APPLIED MAGNETICS CORP
8-K, 1996-03-20
ELECTRONIC COMPONENTS, NEC
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                               UNITED STATES

                     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):  MARCH 15, 1996



                       APPLIED MAGNETICS CORPORATION

           (Exact Name of Registrant as Specified in its Charter)



            DELAWARE
          (State or Other       1-6635            95-1950506
          Jurisdiction of     (Commission         (IRS Employer
          Incorporation)      File Number)        Identification No.)



                             75 ROBIN HILL ROAD

                         GOLETA, CALIFORNIA  93117

                  (Address of Principal Executive Offices)



                       REGISTRANT'S TELEPHONE NUMBER,
                    INCLUDING AREA CODE:  (805) 683-5353










                                    -1-                    <PAGE>
     Item 5.   OTHER EVENTS

               On March 15, 1996, Applied Magnetics Corporation
     announced that it has executed an agreement for the sale, in an
     offshore offering and in a concurrent private placement in the
     United States, of $100.0 million of 7.0% Convertible Subordinated
     Debentures due 2006.

     Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  Exhibits.


     Exhibit No.         Description of Exhibit
     -----------         ----------------------

         99              Press Release dated March 15, 1996 announcing
                         that Applied Magnetics Corporation has
                         executed an agreement for the sale, in an
                         offshore offering and in a concurrent private
                         placement in the United States, of $100.0
                         million of 7.0% Convertible Subordinated
                         Debentures due 2006.

          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 hereunto duly authorized.


                              APPLIED MAGNETICS CORPORATION



                              By:  /s/ Craig D. Crisman
                                   -----------------------------
                                   Craig D. Crisman
                                   Chairman of the Board and 
                                   Chief Executive Officer
                                   (Principal Financial Officer)


     Dated:  March 20, 1996















                                    -2-                    <PAGE>
                             INDEX TO EXHIBITS

                                                       Sequentially
                                                         Numbered
     Exhibit Number      Description of Exhibit            Page
     --------------      ----------------------        ------------

     Exhibit 99          Press Release dated March
                         15, 1996 announcing that
                         Applied Magnetics
                         Corporation has executed
                         an agreement for the
                         sale, in an offshore
                         offering and in a
                         concurrent private
                         placement in the United
                         States, of $100.0 million
                         of 7.0% Convertible
                         Subordinated Debentures
                         due 2006.                            4





































                                    -3-                    <PAGE>
                                EXHIBIT 99
                                ----------


     FOR IMMEDIATE RELEASE:                  FOR MORE INFORMATION:
     March 15, 1996                          Craig D. Crisman
                                             Chairman and Chief 
                                             Executive Officer
                                             (805) 683-5353


                       APPLIED MAGNETICS CORPORATION
                     EXECUTES AGREEMENT FOR THE SALE OF
           $100.0 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES


               Goleta, CA - Applied Magnetics Corporation (NYSE: APM)
     today announced that it has executed an agreement for the sale,
     in an offshore offering and in a concurrent private placement in
     the United States, of $100.0 million of 7.0% Convertible
     Subordinated Debentures due 2006.  The Debentures, non-callable
     for three years, will be convertible into common stock at a rate
     of $18.60 per share, which equates to an aggregate of
     approximately 5,376,344 shares of the Company's common stock.

               The agreement provides for an option to purchase up to
     approximately $15.0 million principal amount of additional
     debentures for the purpose of covering over-allotments, if any. 
     The sale is scheduled to close on March 22, 1996.

               Proceeds from the sale of the debentures will be used
     to repay debt, to fund capital expenditures and for general
     corporate purposes.

               Neither the debentures nor the common stock issuable
     upon conversion have been registered under the United States
     Securities Act of 1933.  Accordingly, these securities may not be
     offered or sold in the United States or to any U.S. person absent
     registration or an applicable exemption from the registration
     requirements.

               Applied Magnetics, with headquarters in Goleta, CA, is
     a major independent supplier of magnetic recording heads for disk
     drive applications for the worldwide data storage segment of the
     computer industry.

               This announcement is neither an offer to sell nor a
     solicitation of an offer to buy any of these securities.








                                    -4-                    <PAGE>


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