-----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, I0XBMpxxpidYqBWk2ock39HKaCT8SjkQq5ntiiFBzJy05OjHk6EEw1WdJN1sLkig Seih4OQqlStylWCejCSpVg== 0000950134-06-016945.txt : 20060829 0000950134-06-016945.hdr.sgml : 20060829 20060829153725 ACCESSION NUMBER: 0000950134-06-016945 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060829 DATE AS OF CHANGE: 20060829 GROUP MEMBERS: NADER TAVAKOLI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RICHARDSON ELECTRONICS LTD/DE CENTRAL INDEX KEY: 0000355948 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 362096643 STATE OF INCORPORATION: DE FISCAL YEAR END: 0720 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36031 FILM NUMBER: 061062494 BUSINESS ADDRESS: STREET 1: 40W267 KESLINGER RD CITY: LAFOX STATE: IL ZIP: 60147 BUSINESS PHONE: 7082082200 MAIL ADDRESS: STREET 1: 40W267 KESLINGER ROAD CITY: LAFOX STATE: IL ZIP: 60147 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EagleRock Capital Management, L.L.C. CENTRAL INDEX KEY: 0001245844 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2126925412 MAIL ADDRESS: STREET 1: 551 FIFTH AVENUE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: EAGLEROCK CAPIAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030624 SC 13G/A 1 d39270sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Richardson Electronics, Ltd.
(Name of Issuer)
Common Stock, par value $.05 per share
 
(Title of Class of Securities)
763165107
 
(CUSIP Number)
February 14, 2006
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o     Rule 13d-1(b)
þ     Rule 13d-1(c)
o     Rule 13d-1(d)

 


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  CUSIP No.
  763165107    13G/A   362096643
             

 

             
1   NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
   
  EagleRock Capital Management, LLC
  04-2693383
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   o        
    (b)   o        
     
3   SEC USE ONLY
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   6,663
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,663
       
WITH      8        SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,663
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0.0%**
     
12   TYPE OF REPORTING PERSON*
   
  OO
*   SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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  CUSIP No.
  763165107    13G/A    
             

 

             
1   NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
   
  Nader Tavakoli
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   o      
    (b)   o
     
3   SEC USE ONLY
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S. Citizen
       
     5      SOLE VOTING POWER
     
NUMBER OF   6,663
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,663
       
WITH 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,663
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o   
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0.0%**
     
12   TYPE OF REPORTING PERSON*
   
  IN
*   SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

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Item 1(a) Name of Issuer
Item 1(b) Address of Issuer’s Principal Executive Offices
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office, or, if none, Residence
Item 2(c) Citizenship or Place of Organization
Item 2(d) Title of Class of Securities
Item 2(e) CUSIP Number
Item 3 Reporting Person
Item 4 Ownership
Item 5 Ownership of Five Percent or Less of a Class
Item 6 Ownership of More Than Five Percent on Behalf of Another Person
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company
Item 8 Identification and Classification of Members of the Group
Item 9 Notice of Dissolution of Group
Item 10 Certification
SIGNATURE
Joint Filing Agreement


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Amendment No. 2 to Schedule 13G
     This Amendment No. 2 to Schedule 13G (the “Schedule 13G/A”) is being filed on behalf of EagleRock Capital Management, LLC, a Delaware limited liability company (“ EagleRock”), and Mr. Nader Tavakoli the principal of EagleRock, relating to shares of Common Stock, par value $0.05 per share (the “Common Stock”), of Richardson Electronics, Ltd., a Delaware corporation (the “Issuer”).
     This Schedule 13G/A relates to Common Stock of the Issuer purchased by Nader Tavakoli and EagleRock for the account of EagleRock Master Fund, LP (“ERMF”), a Cayman Islands limited partnership, EagleRock Institutional Partners LP (“ERIP”), a Delaware limited partnership, and Nader Tavakoli. EagleRock acts as investment manager to each of ERMF and ERIP, and Mr. Tavakoli, as manager of EagleRock, controls the investment decisions of EagleRock.
Item 1(a) Name of Issuer.
     Richardson Electronics, Ltd.
Item 1(b) Address of Issuer’s Principal Executive Offices.
P.O. Box 393
40W267 Keslinger Road
LaFox, IL 60147-0393
Item 2(a) Name of Person Filing.
     EagleRock Capital Management, LLC and Nader Tavakoli.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
24 West 40th Street, 10th Floor
New York, New York 10018
Item 2(c) Citizenship or Place of Organization.
EagleRock is a limited liability company organized under the laws of the state of Delaware. Nader Tavakoli is the Manager of EagleRock and is a United States citizen.
Item 2(d) Title of Class of Securities.
Common Stock, par value $.05 per share (the “Common Stock”).
Item 2(e) CUSIP Number.
763165107

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Item 3 Reporting Person.
Inapplicable.
Item 4 Ownership.
  (a)   EagleRock is the beneficial owner of 6,663 shares of Common Stock and Mr. Tavakoli is the beneficial owner of 6,663 shares of Common Stock.
 
  (b)   EagleRock is the beneficial owner of 0.0% and Mr. Tavakoli is the beneficial owner of 0.0% of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by each reporting person by 14,402,734, the number of shares of Common Stock issued and outstanding as of July 13, 2006, as reported in the Issuer’s Form 8-K filed on July 17, 2006.
 
  (c)   EagleRock, as the investment manager of EagleRock Master Fund, LP and EagleRock Institutional Partners LP, has the sole power to vote and dispose of the 6,663 shares of Common Stock held by ERMF and ERIP. As the Manager of EagleRock, Mr. Tavakoli may direct the voting and disposition of the 6,663 shares of Common Stock held by EagleRock Master Fund, LP and EagleRock Institutional Partners LP.
 
      The filing of this 13G/A shall not be construed as an admission that EagleRock or Mr. Tavakoli is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 6,663 shares of Common Stock owned by ERMF or ERIP. Pursuant to Rule 13d-4 each of EagleRock and Mr. Tavakoli disclaim all such beneficial ownership.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7   Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.

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Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit 99.1
Joint Filing Agreement dated August 28, 2006 between EagleRock Capital Management, LLC and Nader Tavakoli.
[Signature Page Follows]

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SIGNATURE
     After reasonable 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.
     Date: August 28, 2005
         
  EagleRock Capital Management, LLC
 
 
  By:   /s/ Nader Tavakoli    
    Nader Tavakoli, Managing Member   
       
 
         
     
  /s/ Nader Tavakoli    
  Nader Tavakoli   
     

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EX-99.1 2 d39270exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

         
EXHIBIT 99.1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.05 per share, of Richardson Electronics, Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G/A and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 28, 2006.
         
  EagleRock Capital Management, LLC
 
 
  By:   /s/ Nader Tavakoli    
    Nader Tavakoli, Managing Member   
       
 
         
     
  /s/ Nader Tavakoli    
  Nader Tavakoli   
     
 

 

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