<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ ] QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended August 31, 1999
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to ___________.
Commission file number 1-5441.
MARSHALL INDUSTRIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2048764
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9320 Telstar Avenue, El Monte, California 91731-2895
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 307-6000
Common Stock outstanding by class as of August 31, 1999
Common Stock 16,621,364 shares
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
1
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ITEM 1. FINANCIAL STATEMENTS
MARSHALL INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's Omitted)
<TABLE>
<CAPTION>
August 31, May 31,
1999 1999
-------- --------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 1,697 $ 2,831
Receivables - net 227,939 215,041
Inventories 343,993 340,476
Deferred income tax benefits 20,985 20,985
Prepaid expenses and
other current assets 4,232 5,106
-------- --------
Total current assets 598,846 584,439
-------- --------
Property, Plant and Equipment, net
of accumulated depreciation and
amortization of $63,512 at
August 31, 1999 and $61,691
at May 31, 1999 37,612 38,725
Investments 41,260 30,571
Goodwill - net 116,427 117,179
Other Assets - net 1,557 1,614
-------- --------
Total Assets $795,702 $772,528
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term debt $ 18,750 $ 17,500
Accounts payable and accrued
expenses 198,077 195,369
Income taxes payable 5,487 --
-------- --------
Total current liabilities 222,314 212,869
-------- --------
Long-Term Debt 141,000 144,000
Deferred Income Tax Liabilities
and other 8,462 5,468
Shareholders' Investment 415,181 406,608
Accumulated other comprehensive income 8,745 3,583
-------- --------
Total Liabilities and
Shareholders' Investment $795,702 $772,528
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
2
<PAGE> 3
MARSHALL INDUSTRIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(000's Omitted Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
August 31,
------------------------
1999 1998
<S> <C> <C>
Net sales $446,937 $460,879
Cost of sales 379,628 388,023
-------- --------
Gross profit 67,309 72,856
Selling, general and
administrative expenses 49,178 54,300
-------- --------
Income from operations 18,131 18,556
Interest expense
and other-net 3,340 4,154
-------- --------
Income before income taxes 14,791 14,402
Provision for income taxes 6,343 6,532
-------- --------
Net income $ 8,448 $ 7,870
======== ========
Net income per share (basic) $ .51 $ .47
======== ========
Net income per share (diluted) $ .50 $ .47
======== ========
Average number of shares outstanding:
Basic 16,618 16,616
======== ========
Diluted 16,847 16,701
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
income statements.
3
<PAGE> 4
MARSHALL INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(000's omitted)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
-------------------------
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,448 $ 7,870
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization 2,793 3,140
Loss (gain) on equity investments 500 (741)
Gain on sale of fixed assets (123) --
Provision for bad debts 812 937
Net increase in current assets
and liabilities (8,158) (11,670)
Other operating activities -- 223
-------- --------
Net cash provided by (used for)
operating activities 4,272 (241)
Cash flows from investing activities:
Investment in marketable securities (3,000) --
Capital expenditures, net (853) (1,911)
Other investing activities 21 --
-------- --------
Net cash used in investing activities (3,832) (1,911)
Cash flows from financing activities:
Net borrowings under bank lines of credit 2,000 9,000
Repayments of term loan (3,750) --
Exercise of stock options 130 --
Other 46 (123)
-------- --------
Net cash provided by (used in)
financing activities (1,574) 8,877
-------- --------
Net increase (decrease) in cash (1,134) 6,725
Cash at the beginning of the period 2,831 4,796
-------- --------
Cash at the end of the period $ 1,697 $ 11,521
======== ========
Cash payments during the three months
for the following:
Interest $ 2,690 $ 4,451
======== ========
Income taxes $ 18 $ 589
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated cash
flow statements.
4
<PAGE> 5
MARSHALL INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: GENERAL
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto in
the Company's Form 10-K for the year ended May 31, 1999.
In the opinion of the Company, the unaudited condensed consolidated financial
statements reflect all adjustments (consisting of normal recurring accruals)
considered necessary to present fairly the Company's financial position as of
August 31, 1999 and the results of its operations for the three-month periods
and its cash flows for the three-month periods ended August 31, 1999 and 1998.
