<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 1
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
(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. 1 to a Tender Offer Statement on Schedule TO (the
"Statement") amends and supplements the Statement originally filed on February 7
by Read-Rite Corporation, 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 (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:
-3-
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Item 12. Exhibits.
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Item 12 is hereby amended and supplemented as follows:
(a)(11) Presentation at Goldman Sachs & Co. Conference on February 10,
2000 by Cyril J. Yansouni, President of Read-Rite Corporation.
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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: February 10, 2000 READ-RITE CORPORATION
By: /s/ Andrew C. Holcomb
--------------------------------
Name: Andrew C. Holcomb
Title: Vice President and General
Counsel
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EXHIBIT (a)(11)
FORWARD-LOOKING INFORMATION
Certain statements in this Presentation for Read-Rite Corporation include
forward-looking information within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as
amended, and are subject to the "safe harbor" created by those sections. These
statements include, but are not limited to, statements with respect to Read-Rite
Corporation's customer base, the status of our development programs for
desktops, the implementation of advanced technology elements in spin valve
products and the extendibility of our giant magnetoresistive technology. Actual
results for future periods could differ materially from those projected in such
forward-looking statements. This forward-looking information is subject to risk
and uncertainties including the factors listed under "Risk Factors" with respect
to the prospectus for our exchange offer for which we have filed this Schedule
TO and other factors described in our reports filed with the Securities and
Exchange Commission, including, but not limited to, its Annual Report on Form
10-K for fiscal 1999 and quarterly report on Form 10-Q for the quarter ended
December 26, 1999. We undertake no obligation to update forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.
DISK DRIVE INDUSTRY ENVIRONMENT
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. Read-Rite Customer Base Solid Entering Y2000
-- Time to Market Leadership
-- Improved Balance Sheet
-- Market Share Gains in Enterprise Segment
-- Commitment to HDD Market Place
-- Maintaining Aggregate Market Share
RECORDING HEAD INDUSTRY ENVIRONMENT
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. It's a Three Horse Race:
-- Read-Rite, TDK, Alps
. Technology Leadership a Must
-- GMR Technology Extendable to 80 GB/platter; Y2003
PULLING ADVANCED TECHNOLOGY ELEMENTS
INTO TODAY'S SPIN VALVE PRODUCTS
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[GRAPHIC HERE]
<TABLE>
<S> <C> <C>
Top Conventional SV Bottom Synthetic SV Dual Synthetic SV
AFM (PtMn) Free Layer AFM (IrMn)
[GRAPHIC HERE] Pinned Layer (CoFe) [GRAPHIC HERE] (CoFe+NiFe) [GRAPHIC HERE] Synthetic Pinned Layer
Cu Cu (CoFe+Ru+CoFe)
Free Layer Synthetic Pinned Layer Cu
(CoFe+NiFe) (CoFe+Ru+CoFe) Free Layer
AFM (PtMn) (CoFe+NiFe+CoFe)
Cu
Synthetic Pinned Layer
(CoFe+Ru+CoFe)
AFM (IrMn)
</TABLE>
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DEVELOPMENT PROGRAMS: DESKTOPS
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"Value Line" Desktops
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. 15 GB/platter
. 20 GB/platter
. 25 GB and above
"High End" Desktops
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. 10 GB/platter
. 15 GB/platter
. 20 GB/platter
. 25 GB and above
