8-K

                       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 27, 2000


                            NATIONAL-STANDARD COMPANY

             (Exact name of registrant as specified in its charter)

    Indiana                         1-3940                       38-1493458
(State or other                   (Commission                   (IRS Employer
jurisdiction of                    File No.)                 Identification No.)
incorporation)

                    1618 Terminal Road, Niles, Michigan 49120
                    (Address of principal executive offices)


                                  (616) 683-8100
              (Registrant's telephone number, including area code)


                                  Not applicable
         (Former name or former address, if changes since last report)


Item 5.  Other Events

     On June 27, 2000, National-Standard Company (the "Company") and Heico
Holdings, Inc. ("Parent") announced that they had entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which a subsidiary of Parent
("Purchaser") will commence a cash tender offer (the "Offer") to purchase all
the issued and outstanding shares of common stock of the Company, $0.01 par
value per share (the "Shares"), at a price of $1.00 per Share, net to the seller
in cash, without interest thereon, subject to the terms and conditions of the
Offer. The obligation of Purchaser to accept for payment or pay for Shares is
subject to the satisfaction of the condition that there shall be validly
tendered in accordance with the terms of the Offer prior to the expiration date
of the Offer and not withdrawn a number of Shares which represents at least a
majority of the Shares outstanding, and certain other conditions. The Merger
Agreement provides that, following the consummation of the Offer, upon the
satisfaction or waiver of certain conditions, Purchaser will be merged with and
into the Company (the "Merger"), with the Company continuing as the surviving
corporation (the "Surviving Corporation"). In the Merger, each Share outstanding
immediately prior to the effective time of the Merger (other than Shares held in
the treasury of the Company, Shares owned by Parent, Purchaser or any other
wholly owned subsidiary of Parent) will be converted, by virtue of the Merger
and without any action by the holder thereof, into the right to receive $1.00
per Share (or any higher price paid per Share in the Offer) (the "Offer Price"),
net to the seller in cash, without interest thereon.

     As of June 23, 2000, there were approximately 5,788,569 Shares issued and
outstanding. The transaction is subject to various regulatory approvals,
including Hart-Scott-Rodino clearance, and to the satisfaction of certain other
conditions, and also provides for the payment of a break-up fee and
reimbursement of certain expenses under certain conditions.

     Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters for
the automotive air bag industry. The press release of the Company announcing the
signing of the Merger Agreement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

          Exhibit
          Number                    Description of Exhibit
          -------                   ----------------------
           99.1     Press Release dated June 27, 2000, of National-Standard
                    Company announcing the signing of the Merger Agreement.

                                       2


                                   SIGNATURE

     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.


Dated: June 27, 2000

                                NATIONAL-STANDARD COMPANY



                                By:         /s/ Ronald B. Kalich
                                    -------------------------------------
                                    Ronald B. Kalich
                                    President and Chief Executive Officer

                                       3

EX-99.1

                                                                    EXHIBIT 99.1

                        HEICO HOLDINGS, INC. TO ACQUIRE
                           NATIONAL-STANDARD COMPANY


     Niles, Michigan, June 27, 2000 - Heico Holdings, Inc. and National-Standard
Company announced that they have entered into a definitive merger agreement
providing for Heico to acquire all of the outstanding shares of common stock of
National-Standard for $1.00 per share in cash, or approximately $5.8 million.
Under the terms of the agreement, a subsidiary of Heico will commence a cash
tender offer to purchase all outstanding common shares of National-Standard at
$1.00 per share. The tender offer will be subject to the condition that a
majority of National-Standard's outstanding shares be validly tendered and not
withdrawn prior to the expiration date of the tender offer, and will also be
subject to receipt of required governmental and regulatory approvals and other
conditions. The merger agreement provides that, following consummation of the
tender offer, the Heico subsidiary will be merged into National-Standard and
each remaining common share of National-Standard will be converted into the
right to receive $1.00 in cash. The surviving company in the merger will also
assume all liabilities of National-Standard including approximately $35 million
of senior indebtedness.

     National-Standard's board of directors has approved the merger agreement
and recommended that National-Standard shareholders tender their shares and
approve the merger. The board of directors has also received a fairness opinion
from US Bancorp Piper Jaffray, National-Standard's investment bankers.

     Ronald B. Kalich, President and Chief Executive Officer of National-
Standard stated that "based upon an extensive analysis of strategic alternatives
available to us, the management and Board of National-Standard believe
acceptance of the Heico offer is in the collective best interest


of all affected parties, including our customers, our suppliers, our employees,
our creditors, and our shareholders. As a consequence of weakening sales in
recent weeks that have exceeded normal seasonal trends, National-Standard is
experiencing liquidity difficulties that have affected our ability to pay our
suppliers and other creditors on customary trade terms. We have initiated
discussions with our principal lender, Foothill Capital Corporation, regarding
the terms on which Foothill might be willing to provide additional interim
financing to National-Standard. However, there can be no assurance that these
discussions will result in any additional financing being provided to the
Company." Kalich went on to state that "with increasing short-term stress on our
ability to adequately finance continuing operations, the proposed transaction
represents an opportunity to realize value for shareholders while preserving and
enhancing our business."

     Heico, headquartered in Chicago, is a holding company whose interests
include Davis Wire Corporation. "We look forward to this acquisition as a way
for National-Standard to confidently continue its historic supply of high
quality innovative products, and for Davis Wire to expand its geographic
offering of its current array of industrial wire products," said El Roskovensky,
President and Chief Executive Officer of Davis Wire. "We hope to complete the
merger as soon as practicable."

     Founded in 1907, National-Standard is a publicly traded Niles, Michigan
based firm with annual sales of approximately $160 million, manufacturing and
distributing a broad range of wire and wire-related products, including tire
bead wire and welding wire, in addition to wire cloth and fabricated filters for
the automotive air bag industry. Davis Wire Corporation, headquartered in San
Ramon, California, produces and distributes a variety of industrial,
construction, agricultural and specialty products.


     THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF NATIONAL-STANDARD COMPANY. THE ACQUIROR WILL FILE A
TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THE
COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
TENDER OFFER UPON OR AFTER THE COMMENCEMENT OF THE TENDER OFFER.

     THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/
RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL STOCKHOLDERS OF NATIONAL-STANDARD COMPANY, AT NO EXPENSE TO
THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION)
AND THE SOLICITATION /RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE COMMISSION'S ADDRESS IS
450 5TH STREET N.W., WASHINGTON, D.C. 20549. THE TELEPHONE NUMBER OF THE PUBLIC
REFERENCE ROOM IS (202) 942-8090.


     Note:  This news release contains forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Because those statements
are based on factors that involve risks and uncertainties, the company's actual
future results may differ materially from the results expressed or implied by
the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, availability of working capital and third party
financing sources, adverse changes in general economic conditions, demand for
the Company's products and industry capacity, competitive products and pricing,
and other factors described in National-Standard's filings with the Securities
and Exchange Commission, including the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999.

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