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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act Of 1934
READ-RITE CORPORATION
(Name of Subject Company (issuer))
READ-RITE CORPORATION, as issuer
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE SEPTEMBER 1, 2004
(Title of Class of Securities)
755246AA3
(CUSIP Number of Class Securities)
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Cyril J. Yansouni
Chief Executive Officer
READ-RITE CORPORATION
345 Los Coches Street
Milpitas, California 95035
(408) 262-6700
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copies to:
John A. Fore, Esq. Abigail Arms, Esq
WILSON SONSINI GOODRICH & ROSATI Shearman & Sterling
650 Page Mill Road 801 Pennsylvania Avenue, N.W.
Palo Alto, CA 94304 Washington, D.C. 20004
(650) 493-9300 (202) 508-8000
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of filing fee
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$70,725,000(1) $18,672
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is
the market value as of January 25, 2000 of the maximum amount of 6 1/2%
Convertible Subordinated Notes due September 1, 2004 that may be received by the
Registrant from tendering holders in the exchange offer.
Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed January 27, 2000.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $77,147
Form or Registration No.: S-4
(File No. 333-95527)
Filing Party: Read-Rite Corporation
Date Filed: January 27, 2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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INTRODUCTION
This Amendment No. 5 to a Tender Offer Statement on Schedule TO (the
"Statement") amends and supplements the Statement originally filed by Read-Rite
Corporation on February 7, 2000 and amended on February 10, 2000, February 28,
2000, March 1, 2000 and March 6, 2000 in connection with its offer to exchange
up to $345,000,000 of its 6 1/2% Convertible Subordinated Notes due September 1,
2004 (or such lesser number as are properly tendered) into its 10% Convertible
Subordinated Notes due September 1, 2004, upon the terms and subject to the
conditions set forth in Read-Rite Corporation's Registration Statement on Form
S-4 (File No. 333-95527) filed with the Securities and Exchange Commission on
January 27, 2000, and as amended on February 7, 2000 and March 1, 2000
(collectively, the "Registration Statement"). The Registration Statement and the
exhibits thereto are incorporated by reference in this Schedule TO in answer to
some of the items required in this Schedule TO.
The Registrant hereby amends and supplements the Schedule TO as follows:
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Item 12. Exhibits.
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Item 12 is hereby amended and supplemented as follows:
(a)(15) Press release issued March 7, 2000.
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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.
Dated: March 8, 2000 READ-RITE CORPORATION
By: /s/ Andrew C. Holcomb
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Name: Andrew C. Holcomb
Title: Vice President and General
Counsel
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EXHIBIT (a)(15)
Investors are urged to read all documents filed with the Commission related to
this offer, including the Schedule TO to which this press release is being filed
as an exhibit and the S-4(file number 333-95527) relating to the exchange offer,
as they contain important information. Investors can receive copies of any of
the documents related to this offer for free at the Commission's web site and
they are available for free from the registrant by writing or telephoning it
at the following address:
Investor Relation's Department
Read-Rite Corporation
345 Los Coches Street
Milpitas, California 95035
(510)683-7676
Investors can also receive information concerning the exchange offer by calling
the information agent, Georgeson Shareholder Communications Inc., at (800)
223-2064 or the dealer manager, Robertson Stephens, at (800) 234-2663.
FOR IMMEDIATE RELEASE
March 7, 2000
PRESS RELEASE ISSUED MARCH 7, 2000
FEDERAL COURT DISMISSES SHAREHOLDER CLASS ACTION SUITS AGAINST READ-RITE
MILPITAS, CA - March 7, 2000 - Read-Rite Corporation (Nasdaq:RDRT) today
announced that the U.S. District Court in San Jose has dismissed the two
federal class action lawsuits filed against the Read-Rite and certain of its
officers and directors. In one suit, covering a class of plaintiffs who
purchased Read-Rite stock during the period from April 19, 1995 through January
22, 1996, the court's order precludes the plaintiffs from refiling their case.
The other class action, covering a group of plaintiffs who purchased Read-Rite
stock during the period from March 2, 1996 through June 2, 1996, was also
dismissed, but the court gave the plaintiffs in this case thirty (30) days to
file an amended complaint in an attempt to remedy deficiencies in their prior
pleadings.
"We are obviously delighted with the decision", said Cyril Yansouni, chairman
and chief executive officer, "We have always believed that the company, its
officers and its directors had meritorious defenses in these actions."
Read-Rite Corporation is one of the world's leading independent manufacturers of
magnetic recording heads, head gimbal assemblies (HGAs) and head stack
assemblies (HSAs) for disk drives and tape drives. The company is headquartered
in Milpitas, California and has operations in Japan, Thailand, the Phillippines
and Singapore. The company's home page on the world wide web can be reached at
http:/www.readrite.com.
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