NOTE 2: ACCOUNTING POLICIES
Reference is made to Note 1 of Notes to Consolidated Financial Statements in the
Company's Form 10-K for the summary of significant accounting policies.
NOTE 3: PROPOSED AVNET ACQUISITION OF MARSHALL INDUSTRIES
The Company has entered into a definitive agreement to merge with Avnet, one of
the world's largest industrial distributors of electronic components and
computer products. Under the terms of the agreement, in connection with the
merger, each outstanding share of Marshall common stock will be converted into
the right to receive either $39 in cash or .81569 shares of the common stock of
Avnet, subject to possible adjustment, or a combination thereof, in exchange for
each Marshall share. This proposed acquisition of the Company by Avnet is
subject to various regulatory approvals and approval by the shareholders of both
companies. The shareholders' meetings are scheduled for October 19, 1999. The
acquisition is expected to be complete subsequent to the end of the quarter.
5
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NOTE 4: EARNINGS PER SHARE AND CAPITAL STRUCTURE
The Company calculates its earnings per share in accordance with the Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
Basic earnings per share is computed based on the weighted average number of
common shares outstanding and excludes any potential dilution; diluted earnings
per share reflects potential dilution from the exercise or conversion of
securities into common stock. The number of dilutive securities for the first
quarters of fiscal years 2000 and 1999 amounted to 229,000 shares and 85,000
shares, respectively.
Options to purchase 889,545 shares of common stock at option prices ranging from
$34.5685 to $35.625 per share were outstanding as of August 31, 1999, but were
not included in the computation of diluted EPS because the options' exercise
price was greater than the average market price of the shares for the three
months ended August 31, 1999. The options expire on dates ranging from
September, 1999 through October, 2007.
Options to purchase 1,219,545 shares of common stock at option prices ranging
from $27.875 to $35.875 per share were outstanding as of August 31, 1998, but
were not included in the computation of diluted EPS because the options'
exercise price was greater than the average market price of the shares for the
three months ended August 31, 1998. The options expire on dates ranging from
September, 1999 through November, 2017.
NOTE 5: COMPREHENSIVE INCOME
During fiscal 1999 the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") which requires
disclosure of comprehensive income defined as the aggregate change in
shareholders' equity excluding changes in ownership interests. The Company
recognized comprehensive income as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
---------------------
1999 1998
<S> <C> <C>
Net income $ 8,448 $ 7,870
Foreign currency
translation loss 324 (262)
Unrealized gain (loss) on
marketable securities,
net of taxes 4,838 (1,916)
------- -------
Comprehensive income $13,610 $ 5,692
======= =======
</TABLE>
6
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NOTE 6: INVESTMENTS
The investments balance includes the Company's 16% equity interest in
Eurotronics, B.V. ("Eurotronics"), investments in Serial Systems, Ltd.
("Serial"), and Agile Software Corporation ("Agile"). The investment in
Eurotronics is accounted for under the equity method while the investments in
Serial and Agile are accounted for as marketable securities.
The Company recorded a reduction of $.6 million in its investment in Eurotronics
during the first quarter of fiscal 2000 representing the amortization of
goodwill associated with the investment and its pro-rata share of Eurotronics'
net operating loss for the period.
As reported by Avnet, it has entered into a definitive agreement, subject to
certain regulatory approvals, with the shareholders of Eurotronics to acquire
the 84% of Eurotronics not owned by the Company. In September 1999, Avnet also
entered into a definitive agreement with the Company to purchase its investment
in Eurotronics. The sale will be at estimated fair market value, for cash, and
will approximate the carrying value.
At August 31, 1999, the fair market value of the Company's investments in Serial
and Agile increased by $7.9 million. This unrealized gain on these investments
for the current quarter, net of a $3.1 million income tax provision, was
credited to Shareholders' Investment and is also included in the net increases
to comprehensive income as described in Note 5.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
---------------------
1999 1998
------ ------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 84.9 84.2
------ ------
Gross profit 15.1 15.8
Selling, general and
administrative expenses 11.0 11.8
------ ------
Income from operations 4.1 4.0
Interest expense and other-net .7 .9
------ ------
Income before provision for
income taxes 3.4 3.1
Provision for income taxes 1.4 1.4
------ ------
Net income 2.0% 1.7%
====== ======
</TABLE>
8
<PAGE> 9
THREE-MONTH PERIODS ENDED AUGUST 31, 1999 AND 1998
The Company's net sales decreased by $13.9 million or 3% to $446.9 million for
the three months ended August 31, 1999 from the same period of the prior year.
