<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------------------
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New York 11-1806155
-------- ----------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
</TABLE>
25 Hub Drive, Melville, New York, 11747, (516) 391-1300
--------------------------------------------------------
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
Robert E. Klatell
Senior Vice President and Chief Financial Officer
Arrow Electronics, Inc.
25 Hub Drive, Melville, New York, 11747, (516) 391-1300
--------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
<TABLE>
<S> <C>
Howard S. Kelberg, Esq. Howard Chase, Esq.
Winthrop, Stimson, Putnam & Roberts Morrison, Cohen, Singer
One Battery Park Plaza & Weinstein
New York, New York 10004 750 Lexington Avenue
(212) 858-1000 New York, New York 10022
(212) 735-8600
</TABLE>
-----------------------------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement and such time as
results covering at least 30 days of combined operations of the Registrant and
Gates/FA Distributing, Inc. ("Gates/FA") have been published by the Registrant.
-----------------------------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
<PAGE> 2
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Shares to be Amount to be Offering Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee (3)
------------ -------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock (4) 1,376,843 $27.75 $38,207,393 $13,173
</TABLE>
(1) The amount of common stock, $1.00 par value per share, of the
Registrant ("Arrow Common Stock") to be registered has been determined
on the basis of the conversion ratio for 1,835,791 shares of common
stock, $.01 par value per share, of Gates/FA ("Gates/FA Common Stock")
held by the Selling Shareholders named in the enclosed Prospectus,
which shares shall be converted pursuant to the merger (the "Merger")
of AFG Acquisition Company ("AFG"), a Delaware corporation and a
wholly owned subsidiary of the Registrant, with and into Gates/FA
pursuant to the Agreement and Plan of Merger dated as of June 24, 1994
among the Registrant, AFG and Gates/FA (the "Merger Agreement") (the
number of shares of Arrow Common Stock into which each outstanding
share of Gates/FA Common Stock shall be converted is equal to $22.50
divided by the average closing price on the New York Stock Exchange,
Inc. of one share of Arrow Common Stock over the twenty-day trading
period ending two trading days before the closing date of the Merger
(the "Arrow Stock Price")), assuming the Arrow Stock Price equals $30
(the Arrow Stock Price below which the Merger Agreement is subject to
termination by the Registrant).
(2) Estimated pursuant to Rule 457(f)(1) under the Securities Act of 1933,
as amended (the "Securities Act"), based upon the market value of the
shares of Gates/FA Common Stock to be converted pursuant to the Merger
($20.81 per share) which is the average of the high and low sale
prices of a share of Gates/FA Common Stock in the domestic over-the-
counter market as reported by the NASDAQ National Market System on
July 1, 1994 (the "Market Value").
(3) The registration fee for the securities registered hereby, $13,173,
has been calculated pursuant to Rule 457(c) under the Securities Act,
as follows: one-twenty-ninth of one percent of the Market Value,
multiplied by 1,835,791, the number of shares of Gates/FA
-2-
<PAGE> 3
Common Stock held by the Selling Shareholders named in the
enclosed Prospectus which may be converted in the Merger.
(4) This Registration Statement also pertains to rights to purchase
Participating Preferred Stock of the Registrant (the "Rights"). Until
the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for Arrow Common Stock
and will be transferred together with and only with such securities.
Thereafter, separate Rights certificates will be issued representing
one Right for each share of Arrow Common Stock held subject to
adjustment pursuant to anti-dilution provisions.
-----------------------------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
-3-
<PAGE> 4
Prospectus
ARROW ELECTRONICS, INC.
1,376,843 shares of Common Stock, $1.00 par value per share
------------------------------------------------
This Prospectus relates to 1,376,843 shares (the "Shares") of
Common Stock, par value $1.00 per share, of Arrow Electronics, Inc.
(the "company" or "Arrow"). The Shares may be offered by certain shareholders
of the company (the "Selling Shareholders") from time to time in transactions
for their own account (which may include block transactions) on the New York
Stock Exchange, Inc. ("NYSE") in negotiated transactions, or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Sale of Shares."
The company's Common Stock is traded on the NYSE under the
symbol ARW. The last sale price for the Common Stock of the company as
reported by the NYSE on July --, 1994 was $---- per share.
None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the company. The company has agreed
to bear all expenses (other than underwriting discounts and commissions)
incurred in connection with registrations, filings or qualifications of the
Shares being offered by the Selling Shareholders.
------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE ANY OF SUCH
COMMISSIONS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------
The date of this Prospectus is July --, 1994.
-1-
<PAGE> 5
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the company or any underwriter, agent or dealer. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that there has been no change in the affairs of the
company since the date hereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
AVAILABLE INFORMATION
The company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy
statements and other information are available for inspection and copying at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Square, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2411; and 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the SEC, Judiciary Square, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, material filed by the company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference (i) the company's
Annual Report on Form 10-K filed with the SEC for the year ended December 31,
1993, (ii) the company's Quarterly Report on Form 10-Q filed with the SEC for
the quarter ended March 31, 1994, (iii) the company's pro forma financial
information contained in the company's Registration Statement on Form S-4
pursuant to the Securities Act of 1933 (Registration No. 33-54413)
including any amendment or report filed for the purpose of updating such
information and (iv) the information with regard to the company's capital stock
contained in the company's Registration Statement pursuant to the Exchange Act
including any amendment or report filed for the purpose of updating such
information.
