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 9, 2000


                        ALL AMERICAN SEMICONDUCTOR, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


       0-16207                                                   59-2814714
- ------------------------                                     -------------------
(Commission File Number)                                      (I.R.S. Employer
                                                             Identification No.)


16115 N.W. 52nd Avenue, Miami, Florida                                  33014
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(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (305) 621-8282
                                                     --------------


                                      N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


ITEM 5.  OTHER EVENTS.

         On June 12, 2000, All American Semiconductor, Inc. (the "Registrant")
issued a press release announcing the decision of its Board of Directors on June
9, 2000 to adopt a Common Stock Purchase Rights Plan.

         Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

      Exhibit
       Number                           Description
      -------   ----------------------------------------------------------------

         4.1    Form of 2000 Common Stock Purchase Rights Agreement, dated as
                of June 9, 2000, between the Registrant and American Stock
                Transfer & Trust Company(1)

         99     Press release, dated June 12, 2000, announcing the
                Registrant's adoption of a Common Stock Purchase Rights Plan(2)


- ------------------
        (1)     Incorporated by reference to the same exhibit number filed as
                part of the Registrant's Registration Statement on Form 8-A,
                filed on June 13, 2000.

        (2)     Filed herewith.



                                   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 thereunto duly authorized.


                                  ALL AMERICAN SEMICONDUCTOR, INC.


Dated:  June 13, 2000             By: /s/ HOWARD L. FLANDERS
                                      ------------------------------------------
                                      Howard L. Flanders, Executive Vice
                                      President and Chief Financial Officer

EX-99

                                                                      EXHIBIT 99

                              FOR IMMEDIATE RELEASE

                     ALL AMERICAN SEMICONDUCTOR, INC. ADOPTS
                        COMMON STOCK PURCHASE RIGHTS PLAN

Miami, FL. - June 12, 2000 -- All American Semiconductor, Inc. (The Nasdaq Stock
Market: SEMI), a leading national distributor of semiconductors and electronic
components, today announced that its Board of Directors adopted a Common Stock
Purchase Rights Plan and declared a dividend distribution of one Common Stock
Purchase Right on each outstanding share of the Company's common stock.

The Company stated that the Rights Plan is similar to those adopted by many
other public companies. The Rights are designed to ensure that all shareholders
of the Company receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers,
squeeze-outs, open market accumulations and other coercive or unfair tactics to
gain control of the Company which might provide inadequate value to
shareholders. The Plan is a precaution taken to protect the rights of All
American shareholders.

The Rights are intended to enable All American shareholders to realize the
long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover to obtain a fair value
for the shareholders.

Each Right has an initial exercise price of $95.00 for one share of the
Company's common stock. The Rights will be exercisable only if a person or group
acquires 15% or more of All American's common stock (or 10% of such stock under
certain circumstances) or announces a tender offer the consummation of which
would result in ownership by a person or group of 15% or more of the common
stock (or 10% of such stock under certain circumstances). Upon such occurrence,
each Right (other than Rights owned by such person or group) will entitle the
holder to purchase from the Company the number of shares of the Company's common
stock having a market value equal to twice the exercise price of the Right.

If All American is acquired in a merger or other business combination
transaction, or sells more than 50% of its assets or earning power, after a
person or group has acquired 15% or more of the Company's outstanding common
stock (or 10% of such stock under certain circumstances), each Right (other than
Rights owned by such person or group) will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.

Following the acquisition by a person or group of 15% or more of the Company's
common stock (or 10% of such stock under certain circumstances) and prior to an
acquisition of 50% or more of the common stock, the Board of Directors may
exchange the Rights (other than Rights owned by such person or group) at an
exchange ratio of one share of common stock per Right.

Prior to the acquisition by a person or group of beneficial ownership of 15% or
more of the Company's common stock (or 10% of such stock under certain
circumstances), the Rights are redeemable for $.001 per Right at the option of
the Board of Directors.

The dividend distribution will be made on June 23, 2000, payable to shareholders
of record on that date. The Rights will expire on June 8, 2010. The Rights
distribution is not taxable to shareholders.

All American is recognized as the nation's 5th largest distributor of
semiconductors and the 12th largest electronic component distributor overall.
The Company has offices in 35 strategic locations throughout North America.

                                      # # #

CONTACT:
Bruce M. Goldberg, CEO
Howard L. Flanders, CFO
(305) 621-8282 x1417