AUGAT INC
8-K, 1995-12-21
ELECTRONIC COMPONENTS, 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 December 21, 1995
                (Date of earliest event reported) December 20, 1995


                                   AUGAT INC.
               --------------------------------------------------------
                (Exact name of registrant as specified in its charter)


                                  Massachusetts
                 ----------------------------------------------
                 (State or other Jurisdiction of incorporation)


                         1-6176                      04-2022285
                ------------------------  ---------------------------------
                (Commission File Number)  (IRS Employer Identification No.) 

                 89 Forbes Boulevard
                 P.O. Box 448
                 Mansfield, Massachusetts                     02048
                ----------------------------------------   ----------
               (Address of principal executive offices)    (Zip Code)  


                  Registrant's telephone number, including area code
                                    (508) 543-4300

          PAGE
<PAGE>






          Item 5 -  Other Events

                    On December 20, 1995, the Registrant announced that it
          plans to restructure its Interconnect Products and Automotive
          Divisions and said results for the Fourth Quarter ended December
          31, 1995 will include a restructuring charge and other charges
          totaling $23 million pretax ($15.6 million after taxes, or $.78
          per share).  Enclosed as Exhibit 1 is a copy of the news release
          covering the above item.

               On December 20, 1995, the Registrant announced that it has
          signed a letter of intent to acquire certain electronic assets of
          Lindsay Specialty Products, a leading manufacturer and global
          provider of RF distribution products for the cable television,
          wired communications and wireless industries.  Enclosed as
          Exhibit 2 is a copy of the news release covering the above item.

          Item 7 - Financial Statements and Exhibits

                    (a)  Financial Statements - None
                    (b)  Exhibits 1 and 2 - The Registrant's news releases
                         dated December 20, 1995.

                                      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 thereto duly authorized.


                                                  Augat Inc.
                                        --------------------------------
                                                (Registrant)


                                   By:         Ellen B. Richstone           
                                        --------------------------------
                                               Ellen B. Richstone
                                               Vice President and
                                               Chief Financial Officer


          Date:  December 21, 1995<PAGE>





          <PAGE>
          



                                                       EXHIBIT 1

          FOR IMMEDIATE RELEASE

          Contact:
          Ellen B. Richstone            James R. Buckley
          Chief Financial Officer       Account Executive
          Augat Inc.                    Sharon Merrill Associates, Inc.
          508/543-4300                  617/262-1800

             AUGAT INC. ANNOUNCES RESTRUCTURING TO IMPROVE PROFITABILITY

               MANSFIELD, Mass., December 20, 1995 -- Augat Inc. (NYSE:AUG)
          today announced that it plans to restructure its Interconnect
          Products Division (IPD) and rationalize manufacturing in its
          Automotive Division in order to improve future profitability of
          those operations.  The Company said results for the fourth
          quarter ended December 31, 1995 will include a restructuring
          charge and other charges totaling $23 million pretax ($15.6
          million after taxes, or $0.78 per share).  These charges are
          related to the consolidation of manufacturing operations in its
          Interconnect Products and Automotive Divisions as well as to the
          costs associated with exiting several low-margin, commodity
          interconnect product lines.  The total cash impact of the
          restructuring, which will occur over the next 24 months, is
          expected to be less than $4 million.

               Commenting on the restructuring, William R. Fenoglio, Chief
          Executive Officer of Augat, said, "This decision will reinforce
          the strategy we outlined earlier this year to have IPD develop a
          more focused product line and to continue our efforts to
          eliminate costs and capacity in both Automotive and IPD, wherever
          possible to remain competitive.  This decision represents a two
          and one-half year payback and will not have a significant impact
          on Augat's cash flow.  More importantly these changes should
          enable our operations to achieve improved profitability over both
          the near and long term."
          <PAGE>
               "With approximately half of the operations-related charges
          attributable to IPD, this division will operate with a more
          focused product line strategy, concentrating on areas that have
          strong market share positions," said Fenoglio.  "Once this
          realignment has been completed, we believe IPD will be better
          positioned to achieve returns in line with our future
          expectations related to creating shareholder value."  

