SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential , for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
READ-RITE CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
APPLIED MAGNETICS CORPORATION
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ISSUES STATEMENT
Business Editors
GOLETA, CA--(BUSINESS WIRE)--March 7, 1997--Applied Magnetics Corporation
(NYSE: APM) released the following statement today in response to questions from
analysts and investors regarding the Company's willingness to modify the terms
of its proposal to acquire Read-Rite (NASDAQ: RDRT):
"Our intention is to form a business combination with Read-Rite that
creates value for the shareholders of both companies," said Craig D. Crisman,
Chief Executive Officer of Applied Magnetics. "Accordingly, we would not
structure or engage in a transaction that is dilutive to the interests of
Applied Magnetics."
Mr. Crisman added, "We are particularly disturbed and disappointed by market
misperceptions and disinformation surrounding our growing capabilities in
magnetoresistive (MR) technology and the continuing solid growth prospects for
advanced thin film heads, where we are the acknowledged market leader. We will
continue to correct the record through our direct conversations with
stockholders and investment community professionals."
Applied Magnetics Corporation (AMC) is a leading independent supplier of
magnetic recording disk heads and head stack assemblies for rigid disk drives,
the predominant high-capacity data storage device used in computers. AMC
supplies thin film and magnetoresistive (MR) products in one of the world's most
competitive, high-technology businesses. The Company commits substantial
resources to technology and product development to meet continuous demands for
higher performance disk heads.
This news release is neither an offer to exchange nor a solicitation of an
offer to exchange shares of common stock of Read-Rite. This document contains
certain forward looking statements with respect to the financial condition,
results of operations and business of Applied Magnetics and, assuming the
consummation of the proposed business combination, a combined Applied
Magnetics/Read-Rite corporation. In addition, the ability of Applied Magnetics
to realize increases in operating income resulting from potential cost savings
is also subject to the following uncertainties, among others: (a) the ability to
integrate the Applied Magnetics and Read-Rite management and R&D and operations
functions on a timely basis; and (b) the ability to eliminate duplicative
functions while maintaining acceptable performance levels. Further information
on other factors which could affect the financial results of the combined
company after the proposed business combination and the conditions of the
proposed offer is included in filings by Applied Magnetics with the Securities
and Exchange Commission (the "Commission"), including a registration statement
on Form S-4 filed with the Commission on February 24, 1997, and the Commission
filings incorporated by reference therein.
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Applied Magnetics Corporation ("Applied Magnetics") and certain other
persons named below may solicit proxies or consents to (i) remove all six of the
present members of the Board of Directors (the "Read-Rite Board") of Read-Rite
Corporation ("Read-Rite") and any person or persons elected or designated by any
of such directors to fill any vacancy or newly created directorship; (ii) amend
Section 3.2 of Article III of Read-Rite's By-laws (the "Read-Rite By-laws") to
fix the number of directors of Read-Rite at two; (iii) elect two nominees of
Applied Magnetics as directors of Read-Rite; and (iv) repeal each provision of
the Read-Rite By-laws or amendments thereto adopted subsequent to December 20,
1996 and prior to the effectiveness of any of the foregoing proposals. The
participants in this solicitation may include Applied Magnetics; the directors
of Applied Magnetics (Craig D. Crisman, Harold R. Frank, Herbert M. Dwight, Jr.,
Dr. R.C. Mercure, Jr. and Jerry E. Goldress); the following executive officers
or employees of Applied Magnetics (Peter Altavilla, Paul Frank and Steve Beal).
As of the date of this communication, Applied Magnetics is the owner of 200
shares of Read-Rite Common Stock ("Shares"). Other than as set forth herein, as
of the date of the communication, neither Applied Magnetics nor any of its
directors, executive officers or other representatives or employees of Applied
Magnetics, or other persons known to Applied Magnetics, who may solicit proxies
or consents has any securities holdings in Read-Rite. Applied Magnetics
disclaims beneficial ownership of any securities of Read-Rite held by any
pension plan or other employee benefit plan of Applied Magnetics or by any
affiliate of Applied Magnetics. Applied Magnetics further disclaims beneficial
ownership of any securities of Read-Rite held by Applied Magnetics or any of its
subsidiaries for the benefit of third parties or in customer or fiduciary
accounts in the ordinary course of business.
Applied Magnetics Corporation ("Applied Magnetics") has retained Gleacher
NatWest, Inc. ("Gleacher NatWest") and Montgomery Securities as its financial
advisors in connection with the proposed transaction with Read-Rite. Although
Gleacher NatWest and Montgomery Securities do not admit that they or any of
their directors, officers, employees of affiliates are a "participant", as
defined in Schedule 14A promulgated under the Securities Exchange Act of 1934,
as amended, or that such Schedule 14A requires the disclosure of certain
information concerning Gleacher NatWest or Montgomery Securities, Gleacher
NatWest and Montgomery Securities may assist Applied Magnetics in this
solicitation. Gleacher NatWest and Montgomery Securities engage in a full range
of investment banking services. As of the most recent practicable date prior to
the date hereof as such information was available, neither Gleacher NatWest nor
Montgomery Securities held any shares of Read-Rite Common Stock ("Shares"). At
the close of business on February 27, 1997, Montgomery Securities had a
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short position of 12,900 Shares in Read-Rite. Each of Gleacher NatWest and
Montgomery Securities disclaims beneficial ownership of any Shares held by
such firm or any of its subsidiaries for the benefit of third parties or in
customer or fiduciary accounts in the ordinary course of business. The
following employees of Gleacher NatWest may assist Applied Magnetics in this
solicitation: Charles Phillips, John Huwiler and David Kerko. The following
employees of Montgomery Securities may assist Applied Magnetics in this
solicitation: Paul Fox, Peter Stoneberg, Harry Plant, David Locala and
David DeRuff.
Except as disclosed above, to the knowledge of Applied Magnetics, none of
Applied Magnetics, the directors or executive officers of Applied Magnetics,
the employees or other representatives of Applied Magnetics has any interest,
direct or indirect, by securities holding or otherwise, in Read-Rite.
--30--nmb/ny*
CONTACT: Media
Robinson Lerer & Montgomery
David Allan
212-484-7781
Michael Bulger
212-484-7413
or
Investors and Analysts
MacKenzie Partners, Inc.:
John K. Kelly
310-284-3110
Lawrence E. Dennedy
212-929-5239
KEYWORD: FN CALIFORNIA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED
REPEATS: New York 212-752-9600 or 800-221-2462; Boston 617-236-4266 or
800-225-2030; SF 415-986-4422 or 800-227-0845;
LA 310-820-9473
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- -0- (BW) Mar/07/97 09:29
EOS (BUS) Mar/07/97 09:29 86
- -0- (BUS) Mar/07/97 9:44
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