BERG ELECTRONICS CORP /DE/
8-K, 1998-06-16
ELECTRONIC CONNECTORS
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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 (Date of earliest event reported):  June 5, 1998



                         BERG ELECTRONICS CORP.
           (Exact name of Registrant as specified in charter)




         Delaware                    1-14080                   75-2451903
(State or other jurisdiction (Commission File Number)       (I.R.S. Employer
     of incorporation)                                     Identification No.)





            101 South Hanley Road                       63105
             St. Louis, Missouri                      (Zip code)
   (Address of principal executive offices)




   Registrant's telephone number, including area code:  (314) 726-1323

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ITEM 5.     Other Events.

            On June 5, 1998, Berg Electronics Corp., a Delaware corporation (the
"Company"), issued a press release announcing its adoption of a stock repurchase
program  enabling the Company to repurchase up to $50 million in aggregate value
of the  Company's  outstanding  shares of  Common  Stock in open  market  and/or
privately negotiated transactions.

ITEM 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

            (c)   Exhibits.

                  Exhibit 99.1 - Press Release,  dated June 5, 1998,  announcing
                  adoption of stock repurchase program.



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<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.

                             BERG ELECTRONICS CORP.
                              (Registrant)



Date: June 16, 1998           By:  /s/ Joseph S. Catanzaro
                                 -----------------------------------------------
                                  Joseph S. Catanzaro
                                  Chief Accounting Officer





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                              EXHIBIT INDEX
    Exhibit

      99.1  -    Press Release, dated June 5, 1998, announcing adoption of stock
                 repurchase program.




                                                                    EXHIBIT 99.1

                              PRESS RELEASE

BERG ELECTRONICS
Corporate Headquarters
101 S. Hanley Road
St. Louis, MO 63105

                                                CONTACT:

                                                Gary D. Strong
                                                Director Investor Relations
                                                (314) 746-2235

For Immediate Release
Friday, June 5, 1998


           BERG ELECTRONICS ANNOUNCES STOCK REPURCHASE PROGRAM

      St.  Louis,  June 5,  1998  -- Berg  Electronics  Corp.  (NYSE:BEI)  today
announced that its Board of Directors has authorized a stock repurchase  program
enabling the company to repurchase  up to $50 million in aggregate  value of the
company's outstanding common stock. Purchases of common stock by the company may
be made in the open market and/or through privately  negotiated  transactions at
prevailing market prices depending on market conditions.

      "At current price levels we believe Berg  Electronics  stock represents an
attractive investment  opportunity.  Such a stock repurchase program is expected
to increase earnings per share and enhance financial flexibility," said James N.
Mills,  Chairman and Chief Executive Officer. "The repurchased stock will become
treasury  shares,   available  for  general  corporate  purposes."  The  company
currently has 41,533,778 shares of common stock outstanding.

      Berg  Electronics  Corp.  is one of the largest  suppliers  of  connector,
socket and cable assembly products in the world with 1997 sales of $785 million.
Berg is one of only four  interconnect  companies  able to serve the  electronic
connector  needs of  multinational  OEMs and their contract  manufacturers  on a
global  basis.  The  company's  broad range of products  serve the high-end data
processing,  personal computing, all segments of telecommunications,  as well as
the  industrial  and  instrumentation  markets.   Headquartered  in  St.  Louis,
Missouri,  Berg  Electronics  employs  more than 7,000  people  worldwide  at 23
manufacturing and research  facilities,  which are strategically  located in the
United States, the Netherlands,



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France, Ireland,  Sweden, the United Kingdom, Japan, Taiwan,  Singapore,  China,
Korea,  Mexico  and  India.  The  company's  stock  trades on the New York Stock
Exchange under the symbol "BEI."

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