               Approximately $9 million of the P&L charge attributable to
          the Interconnect Products Division relates to the withdrawal from
          certain low-margin, commodity product lines; the balance
          represents costs associated with transferring production of IC
          sockets from the Mashpee, Massachusetts facility to the Lugano,
          Switzerland and Sanford, Maine operations and closing the Mashpee
          plant.

               The restructuring in the Automotive Division involves a
          relocation, in phases, of all battery cable and wiring production
          from Montgomery, Alabama to other Augat wiring and component
          locations during 1996.

               Approximately 800 Augat employees will be affected by the
          restructuring.  Some will be asked to relocate and the balance
          will be subject to layoffs; however, the majority of the planned
          layoffs are not expected to occur until 1996.

               "Given the disappointments in 1995 directly attributable to
          the lower domestic automotive volumes and the priority of moving
          ahead as quickly as possible to improve our overall operating
          results, we have elected to take these actions now," said
          Fenoglio.  "While the key benefits of the moves will be
          structural and reflected in our long-term competitive position,
          we believe that the positive impact on our financial performance
          in 1996 due to partial-year benefits from these actions should be
          $0.15 per share or more."

               One of the largest manufacturers of connector products in
          the world, Augat Inc. is pursuing a strategy for growth in
          communications, automotive, computer and industrial markets
          through customer partnerships, new-product introductions,
          strategic acquisitions and ongoing productivity measures.

          <PAGE>



                                                                 Exhibit 2

          FOR IMMEDIATE RELEASE

          Contact:
          Ellen B. Richstone                James R. Buckley  
          Chief Financial Officer           Account Executive     
          Augat Inc.                        Sharon Merrill Associates, Inc.  
          508/543-4300                      617/262-1800


          AUGAT INC. ANNOUNCES INTENT TO ACQUIRE LINDSAY SPECIALTY PRODUCTS
              Leading radio frequency distribution products manufacturer
                   will strengthen Augat's communications business


               MANSFIELD, Mass., December 20, 1995 -- Augat Inc.
          (NYSE:AUG), one of the world's largest manufacturers of connector
          products, today announced that it has signed a letter of intent
          to acquire certain electronic assets of Lindsay Specialty
          Products.  These represent annual sales of approximately $15
          million.  Financial terms of the agreement were not disclosed. 
          The transaction is expected to be completed in January 1996.

               Established in 1953, Lindsay Specialty Products is primarily
          a leading manufacturer and global provider of RF distribution
          products for the cable television (CATV), wired communications
          and wireless industries.  Lindsay Specialty Products, located in
          Lindsay, Canada, manufactures products that are essential to the
          improved performance of integrated CATV and telephony systems, as
          well as hybrid fiber coaxial networks. 

               "Lindsay is a recognized leader with strong technology and
          excellent patent positions in high-performance communication
          components," said William R. Fenoglio, Augat's President and
          Chief Executive Officer.  "Lindsay's passive products line,
          including the industry leading power-passing tap products, will
          allow us to offer our customers a more complete solution when
          they are constructing and rebuilding high bandwidth, two-way
          communications systems.  Lindsay products complement our existing
          lines of LRC connectors, RF amplifiers and Augat Photon optical
          communications equipment."

          <PAGE>

               John Thomas, Founder and Chairman of Lindsay Specialty
          Products, said, "The Lindsay acquisition by Augat will allow us
          to serve the world market with the support of a strong
          manufacturing, marketing, and technical support organization.  We
          are very pleased with this announcement."

               Fenoglio stated, "Lindsay products and organizational
          structure will be aligned with Augat's Communications Products
          Business.  This acquisition represents another step in our
          strategy to focus our growth and expand our position in the
          worldwide telecommunications and cable television markets."

               One of the largest manufacturers of connector products in
          the world, Augat Inc. is pursuing a strategy for growth in
          communications, automotive, computer and industrial markets
          through customer partnerships, new-product introductions,
          strategic acquisitions and ongoing productivity measures. <PAGE>
 



          <PAGE>
          


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