-----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, S3bfooZebqDWBAZVinE0RrT+pQ/xboRSM6kg+Kp9dtA+JSJLQp8FrDNHRoc2lL28 eawYkZVh+gNMCIAHHaUyCg== 0000950148-97-000041.txt : 19970109 0000950148-97-000041.hdr.sgml : 19970109 ACCESSION NUMBER: 0000950148-97-000041 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970108 SROS: NASD SROS: NYSE SROS: PSE GROUP MEMBERS: BELL INDUSTRIES INC GROUP MEMBERS: BELL INDUSTRIES, INC. GROUP MEMBERS: ME ACQUISITION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILGRAY ELECTRONICS INC CENTRAL INDEX KEY: 0000066270 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 135600636 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33857 FILM NUMBER: 97502737 BUSINESS ADDRESS: STREET 1: 77 SCHMITT BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 5164209800 MAIL ADDRESS: STREET 2: 77 SCHMITT BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 954530889 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 BUSINESS PHONE: 3108262355 MAIL ADDRESS: STREET 1: 11812 SAN VICENTE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90049-5069 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 SC 14D1/A 1 SC 14D1/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D ------------------------ MILGRAY ELECTRONICS, INC. (NAME OF SUBJECT COMPANY) ------------------------ BELL INDUSTRIES, INC. ME ACQUISITION, INC. (BIDDERS) COMMON STOCK, PAR VALUE $0.25 PER SHARE (TITLE OF CLASS OF SECURITIES) 599751 10 4 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ TRACY A. EDWARDS 11812 SAN VICENTE BOULEVARD LOS ANGELES, CALIFORNIA 90049-5022 (310) 826-2355 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ WITH A COPY TO: ANDREW W. GROSS, ESQ. IRELL & MANELLA LLP 1800 AVENUE OF THE STARS, SUITE 600 LOS ANGELES, CALIFORNIA 90067-4276 TELEPHONE: (310) 277-1010 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 - ----------------------------------------------- CUSIP NO. 599751 10 4 14D-1 - -----------------------------------------------
- ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bell Industries, Inc. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS (SEE INSTRUCTIONS) BK - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,582,386 - ------------------------------------------------------------------------------ 8. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------ 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 97.2% - ------------------------------------------------------------------------------ 10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC and CO - ------------------------------------------------------------------------------
2 3 - ----------------------------------------------- CUSIP NO. 599751 10 4 14D-1 - -----------------------------------------------
- ------------------------------------------------------------------------------ 11. NAMES OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ME Acquisition, Inc. - ------------------------------------------------------------------------------ 12. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------ 13. SEC USE ONLY - ------------------------------------------------------------------------------ 14. SOURCES OF FUNDS (SEE INSTRUCTIONS) AF - ------------------------------------------------------------------------------ 15. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] - ------------------------------------------------------------------------------ 16. CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ 17. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,582,386 - ------------------------------------------------------------------------------ 18. [ ] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------ 19. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7 97.2% - ------------------------------------------------------------------------------ 20. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------
3 4 This Statement, which is being filed jointly by Bell Industries, Inc., a California corporation ("Parent"), and ME Acquisition, Inc., a New York corporation and wholly owned subsidiary of Parent ("Purchaser"), constitutes Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1 and Schedule 13D ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on December 4, 1996, with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, par value $0.25 per share (the "Shares"), of Milgray Electronics, Inc., a New York corporation (the "Company"), at a price of $14.77 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 4, 1996. This Amendment No. 3 to the Schedule 14D-1 also constitutes Amendment No. 3 to Schedule 13D of Purchaser and Parent. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 5:00 p.m., New York City time, on Tuesday, January 7, 1997. Based on preliminary information provided by the Depositary, a total of 6,582,386 Shares (or approximately 97.2% of the Shares outstanding), including 166,117 Shares tendered by Notices of Guaranteed Delivery, were validly tendered and not withdrawn. The Purchaser has accepted for payment all such Shares. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated December 4, 1996.**** (a)(2) Letter of Transmittal.** (a)(3) Notice of Guaranteed Delivery.** (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(7) Text of joint Press Release issued by Parent and the Company on November 27, 1996.**
4 5 (a)(8) Form of Summary Advertisement, dated December 4, 1996.** (a)(9) Letter to shareholders of the Company, dated December 4, 1996.** (a)(10) Text of Press Release issued by Parent on December 16, 1996.*** (a)(11) Text of Press Release issued by Parent on January 8, 1997.* (b) Commitment Letter, dated October 2, 1996, from Union Bank of California, N.A. to Parent (as supplemented by that certain letter agreement between Union Bank of California, N.A. and Parent dated November 13, 1996).** (c)(1) Agreement and Plan of Merger, dated as of November 26, 1996, by and among Parent, Purchaser and the Company.** (c)(2) Tender Agreement, dated as of November 26, 1996, by and among Parent, Purchaser and Herbert S. Davidson.** (c)(3) Employment Agreement by and between Parent and Herbert S. Davidson, dated as of November 26, 1996.** (c)(4) Employment Agreement by and between Parent and Richard Hyman, dated as of November 26, 1996.** (c)(5) Employment Agreement by and among Parent, the Company and John Tortorici, dated as of November 26, 1996.** (c)(6) Employment Agreement by and among Parent, the Company and Gary Adams, dated as of November 26, 1996.** (c)(7) Employment Agreement by and among Parent, the Company and Andrew Epstein, dated as of November 26, 1996.** (c)(8) Employment Agreement by and among Parent, the Company and James Darren O'Donnell, dated as of November 26, 1996.** (c)(9) Employment Agreement by and among Parent, the Company and Steven Sokoloff, dated as of November 26, 1996.** (c)(10) Employment Agreement by and among Parent, the Company and Elliot Schnabel, dated as of November 26, 1996.** (c)(11) Employment Agreement by and among Parent, the Company and Thomas Woolf, dated as of November 26, 1996.** (d) Not applicable. (e) Not applicable. (f) Not applicable.
