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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)

Methode Electronics, Inc.
(Name of Subject Company)

Methode Electronics, Inc.
(Name of Person(s) Filing Statement)

Class B Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)

591520 10 1
(CUSIP Number of Class of Securities)

Donald W. Duda
President
Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, IL 60706-4548
(708) 867-6777
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)

With copies to:

James W. Ashley, Jr.
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700		   Daniel A. Neff
Trevor S. Norwitz
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York, 10019
(212) 403-1000

        o    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Purpose of Amendment

        This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "Commission") on July 21, 2003 (as amended by Amendment No. 1 filed on August 4, 2003, the "Schedule 14D-9"), by Methode Electronics, Inc., a Delaware corporation (the "Company" or "Methode").

        The original filing on Schedule 14D-9 related to the tender offer made by MEI Investment Corp. ("MEI" or "Offeror"), a wholly owned subsidiary of Dura Automotive Systems, Inc. ("Dura"), as set forth in a Tender Offer Statement filed by Dura on Schedule TO, dated July 8, 2003 (the "Schedule TO"), to pay $23.00 net to the seller in cash, without interest thereon, for each Class B Common Share, upon the terms and subject to the conditions set forth in the Schedule TO. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.


ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

        Item 2(b) of the Schedule 14D-9 is amended and supplemented by adding the following:

        On August 1, 2003, Dura and MEI filed Amendment No. 2, and on August 5, 2003, Dura and MEI filed Amendment No. 3 (together, the "Amendments"). According to the Amendments, the Offer has been amended in several respects by a Supplement thereto dated August 4, 2003, including the following: the price per share to be paid under the Offer for the remaining Class B Common Shares has been increased to $50 per Class B Common Share, net to the seller in cash, without interest thereon; MEI and Dura have committed, upon completion of the Offer, to fund a special distribution of $0.35 per share to the holders of the Class A Shares (and have stated that they will support the payment to holders of Class A Shares of an additional $0.26 dividend from the Company's own funds) and have committed, upon completion of the Offer, to execute a three-year "corporate governance" agreement with Methode; certain conditions of the Offer have been waived; and the expiration date of the Offer has been extended until August 18, 2003 (as amended, the "Revised Offer").


ITEM 4. THE SOLICITATION OR RECOMMENDATION.

        Item 4 of the Schedule 14D-9 is amended and supplemented by adding the following:

        After careful consideration, including a thorough review of the Revised Offer with the Company's independent financial and legal advisors, the Board of Directors determined to recommend that the holders of Class B Common Shares not tender their shares into the offer.

        Accordingly, the Board of Directors recommends that you reject the Revised Offer and not tender your Class B Common Shares into the Offer.

        According to Dura, on May 16, 2003, Dura's Chief Executive Officer and Chief Financial Officer met with a third party to gather information regarding the Company and instructed such third party to attempt to arrange a meeting with the McGinley Family Trusts, and a meeting was tentatively scheduled for June 11, 2003 but was subsequently cancelled. Mr. James McGinley (a director of the Company), has advised the Company that this is incorrect as, when he was contacted by a third party, he declined any such attempted meeting citing the agreement with the Company.

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        According to Mr. James McGinley, Dura attempted to contact Mr. McGinley via telephone on July 18, 2003, July 19, 2003 and July 20, 2003.

        On July 29, 2003, at Mr. James McGinley's request, Dura's Chief Executive Officer and Chief Financial Officer met, at Dura's headquarters in Michigan, with Mr. James McGinley (who is CEO of Stratos Lightwave, Inc.), Manish C. Shah (one of the special fiduciaries of the McGinley Family Trusts and an employee of Stratos) and two other persons to discuss the possibility of establishing a strategic relationship between Stratos and Dura. However, Dura reported that during the course of the meeting, the parties discussed the Offer and the circumstances surrounding the execution of the new agreement with the Company by the McGinley Family Trusts. Mr. James McGinley has advised the Company that, despite efforts by the Stratos executives to limit the discussions to Stratos-Dura strategic business opportunities, the Dura executives expressed disappointment with the new agreement between the Company and the McGinley Family Trusts.

        On July 31, 2003, Dura sent the following letter to the Methode Board:

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Sincerely,
 
 

/s/  LAWRENCE A. DENTON      
 
 

Chief Executive Officer
 
 

        On August 7, 2003, the Special Committee met with its financial and legal advisors, and discussed the Revised Offer.

        On August 13, 2003, the Special Committee met with its financial and legal advisors, considered the Revised Offer and determined that the Revised Offer was not fair to or in the best interests of the Company's stockholders.

        Later on August 13, 2003, the full Board met with its financial and legal advisors and considered the Revised Offer. Mr. James McGinley and Mr. Robert McGinley reiterated to the Board that the McGinley Family Trusts intended to fully comply with their Agreement with Methode. The Board (with James McGinley, Robert McGinley and Roy Van Cleave abstaining on the advice of counsel that there was a potential conflict of interest) determined that the Revised Offer was not a "Superior Proposal" within the meaning of the Agreement between the McGinley Family Trusts and the Company. The Board further resolved (with the same abstentions) to recommend that the holders of the Class B Common Shares not tender their Class B Common Shares into the Revised Offer for the reasons described below.

