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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 1)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
READ-RITE CORPORATION
(Name of Subject Company)
READ-RITE CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, $.0001 par value
(Title of Class of Securities)
755246 10 5
(CUSIP Number of Class of Securities)
CYRIL J. YANSOUNI
President and Chief Executive Officer
Read-Rite Corporation
345 Los Coches Street
Milpitas, California 95035
(408) 262-6700
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of person(s) filing statement)
Copy to:
LARRY W. SONSINI, ESQ.
FRANCIS S. CURRIE, ESQ.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Read-Rite Corporation, a Delaware
corporation (the "Company" or "Read-Rite"), and the address of the principal
executive offices of the Company is 345 Los Coches Street, Milpitas, California
95035. The title and the class of equity securities to which this statement
relates is the common stock, par value $.0001 per share, of the Company (the
"Common Stock" or the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to announcement of an intention by Applied
Magnetics Corporation, a Delaware corporation ("AMC") to acquire all outstanding
Shares in exchange for 0.679 shares of AMC common stock per Share (the "Proposed
Offer"), upon the terms and subject to the conditions set forth in a
Registration Statement on Form S-4, dated February 24, 1997 (the "Registration
Statement") filed by AMC with the Securities and Exchange Commission (the
"SEC"). According to the Registration Statement, AMC intends, following
consummation of the Proposed Offer to seek to merge the Company with and into
AMC pursuant to applicable law. The Proposed Offer has not been commenced and
cannot be commenced pursuant to the federal securities laws until, among other
things, the Registration Statement is declared effective by the SEC. According
to the Registration Statement, the principal executive offices of AMC are
located at 75 Robin Hill Road, Goleta, California 93117-5400.
On March 14, 1997, AMC announced that it had withdrawn the Proposed Offer.
A press release relating to this announcement is filed as Exhibit 10 to this
statement.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1(F) The "Compensation of Directors," "Compensation of
Executive Officers," "Board Compensation Committee
Report on Executive Compensation" and "Employment
Arrangements" sections of the Proxy
Exhibit 2(F) Article X of the Company's Restated Certificate of
Incorporation
Exhibit 3(F) Article VIII of the Company's Bylaws
Exhibit 4(F) Form of Indemnification Agreement
Exhibit 5(F) Press Release of the Company dated March 3, 1997
Exhibit 6(F) Press Release of the Company dated March 4, 1997
Exhibit 7(F) Summary of Stockholders Rights Plan
Exhibit 8(F) Complaint of Janet Cohen against the Company and certain
of its directors, filed on or about February 25, 1997.
Exhibit 9(F) Complaint of Great Neck Capital Appreciation L.P.
against the Company and certain of its directors, filed
on or about February 25, 1997.
Exhibit 10 Press Release of AMC withdrawing the Proposed Offer.
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(F) Previously filed.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 14, 1997 READ-RITE CORPORATION
By: /s/ Cyril J. Yansouni
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Cyril J. Yansouni
President and Chief Executive Officer
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Exhibit 10
Friday March 14 11:01 AM EST
Applied Magnetics Corp calls off Read-Rite bid
NEW YORK, March 14 (Reuter) - Applied Magnetics Corp said the recent, sharp
decline in the company's stock price has made "not feasible" its hostile,
stock-swap takeover bid for Read-Rite Corp.
"Although we continue to believe the strategic rationale for this combination
is compelling, we recognize that based on the current value of Applied
Magnetics' common stock the transaction is not feasible," Applied chief
executive Craig Crisman said in a statement.
In late morning NYSE trade Applied shares reacted positively to the withdrawal,
adding 1-5/8 to 34-7/8.
The hostile bid began when Applied announced on February 24 that it was
seeking to acquire Read-Rite by exchanging shares at a ratio of 0.679 Applied
share for each Read-Rite share.