- --------------- * Document filed herewith. ** Document previously filed as an exhibit to the Schedule 14D-1. *** Document previously filed as an exhibit to Amendment No. 1 to the Schedule 14D-1. **** Document previously filed as an exhibit to Amendment No. 2 to the Schedule 14D-1. 5 6 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 and agree that this Statement may be filed collectively with ME Acquisition, Inc. Dated: January 8, 1997 BELL INDUSTRIES, INC. By: /s/ TRACY A. EDWARDS -------------------------------- Name: Tracy A. Edwards Title: Vice President 6 7 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 and agree that this Statement may be filed collectively with Bell Industries, Inc. Dated: January 8, 1997 ME ACQUISITION, INC. By: /s/ TRACY A. EDWARDS --------------------------------- Name: Tracy A. Edwards Title: Vice President 7 8 EXHIBIT INDEX
EXHIBIT NO. ------- (a)(1) Offer to Purchase dated December 4, 1996.**** (a)(2) Letter of Transmittal.** (a)(3) Notice of Guaranteed Delivery.** (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(7) Text of joint Press Release issued by Parent and the Company on November 27, 1996.** (a)(8) Form of Summary Advertisement, dated December 4, 1996.** (a)(9) Letter to shareholders of the Company, dated December 4, 1996.** (a)(10) Text of Press Release issued by Parent on December 16, 1996.*** (a)(11) Text of Press Release issued by Parent on January 8, 1997.* (b) Commitment Letter, dated October 2, 1996, from Union Bank of California, N.A. to Parent (as supplemented by that certain letter agreement between Union Bank of California, N.A. and Parent dated November 13, 1996).** (c)(1) Agreement and Plan of Merger, dated as of November 26, 1996, by and among Parent, Purchaser and the Company.** (c)(2) Tender Agreement, dated as of November 26, 1996, by and among Parent, Purchaser and Herbert S. Davidson.** (c)(3) Employment Agreement by and between Parent and Herbert S. Davidson, dated as of November 26, 1996.** (c)(4) Employment Agreement by and between Parent and Richard Hyman, dated as of November 26, 1996.** (c)(5) Employment Agreement by and among Parent, the Company and John Tortorici, dated as of November 26, 1996.** (c)(6) Employment Agreement by and among Parent, the Company and Gary Adams, dated as of November 26, 1996.** (c)(7) Employment Agreement by and among Parent, the Company and Andrew Epstein, dated as of November 26, 1996.** (c)(8) Employment Agreement by and among Parent, the Company and James Darren O'Donnell, dated as of November 26, 1996.** (c)(9) Employment Agreement by and among Parent, the Company and Steven Sokoloff, dated as of November 26, 1996.** (c)(10) Employment Agreement by and among Parent, the Company and Elliot Schnabel, dated as of November 26, 1996.** (c)(11) Employment Agreement by and among Parent, the Company and Thomas Woolf, dated as of November 26, 1996.** (d) Not applicable. (e) Not applicable. (f) Not applicable.
--------------- * Document filed herewith. ** Document previously filed as an exhibit to the Schedule 14D-1. *** Document previously filed as an exhibit to Amendment No. 1 to the Schedule 14D-1. **** Document previously filed as an exhibit to Amendment No. 2 to the Schedule 14D-1. 8 EX-99.(A)(11) 2 EXHIBIT (A)(11) 1 EXHIBIT 99.(a)(11) [BELL INDUSTRIES LETTERHEAD] Contacts: Gordon Graham President and Chief Operating Officer Tracy A. Edwards Vice President and Chief Financial Officer Bell Industries, Inc. (310) 826-2355 http://www.bellind.com Melvyn S. Rifkind (818) 783-8323 BELL INDUSTRIES ANNOUNCES TENDER OFFER MILGRAY SUCCESSFUL FOR IMMEDIATE RELEASE Los Angeles, California -- January 8, 1997 -- Bell Industries, Inc. (NYSE:PSE:BI) today announced that it has acquired, through a $14.77 cash tender offer, approximately 95% of the outstanding shares of Milgray Electronics, Inc. The tender offer expired on January 7, 1997. Bell had announced on November 27, 1996 its plan to acquire Milgray in a two-step transaction. By acquiring more than 66 2/3% of the outstanding Milgray shares, Bell met one of the key conditions of the acquisition agreement. All remaining shares will be acquired at the same price -- $14.77 through a cash merger expected to be consummated on January 15, 1997. No vote of Milgray shareholders will be required. Theodore Williams, Bell's Chief Executive Officer, said, "We are delighted with the success of the Tender Offer and look forward to the integration of Milgray's business with Bell's and the synergies that the combination should provide." Bell Industries distributes products for the electronics, computer, graphics and other industrial markets. Milgray distributes electronic components and computer products for the industrial markets. ### -----END PRIVACY-ENHANCED MESSAGE-----