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(Date)
/s/ John Tortorici
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(Signature)
John Tortorici, Vice President-Finance
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(Name and Title)
