DII GROUP INC
8-K, 1997-09-17
ELECTRONIC COMPONENTS & ACCESSORIES
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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



                               September 16, 1997
                        (Date of earliest event reported)


                               The DII Group, Inc.
             (Exact name of registrant as specified in its charter)


             Delaware               0-21374              84-1224426
  (State or other jurisdiction    (Commission          (IRS Employer
         of incorporation)        File Number)       Identification No.)


                             6273 Monarch Park Place
                                    Suite 200
                              Niwot, Colorado 80503
              (Address and zip code of principal executive offices)


                                 (303) 652-2221
              (Registrant's telephone number, including area code)


<PAGE>

Item 5.  Other Events.

         On September 16, 1997, The DII Group, Inc. (the "Registrant")  issued a
press release  announcing that it had completed a $150 million private placement
of its 8.5% senior  subordinated  notes due 2007 to certain qualified  investors
and  overseas  persons,  which  notes  are  not  registered  or  required  to be
registered  under the  Securities  Act of 1933,  as  amended  (the  "Act").  The
Registrant  is  filing  a copy of the  press  release  with the  Securities  and
Exchange Commission as required under Rule 135c(d) under the Act under the cover
of this Form 8-K.


Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

        99.1            Copy of Press Release dated September 16, 1997.


<PAGE>




                                   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 hereunto duly authorized.




                                          The DII Group, Inc.




Date: September 17, 1997                  By:    /s/ Thomas J. Smach            
                                          --------------------------------------
                                          Name: Thomas J. Smach
                                          Title:   Chief Financial Officer






                                                                   Exhibit 99.1


                 THE DII GROUP, INC. ANNOUNCES PRIVATE PLACEMENT
                        OF 8.5% SENIOR SUBORDINATED NOTES


NIWOT, CO, September 16, 1997 -- The DII Group,  Inc.  (Nasdaq:  DIIG) announced
today the completion of a private placement offering to qualified  investors and
overseas  persons of $150 million in senior  subordinated  notes due in the year
2007.  The notes are not callable for 5 years and will mature in 2007.  Interest
on these notes is at the rate of 8.5% and payable semi-annually.


Net proceeds are expected to be approximately  $145.5 million. The proceeds from
the notes will be used for general corporate  purposes,  including the repayment
of outstanding  debt of  approximately  $60 million,  future working capital and
capital expenditures, as well as possible acquisitions.


The notes have not been registered  under the Securities Act of 1933 and may not
be offered or sold within the United States absent  registration or an available
exemption from such registration requirements.


This  announcement  does not constitute an offer to sell or the  solicitation of
offers to buy any security and shall not  constitute an offer,  solicitation  or
sale of any security in any  jurisdiction  in which such offer,  solicitation or
sale would be unlawful.




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