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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 33-58661
ALL AMERICAN SEMICONDUCTOR, INC.
PROSPECTUS SUPPLEMENT DATED JULY 7, 1995 TO
PROSPECTUS DATED JUNE 8, 1995
Consistent with its corporate strategy described in "BUSINESS -- Corporate
Strategy -- Expansion," as of June 28, 1995, the Company entered into a
non-binding letter of intent with two affiliated, privately held electronic
component distribution companies, Added Value Electronics Distribution, Inc.
headquartered in Tustin, California ("Added Value") and A.V.E.D. -- Rocky
Mountain, Inc. headquartered in Denver, Colorado ("AVED-Rocky Mountain," and
together with Added Value collectively "AVED"), and the principal owners of AVED
which provides for the purchase all of the issued and outstanding capital stock
of AVED (the "AVED Stock"). Based upon unaudited financial statements of AVED
reviewed by KPMG Peat Marwick LLP which were provided to the Company, net sales
for Added Value and AVED-Rocky Mountain for the year ended December 31, 1994,
were $27,813,825 and $10,261,311, respectively, as compared to $19,820,811 and
$10,798,680, respectively, for the year ended December 31, 1993. Earnings before
income taxes for Added Value and AVED-Rocky Mountain for the year ended December
31, 1994, were $1,062,488 ($960,919 exclusive of the equity in earnings of
AVED-Rocky Mountain) and $487,315, respectively, as compared to $1,204,637
($1,062,201 exclusive of the equity in earnings of AVED-Rocky Mountain) and
$631,795, respectively, for the year ended December 31, 1993. If consummated,
these acquisitions are expected to give the Company greater market penetration
in Southern California and Salt Lake City, Utah where the Company already has
sales offices and to provide the Company with a presence in Denver, Colorado and
Phoenix, Arizona where the Company currently has no sales office locations.
The principal terms of the acquisitions, as set forth in the non-binding
letter of intent, are as follows: The acquisition cost payable in the
transaction would be approximately $8,700,000, payable approximately $3,700,000
in cash consideration at closing and $5,000,000 in Common Stock. The Common
Stock would be valued at the higher of its per share fair market value at
closing and $2.25 per share. The Company could become obligated to pay up to
$3,000,000 (in Common Stock or a combination of cash and Common Stock) on the
second anniversary of closing if the public trading value of the Common Stock
has not appreciated to an agreed-upon price per share by such date. The Common
Stock acquired by the sellers would be subject to certain substantial
restrictions on sale during the first two years following closing, and certain
minor restrictions thereafter, and would be subject to certain voting trust
restrictions during the six (6) years following closing. In order to be able to
proceed further with the proposed acquisitions, it is necessary that the Company
obtain (i) the consent of the Senior Lender and (ii) the approval of the
Company's shareholders to an increase in the number of authorized shares of
Common Stock (which is currently expected to be voted upon at the 1995 Annual
Meeting now scheduled for August 15, 1995, and having a record date of July 7,
1995), as well as to the proposed acquisitions (which will be voted upon
separately at a subsequent meeting of the Company's shareholders). If the
proposed acquisitions are consummated, up to 2,222,222 shares of Common Stock
would be issued to the sellers of the AVED Stock at closing. Although the
ultimate structure of the acquisitions has not yet been determined, or agreed
upon by the parties, the current intention is to qualify the acquisitions as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended. The consummation of the acquisitions is subject to a
standard due-diligence period and the information derived therefrom being
satisfactory to the Company, the parties being able to agree upon, and execute
and deliver, a definitive acquisition contract and related agreements approved
by the Board, the aforementioned consent of the Senior Lender and approvals of
the Company's shareholders, and the normal closing conditions which are
anticipated to be included in any definitive acquisition contract. There can be
no assurance that the parties will enter into a definitive acquisition contract
or such acquisitions will be consummated on the same or substantially same terms
set forth in the non-binding letter of intent, or at all.