The decline in net sales was partially due to decreased sales of microprocessors
of $19.7 million for the three months ended August 31, 1999 as compared to the
prior year. The first quarter of fiscal 1999 benefited from the exceptional
sales levels of microprocessors due to strong demand and increased availability
of such products, and special purchases of some end-of-production products from
one of the Company's major suppliers. Sales of microprocessors accounted for
approximately 10% and 14% of the Company's sales for the three months ended
August 31, 1999 and 1998, respectively.
Additionally, the Company's net sales for the first quarter of fiscal 2000 were
affected by the termination of the Xilinx product line as of December 31, 1998.
The termination of the line accounted for a decrease of approximately $21
million in the Company's net sales for the first quarter of fiscal 2000, as
compared to fiscal 1999.
The first quarter of fiscal 1999 also benefited from the shipments of some large
value-added orders for a major customer through its contract manufacturer. The
order levels for this customer were significantly lower in the first quarter of
fiscal 2000.
The decreases in microprocessor sales, value-added orders from this major
customer, and from the termination of the Xilinx line, however, were partially
offset by increases in the sales volume of many of the Company's products,
particularly communications products, in the current quarter, as compared to the
same period of a year ago. The sales of communications products increased by $14
million for the first quarter of fiscal 2000, as compared to fiscal 1999, and
accounted for approximately 6% of the Company's net sales for the first quarter
of fiscal 2000 as compared to 3% for the same period last year.
Net margins for the first quarter of fiscal 2000 decreased to 15.1% from 15.8%
for fiscal 1999. The net margins for the three-month period ended August 31,
1999 were impacted by the continuing market pressures affecting many of the
products that the Company sells, particularly decreased margins on the sales of
microprocessors, as compared to last year.
Selling, general, and administrative expenses ("SG&A") decreased by $5.1 million
for the first quarter of fiscal 2000 as compared to fiscal 1999. The first
quarter of fiscal 2000 benefited from a reduction in the Company's staffing and
operating expenses that occurred during the last two quarters of fiscal 1999.
These reductions were made to align the Company's operations to current business
levels. In addition, the first quarter of fiscal 1999 included the costs of $1.2
million related to the consolidation of the Sterling Electronics warehousing
operations and the integration of the automated warehousing equipment to the
Company's operating systems. This project was completed during the second
quarter of fiscal 1999. SG&A expenses for the first quarter of
9
<PAGE> 10
fiscal 2000 are comparable to those incurred for the last two quarters of fiscal
1999.
Primarily due to a reduction in bank borrowings of $103 million during fiscal
1999, net interest expense decreased to $2.7 million in the first quarter of
fiscal 2000, from $4.5 million for the same period in the last fiscal year. A
decrease in working capital of $77 million for the first quarter of fiscal 2000
from the same period of fiscal 1999 and proceeds received of $11.8 million from
the sales of facilities contributed to the reduction in bank borrowings.
"Interest expense and other-net" includes the amortization of goodwill
associated with the Company's investment in Eurotronics, along with the
Company's pro-rata share of SEI's net income or loss. The amortization of
goodwill and the Company's share of SEI's net operating results were $.6 million
in net expenses and $.4 million in net revenue in first quarter of fiscal 2000
and 1999, respectively.
As described elsewhere herein, the Company's net operating results for the
periods reported included amortization of goodwill from the Sterling acquisition
and SEI investment and the Company's pro-rata share of SEI's net income or loss.
The higher than statutory Federal and state income tax rates used to record the
tax expense in the periods reported is the result of the non-deductibility of
these charges and credits.
The Company's sources of liquidity at August 31, 1999 consisted principally of
working capital of $377 million and available borrowings under the Company's
bank credit facility. As of August 31, 1999, there were $159.8 million in
borrowings outstanding under the Company's $313.8 million bank credit facility.
