APPLIED MAGNETICS CORP
8-K, 1996-03-11
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 4, 1996



                        APPLIED MAGNETICS CORPORATION

            (Exact Name of Registrant as Specified in its Charter)



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



                              75 ROBIN HILL ROAD

                          GOLETA, CALIFORNIA  93117

                   (Address of Principal Executive Offices)



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







                           Exhibit Index on Page 3


                                 Page 1 of 4                    <PAGE>

       Item 5.   OTHER EVENTS

                 On March 4, 1996, Applied Magnetics Corporation
       announced that it plans to raise $100 million through the sale
       of convertible subordinated notes to institutional investors
       and non-U.S. investors for repaying debt and for working
       capital and other general corporate purposes, including capital
       expenditures for increases in the production of MR and advanced
       inductive thin film products.

       Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

            (c)  Exhibits.


       Exhibit No.         Description of Exhibit
       -----------         ----------------------
           99              Press Release dated March 4, 1996
                           announcing Applied Magnetics Corporation's
                           plans to raise $100 million through the
                           sale of convertible subordinated notes to
                           institutional investors and non-U.S.
                           investors for repaying debt and for working
                           capital and other general corporate
                           purposes, including capital expenditures
                           for increases in the production of MR and
                           advanced inductive thin film products.

            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 11, 1996











                                 Page 2 of 4                    <PAGE>

                              INDEX TO EXHIBITS

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

        99            Press Release dated March 4, 1996         
                      announcing Applied Magnetics
                      Corporation's plans to raise $100
                      million through the sale of
                      convertible subordinated notes to
                      institutional investors and non-
                      U.S. investors for repaying debt
                      and for working capital and other
                      general corporate purposes,
                      including capital expenditures
                      for increases in the production
                      of MR and advanced
                      inductive thin film products.              4






































                                 Page 3 of 4                    <PAGE>

                                  EXHIBIT 99


       FOR IMMEDIATE RELEASE              Contact:  Craig D. Crisman
                                                    CEO and Chairman
                                                    805/683-5353


            GOLETA, CALIFORNIA, March 4, 1996 - APPLIED MAGNETICS

       CORPORATION (NYSE:APM) announced plans to raise $100 million

       through the sale of convertible subordinated notes to

       institutional investors and non-U.S. investors.

            The notes will be convertible into Applied Magnetics

       common stock and will have a ten-year term.

            Neither the notes nor the common stock issuable upon

       conversion have been registered under the 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

       of the Act.

            Craig Crisman, Chairman and CEO, said "Proceeds from the

       sale of the notes will be used to repay debt and for working

       capital and other general corporate purposes, including capital

       expenditures for increases in the production of MR and advanced

       inductive thin film products."

            Applied Magnetics Corporation, headquartered in Goleta,

       California, is a major independent supplier of magnetic

       recording heads for the disk drive applications for the

       worldwide data storage segment of the computer industry.



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                                 Page 4 of 4                    <PAGE>




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