RICHEY ELECTRONICS INC
8-K, 1996-02-28
ELECTRONIC PARTS & EQUIPMENT, NEC
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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):  February 26, 1996
                                                  -------------------

                           RICHEY ELECTRONICS, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

   DELAWARE                         0-9788                     33-0594451
- --------------                  ---------------          ----------------------
  (State of                    (Commission file              (IRS Employer
incorporation)                      Number)              Identification Number)

7441 Lincoln Way, Garden Grove, California                             92641
- ------------------------------------------                           ----------
 (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

        Attached as Exhibit 99.1, and incorporated herein by reference, is a
press release issued by the Company on February 26, 1996. The press release
announced Richey Electronics, Inc.'s completion of a private offering of
convertible debt.

Item 7. Financial Statements and Exhibits.

        (c) Exhibits.

              99.1  Press release, dated February 26, 1996, 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
                                         -------------------------------------
                                         Richard N. Berger
                                         Vice President,
                                         Chief Financial Officer
                                         and Secretary

February 27, 1996

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                                EXHIBIT INDEX

Number      Subject Matter
- ------      --------------

 99.1       Press release, dated February 26, 1996, of Richey Electronics, Inc.


138329


<PAGE>


Exhibit 99.1                                              FOR IMMEDIATE RELEASE


For:        Richey Electronics, Inc.
            7441 Lincoln Way
            Garden Grove, California 92641

Contact:    William C. Cacciatore or Richard N. Berger
            714/898-8288

                           RICHEY ELECTRONICS, INC.
                COMPLETES PRIVATE OFFERING OF CONVERTIBLE DEBT

     Garden Grove, California, February 26, 1996 -- Richey Electronics, Inc.
(Nasdaq NNM:RCHY) announced today that it completed the private sale of
$50,000,000 in aggregate principal amount of the Company's 7% Convertible
Subordinated Notes due March 1, 2006. The Notes are convertible into Richey
common stock at a conversion price of $14.125 per share. The net proceeds
from the sale of the Notes will be used to repay indebtedness.

     The Notes and the underlying common stock have not been registered under
the Securities Act of 1933 or under applicable state securities laws, and may
not be offered or sold absent registration under, or an applicable exemption
from the registration requirements of, the Securities Act and applicable
state securities laws. This press release shall not constitute an offer to
sell or the solicitation of any offer to buy the Notes.

     Richey Electronics is a leading multi-regional, specialty distributor of
interconnect, electromechanical and passive electronic components and a
provider of value-added services.



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