Under the terms of the bank facility, there are quarterly reductions on the $100
million term loan portion of the credit facility totaling $7.5 million for
fiscal 1999 and increasing in amounts from $17.5 million in the aggregate for
fiscal 2000 to a total reduction of $100 million over the term of the Agreement.
The Company believes that its working capital, borrowing capabilities and
additional funds generated from operations for the remainder of the year should
be sufficient to finance its anticipated operating requirements.
This Quarterly Report contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Reference is made in particular to the description of the Company's plans
and objectives for future operations, assumptions underlying such plans and
objectives and other forward-looking statements included in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other portions of this Quarterly Report. Such statements may be identified by
the use of forward-looking terminology such as "may," "will," "expect,"
"believe," "estimate," "anticipate," "continue," or similar terms, variations of
such terms or the negative of such terms. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the
10
<PAGE> 11
forward-looking statements. Factors which could cause such results to differ
materially from those described in the forward-looking statements include
changes in industry conditions, the addition or loss of suppliers, fluctuation
in quarterly results, foreign currency translations and other risks and
uncertainties that are detailed in the Company's Form 10-K and other reports
filed by the Company with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As described more fully in Part II, Item 7A of the Company's 1999 Form 10-K, the
Company is exposed to interest rate risk on its credit facility. Based on
current market conditions, the Company does not believe there has been any
material change in the Company's exposure to interest rate risk as described in
that report.
11
<PAGE> 12
PART II
ITEM 2. CHANGES IN SECURITIES
There were no sales of unregistered securities during the quarter ended August
31, 1999.
The terms of the Credit Agreement among the Company, Sterling and First Union
National Bank restrict the ability of the Company to pay dividends.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.2 Amended and Restated Agreement and Plan of Merger dated as of
June 25, 1999 by and between Avnet, Inc. and Marshall Industries.
(Incorporated herein by reference to Appendix A of Avnet, Inc.'s
Form S-4 filed on September 8, 1999.)
10.24 Fourth Amendment to Credit Agreement dated August 24, 1999 by and
among Marshall Industries, Sterling Electronics Corporation, the
Lenders party to the Credit Agreement and First Union National
Bank, as Administrative Agent.
27 Financial Data Schedule
(b) None
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 thereunto duly authorized.
MARSHALL INDUSTRIES
October 15, 1999 /s/ HENRY W. CHIN
--------------------------------------------
Henry W. Chin
Vice President, Finance and
Chief Financial Officer
(Mr. Chin is the principal financial officer
and is duly authorized to sign for the
Company)
12
<PAGE> 1
EXHIBIT 10.24
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into as of this 24th day of August, 1999 by and among MARSHALL
INDUSTRIES, a corporation organized under the laws of California ("Marshall"),
STERLING ELECTRONICS CORPORATION, a corporation organized under the laws of
Nevada ("Sterling," and together with Marshall, the "Borrower"), the Lenders
who are or may become a party to the Credit Agreement referred to below, and
FIRST UNION NATIONAL BANK, as Administrative Agent for the Lenders.
Statement of Purpose
The Lenders agreed to make certain Extensions of Credit to the Borrower
pursuant to the Credit Agreement dated as of January 16, 1998 by and among the
Borrower, the Lenders and the Administrative Agent, as amended by the First
Amendment to Credit Agreement dated February 26, 1998, the Amendment and Waiver
to Credit Agreement dated as of June 29, 1998 and the Third Amendment to Credit
Agreement dated as of June 23, 1999 (as so amended and as further amended or
supplemented from time to time, the "Credit Agreement").
The parties now desire to amend the Credit Agreement in certain respects
on the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Effect of Amendment. Except as expressly amended hereby, the Credit
Agreement and Loan Documents shall be and remain in full force and effect. This
Amendment shall not be deemed (i) to be a waiver of, or consent to, a
modification or amendment of, any other term or condition of the Credit
Agreement or (ii) to prejudice any other right or rights which the
Administrative Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or the Loan Documents or any
of the instruments or agreements referred to therein, as the same may be
amended and modified from time to time.
