<PAGE> 1
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
------------------------
MILGRAY ELECTRONICS, INC.
(NAME OF SUBJECT COMPANY)
------------------------
BELL INDUSTRIES, INC.
ME ACQUISITION, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(TITLE OF CLASS OF SECURITIES)
599751 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
TRACY A. EDWARDS
11812 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90049-5022
(310) 826-2355
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
------------------------
WITH A COPY TO:
ANDREW W. GROSS, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 600
LOS ANGELES, CALIFORNIA 90067-4276
TELEPHONE: (310) 277-1010
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
<S> <C>
- - - -----------------------------------------------
CUSIP NO. 599751 10 4 14D-1
- - - -----------------------------------------------
</TABLE>
<TABLE>
<S> <C>
- - - ---------------------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bell Industries, Inc.
- - - ---------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- - - ---------------------------------------------------------------------------------------------
3. SEC USE ONLY
- - - ---------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
BK
- - - ---------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
[ ]
- - - ---------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
- - - ---------------------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,742,064 (See Section 11 of the Offer to Purchase dated December 4, 1996
filed as Exhibit (a)(1) hereto)
- - - ---------------------------------------------------------------------------------------------
8. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES
- - - ---------------------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
55.2%
- - - ---------------------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC and CO
- - - ---------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
- - - -----------------------------------------------
CUSIP NO. 599751 10 4 14D-1
- - - -----------------------------------------------
</TABLE>
<TABLE>
<S> <C>
- - - ---------------------------------------------------------------------------------------------
11. NAMES OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ME Acquisition, Inc.
- - - ---------------------------------------------------------------------------------------------
12. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- - - ---------------------------------------------------------------------------------------------
13. SEC USE ONLY
- - - ---------------------------------------------------------------------------------------------
14. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF
- - - ---------------------------------------------------------------------------------------------
15. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
[ ]
- - - ---------------------------------------------------------------------------------------------
16. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- - - ---------------------------------------------------------------------------------------------
17. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,742,064 (See Section 11 of the Offer to Purchase dated December 4, 1996
filed as Exhibit (a)(1) hereto)
- - - ---------------------------------------------------------------------------------------------
18. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES
- - - ---------------------------------------------------------------------------------------------
19. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
55.2%
- - - ---------------------------------------------------------------------------------------------
20. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- - - ---------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 4
This Statement, which is being filed jointly by Bell Industries, Inc., a
California corporation ("Parent"), and ME Acquisition, Inc., a New York
corporation and wholly owned subsidiary of Parent ("Purchaser"), constitutes
Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 and Statement
on Schedule 13D ("Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on December 4, 1996, with respect to Purchaser's
offer to purchase all of the outstanding shares of common stock, par value
$0.25 per share (the "Shares"), of Milgray Electronics, Inc., a New York
corporation, at a price of $14.77 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 4, 1996. This Amendment No. 1
to the Schedule 14D-1 also constitutes Amendment No. 1 to the Statement on
Schedule 13D of Purchaser and Parent. The item numbers and responses thereto
below are in accordance with the requirements of Schedule 14D-1.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the
Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Offer to Purchase dated December 4, 1996.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(7) Text of joint Press Release issued by Parent and the Company on November 27,
1996.*
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
(a)(8) Form of Summary Advertisement, dated December 4, 1996.*
(a)(9) Letter to shareholders of the Company, dated December 4, 1996.*
(a)(10) Text of Press Release issued by Parent on December 16, 1996.
(b) Commitment Letter, dated October 2, 1996, from Union Bank of California, N.A.
to Parent (as supplemented by that certain letter agreement between Union
Bank of California, N.A. and Parent dated November 13, 1996).*
(c)(1) Agreement and Plan of Merger, dated as of November 26, 1996, by and among
Parent, Purchaser and the Company.*
(c)(2) Tender Agreement, dated as of November 26, 1996, by and among Parent,
Purchaser and Herbert S. Davidson.*
(c)(3) Employment Agreement by and between Parent and Herbert S. Davidson, dated as
of November 26, 1996.*
(c)(4) Employment Agreement by and between Parent and Richard Hyman, dated as of
November 26, 1996.*
(c)(5) Employment Agreement by and among Parent, the Company and John Tortorici,
dated as of November 26, 1996.*
(c)(6) Employment Agreement by and among Parent, the Company and Gary Adams, dated
as of November 26, 1996.*
(c)(7) Employment Agreement by and among Parent, the Company and Andrew Epstein,
dated as of November 26, 1996.*
(c)(8) Employment Agreement by and among Parent, the Company and James Darren
O'Donnell, dated as of November 26, 1996.*
(c)(9) Employment Agreement by and among Parent, the Company and Steven Sokoloff,
dated as of November 26, 1996.*
(c)(10) Employment Agreement by and among Parent, the Company and Elliot Schnabel,
dated as of November 26, 1996.*
(c)(11) Employment Agreement by and among Parent, the Company and Thomas Woolf, dated
as of November 26, 1996.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
- - - ---------------
* Document previously filed as an exhibit to the Schedule 14D-1.