General Reasons for the Board of Directors' Recommendation

        In reaching the recommendation that the Company's stockholders not tender into the Revised Offer, the Company's Board of Directors consulted with the Company's senior management and its independent legal advisors, Wachtell, Lipton, Rosen & Katz, and its independent financial advisors, Lazard, and took into account numerous factors, including but not limited to the following principal considerations:

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Reasons for the Special Committee's Recommendation

        In making its determination that the Revised Offer is not fair to or in the best interests of the holders of the Company's stock, the Special Committee considered the views of the Company's senior management and consulted with its independent legal advisors, Morris, Nicholls, Arsht & Tunnel, and its independent financial advisors, TM Capital Corp., and took into account numerous factors, including but not limited to the following:

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Reasons for the Board's Belief that the Existing Agreement Provides a Superior Transaction

        Among the numerous factors taken into account by the Board in reaching the conclusion that the Existing Agreement provides a transaction that is better for the Company and its stockholders than the transactions contemplated by the Revised Offer were the following:

Reasons for the Board's Belief that the Existing Agreement is Fair to the Class B Stockholders

        The reasons for the Board of Directors' belief that the transactions contemplated by the Existing Agreement are fair to the holders of the Class B Common Stock include the following:

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        ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF THE COMPANY'S CLASS B COMMON STOCK REJECT THE REVISED OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE REVISED OFFER.

        The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive but addresses the material information and factors considered by the Board in its consideration of the Revised Offer. In view of the variety of factors and the amount of information considered, the Company Board did not find it practicable to provide specific assessments of, quantify, or otherwise assign any relative weights to, the specific factors considered in determining to recommend that stockholders reject the Revised Offer. Such determination was made after consideration of all the factors taken as a whole. In addition, individual members of the Company Board may have given differing weights to different factors. The Company Board received the advice of Lazard and the Company's outside legal advisors, who were retained to advise the Company Board.

        In reaching the recommendation that the Company's stockholders not tender into the Revised Offer, the Board also took into account the following considerations in favor of the Revised Offer, but these were unable to outweigh the considerations described above that caused the Board to recommend that stockholders reject the Revised Offer:

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        To the best of Methode's knowledge, to the extent permitted by applicable securities laws, rules or regulations, none of Methode's executive officers or directors currently intend to tender Class B Common Shares over which he or she has sole dispositive power to Dura.


ITEM 8.    ADDITIONAL INFORMATION TO BE FURNISHED.

        Item 8 of the Schedule 14D-9 is amended and supplemented by adding the following:

        Litigation.    On July 29, 2003, the parties to the litigation filed on September 12, 2002 entered into a stipulation and agreement of compromise, settlement and release (the "Settlement Agreement") providing for the settlement of this litigation. Pursuant to the terms of the Settlement Agreement, Defendants agreed, among other things, that: (i) the amended agreement with the McGinley Family Trusts requiring the approval of the Class A stockholders prior to making the planned tender offer by Methode was the result of this litigation and was a benefit to the Class A stockholders and to the Company and its directors in responding to the Dura Offer and with respect to the decision to enter into the Existing Agreement; and (ii) the Company, acting through its board of directors, would declare and pay a special dividend of $0.04 per Class A Common Share within 60 days following the acquisition of the balance of the Class B common shares by merger or purchase. The Settlement Agreement also provides for the dismissal of this litigation with prejudice and release of all related claims against Methode and the director defendants. The settlement as provided for in the Settlement Agreement is contingent upon, among other things, approval by the court.


ITEM 9.    EXHIBITS.

        The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as a part of this Statement.

Exhibit No.
   Description

(a)(1)
 
Letter, dated July 21, 2003, to Methode Shareholders

(a)(2)
 
Press Release issued by Methode on July 21, 2003

(a)(3)
 
Restated Certificate of Incorporation of Methode

(a)(4)
 
Certificate of Elimination of 4% Convertible Preferred Stock, Series A of Methode

(a)(5)
 
Certificate of Designation of Series A Junior Participating Preferred Stock of Methode

(a)(6)
 
By-laws of Methode

(a)(7)
 
Press Release issued by Methode on July 30, 2003

(a)(8)
 
Letter from Dura Automotive Systems, Inc. to the Board of Directors of Methode dated July 31, 2003

(a)(9)
 
Press Release issued by Methode on August 1, 2003

(a)(10)
 
Letter, dated August 14, 2003, to Methode Shareholders

(a)(11)
 
Press Release issued by Methode on August 14, 2003

(e)(1)
 
Agreement dated July 20, 2003 by and among Methode and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley and Robert R. McGinley
     

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(e)(2)
 
Agreement dated August 19, 2002 by and among Methode and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley, Margaret J. McGinley, James W. McGinley and Robert R. McGinley and amendment dated December 26, 2002

(e)(3)
 
Form of Agreement between William T. Jensen and Methode

(e)(4)
 
Form of Agreement between Horizon Farms, Inc. and Methode

(e)(5)
 
Form of Agreement between Donald W. Duda and Methode

(e)(6)
 
Form of Agreement between John R. Cannon and Methode

(e)(7)
 
Form of Agreement between Robert J. Kuehnau and Methode

(e)(8)
 
Form of Agreement between James F. McQuillen and Methode

(e)(9)
 
Form of Agreement between Douglas A. Koman and Methode

(e)(10)
 
Methode Managerial Bonus and Matching Bonus Plan (also referred to as the Longevity Contingent Bonus Program)

(e)(11)
 
Methode 2000 Stock Plan

(e)(12)
 
Methode 1997 Stock Plan

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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: August 14, 2003   Methode Electronics, Inc.