2. Capitalized Terms. All capitalized undefined terms used in this
Amendment shall have the meanings assigned thereto in the Credit Agreement.
3. Modification of Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of "EBIT", "Operating Cash Flow" and "Tangible Net
Worth" in their entirety and inserting the following definitions in lieu
thereof:
"EBIT" means, with respect to the Borrower and its Subsidiaries for
any period, the following calculated without duplication for such period on
a Consolidated basis in accordance with GAAP: (a) Net Income less (i) to
the extent included in calculating Net Income, any after-tax
<PAGE> 2
extraordinary gains, plus (ii) to the extent included in calculating Net Income,
any after-tax extraordinary losses (but excluding (A) all such losses relating
to the Acquisition as set forth in clause (iii) below and (B) any non-cash loss
to the extent it represents an accrual of or reserve for cash losses in any
future period plus (iii) any extraordinary losses, whether cash or non-cash,
relating to the Acquisition in an aggregate amount not to exceed $15,000,000
(provided that all such excluded extraordinary losses relating to the
Acquisition must be taken no later than August 31, 1998) plus (b) to the extent
deducted in calculating Net Income, (i) income and franchise taxes, (ii)
Interest Expense and (iii) a one-time non-cash charge in an amount not to exceed
$22,000,000 relating to the write down of Marshall's sixteen percent (16%)
equity ownership interest in Eurotronics B.V., which is the holding company of
the electronics distribution companies of Sonepar Electronique International).
For purposes of calculating compliance with Article X, EBIT shall be adjusted in
a manner reasonably satisfactory to the Administrative Agent to include on a pro
forma basis as of the first day of any calculation period any acquisition
(including the Acquisition) permitted by Section 11.4 consummated during such
period in accordance with this Agreement and exclude on a pro forma basis as of
the first day of any calculation period any Subsidiary or assets (other than
assets sold in the ordinary course of business) sold during such period in
accordance with this Agreement.
"Operating Cash Flow" means, with respect to the Borrower and its
Subsidiaries for any period, the following, calculated without duplication for
such period on a Consolidated basis in accordance with GAAP: (a) Net Income,
plus (b) to the extent deducted in determining Net Income, (i) income and
franchise taxes, (ii) Interest Expense and (iii) depreciation and amortization
(including amortization of goodwill, software development costs and other
intangibles); provided, that there shall be excluded from Net Income a one-time
non-cash charge in an amount not to exceed $22,000,000 relating to the write
down of Marshall's sixteen percent (16%) equity ownership interest in
Eurotronics B.V., which is the holding company of the electronics distribution
companies of Sonepar Electronique International). For purposes of calculating
compliance with Article X, Operating Cash Flow shall be adjusted in a manner
reasonably satisfactory to the Administrative Agent to include on a pro forma
basis as of the first day of any calculation period any acquisition (including
the Acquisition) permitted by Section 11.4 consummated during such period in
accordance with this Agreement and exclude on a pro forma basis as of the first
day of any calculation period any Subsidiary or assets (other than assets sold
in the ordinary course of business) sold during such period in accordance with
this Agreement.
"Tangible Net Worth" means, with respect to the Borrower and its
Subsidiaries as of any date of determination, Consolidated stockholders'
equity, less Consolidated intangible assets, including without limitation,
goodwill and unamortized software development costs and discounts, all
calculated in accordance with GAAP; provided, that there shall be excluded from
Consolidated stockholders' equity, a one-time non-cash charge in an amount not
to exceed $22,000,000 relating to the write down of Marshall's sixteen percent
(16%) equity ownership interest in Eurotronics B.V., which is the holding
company of the electronics distribution companies of Sonepar Electronique
International).
2
<PAGE> 3
(b) Section 11.4 of the Credit Agreement is hereby amended by deleting the
word "and" at the end of Section 11.4(h), deleting "." at the end of Section
11.4(i) and inserting ";and" in lieu thereof and adding the following Section
11.4(j):
"(j) investments by the Borrower in the capital stock of Agile
Software Corporation in an aggregate amount not to exceed $3,000,000."
