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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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AMENDMENT NO. 6
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. 6 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, March 6, 2000 and March 8, 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 4. Terms of the Transaction
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Item 4 is hereby amended and supplemented as follows:
(a)(1)(i) The terms of the exchange offer have been amended to
eliminate the condition requiring at least 66 2/3% of the existing notes to be
tendered in the exchange offer. There is no longer a minimum amount of existing
notes that must be tendered in order for Read-Rite Corporation to close the
exchange offer.
(a)(1)(iii) The exchange offer is scheduled to expire at 12:00 midnight,
Eastern Standard Time, on March 15, 2000.
(a)(1)(v) Noteholders who tender, or already have tendered, existing
notes may withdraw the tendered notes at any time before 12:00 midnight, Eastern
Standard Time, on March 15, 2000.
Item 12. Exhibits.
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Item 12 is hereby amended and supplemented as follows:
(a)(16) Press release issued March 9, 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 9, 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)(16)
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 manger, Robertson Stephens, at (800) 234-2663.
FOR IMMEDIATE RELEASE
March 9, 2000
PRESS RELEASE ISSUED MARCH 9, 2000
READ-RITE AMENDS TERMS OF PENDING EXCHANGE OFFER AND EXTENDS EXPIRATION DATE TO
MARCH 15
MILPITAS, CA - March 9, 2000 -- Read-Rite Corporation (Nasdaq: RDRT) today
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announced that approximately $136.5 million in aggregate principal value of the
company's 6 1/2% convertible subordinated notes due 2004, approximately 40% of
the total, were tendered in its exchange offer which was scheduled to expire at
5:00 PM Eastern Standard Time ("EST") on March 8, 2000. The company also
received indications of interest for more than $16 million in cash for
additional notes. Prior to the initial expiration date of the exchange offer,
the company received requests from bondholders to alter or modify the terms of
the exchange offer. In order to accommodate holders of existing notes who want
to participate in the exchange offer, the company has decided to eliminate the
condition in its exchange offer which required at least 66 2/3 % of the existing
notes to be tendered, and has extended the expiration date to 12:00 midnight EST
on March 15, 2000. The company intends to advise its banks of the amended
offer. Bondholders who have already tendered the old notes or indicated an
interest for new notes also have the right to withdraw during this additional
period.
As a result of the extension of the exchange offer, the conversion price
will be set at a 15% premium over the volume weighted average price of the
company's common stock for the period from March 6, 2000 through March 10, 2000.
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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