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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
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MILGRAY ELECTRONICS, INC.
(NAME OF SUBJECT COMPANY)
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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)
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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)
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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
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<TABLE>
<S> <C>
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CUSIP NO. 599751 10 4 14D-1
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</TABLE>
<TABLE>
<S> <C>
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1. NAMES OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bell Industries, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582,386
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8. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
97.2%
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC and CO
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</TABLE>
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<TABLE>
<S> <C>
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CUSIP NO. 599751 10 4 14D-1
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</TABLE>
<TABLE>
<S> <C>
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11. NAMES OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ME Acquisition, Inc.
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12. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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13. SEC USE ONLY
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14. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF
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15. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
[ ]
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16. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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17. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582,386
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18. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES
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19. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
97.2%
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20. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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</TABLE>
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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. 3 to the Tender Offer Statement on Schedule 14D-1 and 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 (the "Company"),
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. 3 to the Schedule 14D-1
also constitutes Amendment No. 3 to Schedule 13D of Purchaser and Parent. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 5:00 p.m., New York City time, on Tuesday,
January 7, 1997. Based on preliminary information provided by the
Depositary, a total of 6,582,386 Shares (or approximately 97.2% of the
Shares outstanding), including 166,117 Shares tendered by Notices of
Guaranteed Delivery, were validly tendered and not withdrawn. The
Purchaser has accepted for payment all such Shares.
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>
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<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.***
(a)(11) Text of Press Release issued by Parent on January 8, 1997.*
(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>
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* Document filed herewith.
** Document previously filed as an exhibit to the Schedule 14D-1.
*** Document previously filed as an exhibit to Amendment No. 1 to the
Schedule 14D-1.
**** Document previously filed as an exhibit to Amendment No. 2 to the
Schedule 14D-1.
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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: January 8, 1997
BELL INDUSTRIES, INC.
By: /s/ TRACY A. EDWARDS
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Name: Tracy A. Edwards
Title: Vice President
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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: January 8, 1997
ME ACQUISITION, INC.
By: /s/ TRACY A. EDWARDS
---------------------------------
Name: Tracy A. Edwards
Title: Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<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.***
(a)(11) Text of Press Release issued by Parent on January 8, 1997.*
(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>
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* Document filed herewith.
** Document previously filed as an exhibit to the Schedule 14D-1.
*** Document previously filed as an exhibit to Amendment No. 1 to the
Schedule 14D-1.
**** Document previously filed as an exhibit to Amendment No. 2 to the
Schedule 14D-1.
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EXHIBIT 99.(a)(11)
[BELL INDUSTRIES LETTERHEAD]
Contacts:
Gordon Graham President and Chief 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 TENDER OFFER MILGRAY SUCCESSFUL
FOR IMMEDIATE RELEASE
Los Angeles, California -- January 8, 1997 -- Bell Industries, Inc.
(NYSE:PSE:BI) today announced that it has acquired, through a $14.77 cash tender
offer, approximately 95% of the outstanding shares of Milgray Electronics, Inc.
The tender offer expired on January 7, 1997.
Bell had announced on November 27, 1996 its plan to acquire Milgray in a
two-step transaction. By acquiring more than 66 2/3% of the outstanding Milgray
shares, Bell met one of the key conditions of the acquisition agreement. All
remaining shares will be acquired at the same price -- $14.77 through a cash
merger expected to be consummated on January 15, 1997. No vote of Milgray
shareholders will be required.
Theodore Williams, Bell's Chief Executive Officer, said, "We are
delighted with the success of the Tender Offer and look forward to the
integration of Milgray's business with Bell's and the synergies that the
combination should provide."
Bell Industries distributes products for the electronics, computer,
graphics and other industrial markets. Milgray distributes electronic components
and computer products for the industrial markets.
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