4. Representations and Warranties/No Default. By their execution hereof,
the Borrower hereby certifies that (giving effect to this Amendment) each of
the representations and warranties set forth in the Credit Agreement and the
other Loan Documents is true and correct in all material respects as of the
date hereof as if fully set forth herein, except to the extent that such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall have been true and correct in
all material respects on and as of such earlier date), and that as of the date
hereof no Default or Event of Default has occurred and is continuing.
5. Expenses. The Borrowers shall pay all reasonable out-of-pocket
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of North Carolina.
7. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
8. Effectiveness. This Amendment will become effective when it has been
executed by the Borrowers and Required Lenders and copies of such executed
counterparts have been delivered to the Administrative Agent.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
[CORPORATE SEAL] MARSHALL INDUSTRIES
By: /s/ HENRY W. CHIN
----------------------------------
Name: Henry W. Chin
-------------------------------
Title: Vice President, Finance and CFO
-------------------------------
[CORPORATE SEAL] STERLING ELECTRONICS CORPORATION
By: /s/ HENRY W. CHIN
----------------------------------
Name: Henry W. Chin
-------------------------------
Title: Vice President, Treasurer
-------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
[Fourth Amendment]
<PAGE> 5
FIRST UNION NATIONAL BANK,
as Administrative Agent and Lender
By: /s/ GEORGE L. WOOLSEY
------------------------------------
GEORGE L. WOOLSEY
Name: ---------------------------------
Vice President
Title: --------------------------------
[Fourth Amendment]
<PAGE> 6
COMERICA BANK
By: /s/ EMMANUEL M. SKEVOFILAX
------------------------------------
EMMANUEL M. SKEVOFILAX
Name: ---------------------------------
Vice President
Title: --------------------------------
<PAGE> 7
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ KANDIS A. JAFFREY
--------------------------------
Name: Kandis A. Jaffrey
------------------------------
Title: Vice President
-----------------------------
[Fourth Amendment]
<PAGE> 8
BANK OF AMERICA, N.A.
By: /s/ DOUGLAS T. MECKELNBURG
--------------------------------
Name: DOUGLAS T. MECKELNBURG
------------------------------
Title: Vice President
-----------------------------
[Fourth Amendment]
<PAGE> 9
UNION BANK OF CALIFORNIA, N.A.
By: /s/ RONALD L. WATTERWORTH
--------------------------------
Name: Ronald L. Watterworth
------------------------------
Title: Vice President
-----------------------------
[Fourth Amendment]
<PAGE> 10
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ NANCY S. MARTORANO
-----------------------------------
Name: Nancy S. Martorano
---------------------------------
Title: Vice President
--------------------------------
[Fourth Amendment]
<PAGE> 11
BANQUE NATIONAL DE PARIS
By: /s/ FREDERIQUE MERHAUT
-----------------------------------
Name: Frederique Merhaut
---------------------------------
Title: Vice President & Credit Manager
--------------------------------
By: /s/ JEFFREY KING
-----------------------------------
Name: Jeffrey King
---------------------------------
Title: Assistant Vice President
--------------------------------
[Fourth Amendment]
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARSHALL
INDUSTRIES ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> JUN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 1,697
<SECURITIES> 0
<RECEIVABLES> 237,289
<ALLOWANCES> (9,350)
<INVENTORY> 343,993
<CURRENT-ASSETS> 598,846
<PP&E> 101,124
<DEPRECIATION> (63,512)
<TOTAL-ASSETS> 795,702
<CURRENT-LIABILITIES> 222,314
<BONDS> 0
0
0
<COMMON> 16,621
<OTHER-SE> 407,305
<TOTAL-LIABILITY-AND-EQUITY> 795,702
<SALES> 446,937
<TOTAL-REVENUES> 446,937
<CGS> 379,628
<TOTAL-COSTS> 428,806
<OTHER-EXPENSES> 586
<LOSS-PROVISION> 812
<INTEREST-EXPENSE> 2,754
<INCOME-PRETAX> 14,791
<INCOME-TAX> 6,343
<INCOME-CONTINUING> 8,448
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,448
<EPS-BASIC> 0.51
<EPS-DILUTED> 0.50
</TABLE>
