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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 1995
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RICHEY ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-9788 33-0594451
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(State of (Commission file (IRS Employer
incorporation) Number) Identification Number)
7441 Lincoln Way, Garden Grove, California 92641
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 898-8288
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Item 5. Other Events.
On November 15, 1995, Richey Electronics, Inc. (the "Company"), Deanco,
Inc. ("Deanco"), Electrical Distribution Acquisition Company ("EDAC") and
certain of the EDAC Stockholders entered into a Stock Purchase Agreement,
pursuant to which the Company intends to acquire all of the issued and
outstanding capital stock of EDAC. Deanco is a wholly-owned subsidiary of EDAC.
The Company issued a press release announcing execution of the Stock Purchase
Agreement, which press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release, dated November 15, 1995, of Richey Electronics,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RICHEY ELECTRONICS, INC.
(Registrant)
By /s/ Richard N. Berger
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Richard N. Berger
Vice President,
Chief Financial Officer
and Secretary
November 17, 1995
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EXHIBIT INDEX
Number Subject Matter
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99.1 Press release, dated November 15, 1995, of Richey
Electronics, Inc.
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RICHEY ELECTRONICS
INCORPORATED
NEWS RELEASE
For: Richey Electronics, Inc.
(dba: RicheyCypress Electronics)
7441 Lincoln Way
Garden Grove, California 92641
Contact: William C. Cacciatore or Richard N. Berger
714/898-8288
FOR IMMEDIATE RELEASE
Garden Grove, California - November 15, 1995 -- Richey Electronics,
Inc., dba RicheyCypress Electronics (Nasdaq NNM: RCHY), today announced the
execution of a definitive agreement to acquire Deanco, Inc., an electronics
distributor headquartered in Santa Clara, California. Deanco, which is
privately held, generated revenues of $77.8 million for the first nine months of
1995. The acquisition will be accounted for as a purchase and is subject to
certain customary terms and conditions, including the expiration of the Hart-
Scott-Rodino waiting period and funding under the Company's credit facility
recently committed in conjunction with this transaction. The acquisition is
expected to close by year-end.
Under the terms of the agreement, Richey will acquire all of the
issued and outstanding capital stock of Electrical Distribution Acquisition
Company ("EDAC") for consideration comprised of an aggregate purchase price of
approximately $30 million, the redemption of EDAC stockholder notes of
approximately $6 million, and the assumption of Deanco debt of approximately $24
million. EDAC is a holding company which owns 100% of Deanco.
Deanco distributes passive electronic components and interconnect
products and provides value-added, design and manufacturing services to the
electronics, computer, aerospace, telecommunication and transportation
industries through 17 sales offices located predominantly in the major western
and eastern markets.
Assuming that the companies had been combined at the April 17, 1995
publication date for the ELECTRONIC BUYERS' NEWS distributor rankings, the
combined companies would have ranked as the 14th largest distributor in the
United States. The combined
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companies would have had 27 sales offices in 17 states. Richey and Deanco
currently serve 7 markets in common.
William C. Cacciatore, Chairman, President and Chief Executive Officer
of Richey said, "this acquisition significantly enhances our competitive
position in the distribution industry by generating considerable operating
leverage, introducing new products and services across the organization and
expanding our geographic coverage in both new and existing markets. The
complementary nature of the companies, their customers, suppliers, products and
services offers opportunities to cross sell, generating potential revenue growth
and operating leverage. This acquisition takes Richey into attractive new
markets creating future opportunity for internal and acquisition growth. The
acquisition of Deanco strengthens the competitive capabilities which Richey
brings to its customers. I am delighted with this acquisition opportunity and
look forward to capitalizing on our strong position."
Richey Electronics, with sales for the first nine months of 1995 of
$83,704,000, is a multi-regional, specialty distributor of interconnect,
electromechanical and passive electronic components and a provider of value-
added services.
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