 
 
By:
 
/s/ Donald W. Duda
Name    Donald W. Duda
Title    President

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Index of Exhibits

Exhibit No.
   Description
(a)(1)   Letter, dated July 21, 2003, to Methode Electronics, Inc. Shareholders (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-9 filed by Methode Electronics, Inc. on July 21, 2003)

(a)(2)
 
Press Release issued by Methode Electronics, Inc. on July 21, 2003 (incorporated herein by reference to Exhibit (a)(2) to the Schedule 14D-9 filed by Methode Electronics, Inc. on July 21, 2003)

(a)(3)
 
Restated Certificate of Incorporation of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(a) to Amendment No. 2 to the Schedule 13E-3 filed by Methode Electronics, Inc. on May 16, 2003)

(a)(4)
 
Certificate of Elimination of 4% Convertible Preferred Stock, Series A of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(c) to Amendment No. 2 to the Schedule 13E-3 filed by Methode Electronics,  Inc. on May 16, 2003)

(a)(5)
 
Certificate of Designation of Series A Junior Participating Preferred Stock of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(d) to Amendment No. 2 to the Schedule 13E-3 filed by Methode Electronics,  Inc. on May 16, 2003)

(a)(6)
 
By-laws of Methode Electronics, Inc. (incorporated herein by reference to Exhibit (a)(6) to the Schedule 14D-9 filed by Methode Electronics, Inc. on July 21, 2003)

(a)(7)
 
Press Release issued by Methode Electronics, Inc. on July 30, 2003 (incorporated herein by reference to Exhibit (a)(7) to the Schedule 14D-9 filed by Methode Electronics, Inc. on August 4, 2003)

(a)(8)
 
Letter from Dura Automotive Systems, Inc. to the Board of Directors of Methode Electronics, Inc. dated July 31, 2003 (incorporated herein by reference to Exhibit (a)(8) to the Schedule 14D-9 filed by Methode Electronics,  Inc. on August 4, 2003)

(a)(9)
 
Press Release issued by Methode Electronics, Inc. on August 1, 2003 (incorporated herein by reference to Exhibit (a)(9) to the Schedule 14D-9 filed by Methode Electronics, Inc. on August 4, 2003)

(a)(10)
 
Letter, dated August 14, 2003, to Methode Electronics, Inc. Shareholders

(a)(11)
 
Press Release issued by Methode Electronics, Inc. on August 14, 2003

(e)(1)
 
Agreement dated July 20, 2003 by and among Methode Electronics, Inc. and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley and Robert R. McGinley (incorporated herein by reference to Exhibit (e)(1) to the Schedule 14D-9 filed by Methode Electronics, Inc. on July 21, 2003)

(e)(2)
 
Agreement dated August 19, 2002 by and among Methode Electronics, Inc. and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley, Margaret J. McGinley, James W. McGinley and Robert R. McGinley and amendment dated December 26, 2002 (incorporated herein by reference to Annex A to the Methode Electronics, Inc. Proxy Statement on Schedule 14A filed June 10, 2003)

(e)(3)
 
Form of Agreement between William T. Jensen and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-K for the year ended April 30, 2001)
     

(e)(4)
 
Form of Agreement between Horizon Farms, Inc. and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-K for the year ended April 30, 2001)

(e)(5)
 
Form of Agreement between Donald W. Duda and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended January 31, 2002)

(e)(6)
 
Form of Agreement between John R. Cannon and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended January 31, 2002)

(e)(7)
 
Form of Agreement between Robert J. Kuehnau and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended January 31, 2002)

(e)(8)
 
Form of Agreement between James F. McQuillen and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended January 31, 2002)

(e)(9)
 
Form of Agreement between Douglas A. Koman and Methode Electronics, Inc. (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended July 31, 2002)

(e)(10)
 
Methode Electronics, Inc. Managerial Bonus and Matching Bonus Plan (also referred to as the Longevity Contingent Bonus Program) (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended January 31, 1994)

(e)(11)
 
Methode Electronics, Inc. 2000 Stock Plan (incorporated herein by reference to Methode Electronics Inc.'s Form 10-Q for the three months ended October 31, 2000)

(e)(12)
 
Methode Electronics, Inc. 1997 Stock Plan (incorporated herein by reference to Methode Electronics Inc.'s Registration Statement No. 333-49671)


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SIGNATURE
Index of Exhibits