-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmxUk9vkdhP2vv9/6V3ennNGIDImodQULEpO/KfOILBLTuBblydxLuKr8zRguiyZ SW3KpXVbTXEH5NYfKnVDvg== 0000891618-97-000990.txt : 19970306 0000891618-97-000990.hdr.sgml : 19970306 ACCESSION NUMBER: 0000891618-97-000990 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970304 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MAGNETICS CORP CENTRAL INDEX KEY: 0000006948 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 951950506 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06635 FILM NUMBER: 97550542 BUSINESS ADDRESS: STREET 1: 75 ROBIN HILL RD CITY: GOLETA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056835353 MAIL ADDRESS: STREET 1: 75 ROBIN HILL ROAD CITY: GOLETA STATE: CA ZIP: 93117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: READ RITE CORP /DE/ CENTRAL INDEX KEY: 0000819480 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 942770690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFC14A BUSINESS ADDRESS: STREET 1: 345 LOS COCHES ST CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4082626700 MAIL ADDRESS: STREET 1: 345 LOS COCHES STREET CITY: MILPITAS STATE: CA ZIP: 95035 DEFC14A 1 SOLICITING MATERIAL 1 SCHEDULE 14A INFORMATION (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ x ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12* * Although the Registrant does not consider the enclosed press release to be a solicitation within the meaning of Rule 14a-1(l), the Registrant is making this filing in light of the recent public communications of Applied Magnetics Corporation and the content of the enclosed materials. READ-RITE CORPORATION _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN REGISTRANT) Payment of Filing Fee (Check the appropriate box): [ x ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(a)(4) and 8-11. 1) Title of each class of securities to which transaction applies: ___________________________________________________________________ 2) Aggregate number of securities to which transaction applies: ___________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Rule 0-1 (Set forth the amount on which the amount on which the filing fee is calculated and state how it was determined): ___________________________________________________________________ 4) Proposed maximum aggregate value of transaction: ___________________________________________________________________ 5) Total fee paid: ___________________________________________________________________ 2 [ ] Fee paid previously with preliminary materials. [ ] Check below if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ___________________________________________________________________ 2) Form, Schedule or Registration Statement No.: ___________________________________________________________________ 3) Filing Party: ___________________________________________________________________ 4) Date Filed: ___________________________________________________________________ 3 PRESS RELEASE CONTACTS: Read-Rite Corporation Kekst and Company Steve Polcyn Andrea Bergofin 408-956-2217 Todd Fogarty Media: Jerry Parrott 212-593-2655 408-956-2217 FOR IMMEDIATE RELEASE READ-RITE DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARES PURCHASE RIGHTS MILPITAS, CA -- March 4, 1997 -- Read-Rite Corporation (NASDAQ:RDRT) announced today that its Board of Directors has declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of the company's Common Stock. "Our Board has determined that this distribution of Rights is a prudent step given its unanimous conclusion that Read-Rite's continuing pursuit of its long-term strategic plan will best serve the interests of Read-Rite shareholders. The Rights are designed to protect and maximize the long-term value of the company for our shareholders by assuring that they receive fair and equal treatment in any unsolicited proposed takeover of the company," said Cyril J. Yansouni, chairman and chief executive officer. Each Right will entitle shareholders to buy one one-thousandth of a share of the company's Series A Participating Preferred Stock at an exercise price of $150.00. The Rights will become exercisable following the tenth day after a person or group announces acquisition of 20% or more of the company's Common Stock or announces commencement of a tender offer, the consummation of which would result in ownership by the person or group of 20% or more of the Common Stock. The company will be entitled to redeem the Rights for $.001 per Right at any time on or before the tenth day following acquisition by a person or group of 20% or more of the company's Common Stock. If, prior to redemption of the Rights, a person or group acquires 20% or more of the company's Common Stock (a "Flip-In"), each Right not owned by a holder of 20% or more of the Common Stock (or an affiliate of such a holder) will entitle its holder to purchase, at the Right's then current exercise price, that number of shares of Common Stock of the company (or, in certain circumstances as determined by the Board, cash, other property or other securities) having a market value at that time of twice the Right's exercise price. If, after a Flip-In, Read-Rite sells more than 50% of its assets or earning power or is acquired in a merger or other business combination transaction, the acquiring person must assume the obligations under the Rights, and the Rights will become exercisable to acquire Common Stock of the acquiring person at the discounted price. At any time after a Flip-In and prior to the acquisition by any person of 50% or more of the outstanding Common Stock, the Board of Directors of the company may exchange the Rights (other than those owned by the acquiring person or its affiliates) for Common Stock of the company at an exchange ratio of one share of Common Stock per Right. 4 The dividend distribution will be made on March 17, 1997, payable to shareholders of record on March 17, 1997. The Rights will expire on March 17, 2007. Prior to the time the Rights become exercisable, the Rights will be represented by and traded with Read-Rite's Common Stock and there will be no separate certificates or market for the Rights. Following such time as the Rights become exercisable, the Rights will separate from the Common Stock and trade separately. Read-Rite Corporation is the world's leading independent manufacturer of recording heads, head gimbal assemblies (HGAs) and head stack assemblies (HSAs) for disk drives and magnetoresistive heads for quarter-inch-cartridge tape drives. The company is headquartered in Milpitas, California and has operations in Thailand, Malaysia, the Philippines and Singapore. Read-Rite also has a strong presence in Japan through Read-Rite SMI Corporation, its joint venture with Sumitomo Metal Industries, Ltd. Read-Rite employs some 20,000 people. The company's home page on the World Wide Web can be reached at www.readrite.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----