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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 2
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. 2 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, 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:
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Item 12. Exhibits.
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Item 12 is hereby amended and supplemented as follows:
(a)(12) Press Release Issued February 28, 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: February 28, 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 99(A).12
Investors are urged to read all documents filed with the Commission related to
this offer, including the T-O 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 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
FOR IMMEDIATE RELEASE
February 28, 2000
PRESS RELEASE ISSUED FEBRUARY 28, 2000
Read-Rite Announces Agreement for Lifting of Interest Payment Blockage
MILPITAS, Calif., Feb. 28 /PRNewswire/ -- Read-Rite Corporation (Nasdaq: RDRT -
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news) announced today that it has reached agreement with its banks on the terms
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under which they will remove their blockage of the interest payment due on March
1, 2000 with respect to Read-Rite's outstanding $345 million of 6 1/2%
Convertible Subordinated Notes due September 1, 2004. Under the terms of the
agreement, the banks will remove the blockage if 66 2/3% or more of the old
notes are exchanged for new 10% Convertible Subordinated Notes due 2004 in Read-
Rite's previously announced exchange offer and Read-Rite receives at least $13.7
million in proceeds from the sale of additional new notes.
On February 24, 2000, the banks issued a notice to the trustee for the old notes
exercising their rights as holders of senior indebtedness under Read-Rite's bank
facility to block the March 1, 2000 interest payment.
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 Philippines
and Singapore. The company's home page on the world wide web can be reached at
http://www.readrite.com
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