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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
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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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CUSIP NO. 599751 10 4 14D-1
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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
6,582,250
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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
97.1%
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC and CO
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CUSIP NO. 599751 10 4 14D-1
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</TABLE>
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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
6,582,250
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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
97.1%
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20. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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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. 4 (Final Amendment) 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. 4
(Final Amendment) to the Schedule 14D-1 also constitutes Amendment No. 4 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.
Based on final information provided by the Depositary, a total of
6,582,250 Shares (or approximately 97.1% of the Shares outstanding)
were validly tendered and not withdrawn prior to the expiration of the
Offer. The Purchaser has accepted for payment all such validly
tendered Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(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.*
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(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.
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* 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.
**** Document previously filed as an exhibit to Amendment No. 3 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 13, 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 13, 1997
ME ACQUISITION, INC.
By: /s/ TRACY A. EDWARDS
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Name: Tracy A. Edwards
Title: Vice President
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EXHIBIT INDEX
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EXHIBIT
NO.
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(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.
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* 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.
**** Document previously filed as an exhibit to Amendment No. 3 to the
Schedule 14D-1.
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