5
<PAGE> 6
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
and agree that this Statement may be filed collectively with ME Acquisition,
Inc.
Dated: December 17, 1996
BELL INDUSTRIES, INC.
By: /s/ TRACY A. EDWARDS
------------------------------------
Name: Tracy A. Edwards
Title: Vice President
6
<PAGE> 7
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
and agree that this Statement may be filed collectively with Bell Industries,
Inc.
Dated: December 17, 1996
ME ACQUISITION, INC.
By: /s/ TRACY A. EDWARDS
------------------------------------
Name: Tracy A. Edwards
Title: Vice President
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<S> <C>
(a)(1) Offer to Purchase dated December 4, 1996.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(7) Text of joint Press Release issued by Parent and the Company on November 27,
1996.*
(a)(8) Form of Summary Advertisement, dated December 4, 1996.*
(a)(9) Letter to shareholders of the Company, dated December 4, 1996.*
(a)(10) Text of Press Release issued by Parent on December 16, 1996.
(b) Commitment Letter, dated October 2, 1996, from Union Bank of California, N.A.
to Parent (as supplemented by that certain letter agreement between Union
Bank of California, N.A. and Parent dated November 13, 1996).*
(c)(1) Agreement and Plan of Merger, dated as of November 26, 1996, by and among
Parent, Purchaser and the Company.*
(c)(2) Tender Agreement, dated as of November 26, 1996, by and among Parent,
Purchaser and Herbert S. Davidson.*
(c)(3) Employment Agreement by and between Parent and Herbert S. Davidson, dated as
of November 26, 1996.*
(c)(4) Employment Agreement by and between Parent and Richard Hyman, dated as of
November 26, 1996.*
(c)(5) Employment Agreement by and among Parent, the Company and John Tortorici,
dated as of November 26, 1996.*
(c)(6) Employment Agreement by and among Parent, the Company and Gary Adams, dated
as of November 26, 1996.*
(c)(7) Employment Agreement by and among Parent, the Company and Andrew Epstein,
dated as of November 26, 1996.*
(c)(8) Employment Agreement by and among Parent, the Company and James Darren
O'Donnell, dated as of November 26, 1996.*
(c)(9) Employment Agreement by and among Parent, the Company and Steven Sokoloff,
dated as of November 26, 1996.*
(c)(10) Employment Agreement by and among Parent, the Company and Elliot Schnabel,
dated as of November 26, 1996.*
(c)(11) Employment Agreement by and among Parent, the Company and Thomas Woolf, dated
as of November 26, 1996.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
- - - ---------------
* Document previously filed as an exhibit to the Schedule 14D-1.
8
<PAGE> 1
Exhibit 99.(A)(10)
[BELL INDUSTRIES LETTERHEAD]
Contacts: Gordon Graham President and Operating Officer
Tracy A. Edwards Vice President and Chief Financial Officer
Bell Industries, Inc.
(310) 826-2355
http://www.bellind.com
Melvyn S. Rifkind
(818) 783-8323
BELL INDUSTRIES ANNOUNCES FEDERAL TRADE COMMISSION
CLEARANCE FOR ITS ACQUISITION OF MILGRAY ELECTRONICS
FOR IMMEDIATE RELEASE
Los Angeles, California - December 16, 1996 -- Bell Industries, Inc.
(NYSE:PSE:BI) reported today that its proposed $100 million acquisition of
Milgray Electronics, Inc., has cleared the antitrust review of the Federal
Trade Commission. Bell had announced on November 27, 1996 its plan to acquire
Milgray Electronics in a two-step transaction. Bell has initiated a cash
tender offer for all of Milgray Electronics' shares at a price of $14.77 per
share. The tender offer is scheduled to expire on January 7, 1997 and is
conditioned upon certain customary conditions, including the tender of at least
66 2/3% of Milgray's outstanding shares. Pursuant to a tender agreement,
Milgray's majority shareholder, who beneficially owns approximately 55% of
Milgray's common stock, has tendered all of such shares. The tender offer will
be followed by a second-step cash merger at the same price.
Bell Industries distributes products for the electronics, computer, graphics
and other industrial markets. Milgray Electronics distributes electronic
components and computer products for the industrial market.
####