-2-
<PAGE> 6
All documents filed by the company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of the offering of Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in the Registration Statement of which this Prospectus is a part other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to the company in
writing at 25 Hub Drive, Melville, New York, 11747, or by telephone at (516)
391- 1300.
THE COMPANY
Arrow is the world's largest distributor of electronic
components and computer products to industrial and commercial customers.
The company's principal offices are located at 25 Hub Drive,
Melville, New York, 11747; its telephone number is (516) 391- 1300. The Common
Stock of the company (symbol ARW) is traded on the NYSE. Unless the context
otherwise requires, the term "company" as used herein shall refer to Arrow
Electronics, Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
The company will not receive any of the proceeds from the
sales of Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table shows (i) the names of the Selling
Shareholders, (ii) as of July --, 1994, the shares of Common Stock owned
beneficially or of record by each of them, (iii) the number of Shares being
offered by each of them and (iv) the number of shares of Common Stock to be
owned by each
-3-
<PAGE> 7
of them after completion of the offering, assuming all of the Shares being
offered hereby are sold. The Shares being offered by the Selling Shareholders
were received by them in exchange for shares of capital stock of Gates/FA
Distributing, Inc. ("Gates/FA") pursuant to an Agreement and Plan of Merger
dated as of June 24, 1994 among the company, Gates/FA and the company's
wholly-owned subsidiary, AFG Acquisition Company.
<TABLE>
<CAPTION>
No. of Shares No. of Shares
Owned Prior to No. of Shares Owned After
Selling Shareholder the Offering Being Offered the Offering
------------------- -------------- -------------- -------------
<S> <C> <C> <C>
Cheyenne Software, Inc. 1,011,217 1,011,217 0
Dennis Gates 365,626 365,626 0
</TABLE>
SALE OF SHARES
The sale of the Shares by the Selling Shareholders may be
effected from time to time in transactions for their own account (which may
include block transactions) on the NYSE, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Shareholders
may effect such transactions by selling Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Shareholders and any
broker-dealers that act in connection with the sale of the Shares hereunder
might be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 and any commissions received by them and any profit on
the resale of Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933.
EXPERTS
The consolidated financial statements of Arrow Electronics,
Inc. at December 31, 1993 and 1992 and for each of the three years in
the period ended December 31, 1993 incorporated by reference from Arrow's
Annual Report on Form 10-K have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and are
incorporated in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
-4-
<PAGE> 8
LEGAL OPINION
The legality of the Shares offered hereby is being passed on
by Winthrop, Stimson, Putnam & Roberts, counsel for the company.
-5-
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a list of the expenses the Registrant expects
to pay in connection with the issuance and distribution of the Shares
registered hereby.
<TABLE>
<CAPTION>
Estimated Amount
Category of Expense of Expense
------------------- ----------------
<S> <C>
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . $ 7,000
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . 5,000
Filing and Registration Fees . . . . . . . . . . . . . . . . . . . . . 13,173
Miscellaneous Expenses* . . . . . . . . . . . . . . . . . . . . . . . . 1,827
----------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . $27,000
----------------
</TABLE>
* Estimated.
Item 15. Indemnification of Directors and Officers
Article 9 of the Registrant's Restated Certificate of
Incorporation permits the indemnification of officers and directors under
certain circumstances to the full extent that such indemnification may be
permitted by law.
Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director
of the Registrant is entitled under the Business Corporation Law of the State
of New York (Sections 721 through 726), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.
The Registrant also maintains directors' and officers'
liability insurance coverage which insures directors and officers of the
Registrant against certain losses arising from claims made, and for which the
Registrant has not provided reimbursement, by reason of their being directors
and officers of the Registrant or its subsidiaries.
Item 16. Exhibits
See Exhibit Index.
II-1
<PAGE> 10
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement, shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
II-2
<PAGE> 11
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, State of New York, on this 7th day of
July, 1994.
ARROW ELECTRONICS, INC.
/s/ Robert E. Klatell
--------------------------------
By: Robert E. Klatell
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each officer or director
of Arrow Electronics, Inc. whose signature appears below constitutes and
appoints Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each of
them singly, his true and lawful attorney-in- fact and agent, with full and
several power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as they or he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
II-4
<PAGE> 13
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Principal Executive Officer: Date
<S> <C>
/s/ Stephen P. Kaufman July 7, 1994
- --------------------------- -------------------
Stephen P. Kaufman
Chairman and
Chief Executive Officer
Principal Financial Officer:
/s/ Robert E. Klatell July 7, 1994
- --------------------------- ------------------
Robert E. Klatell
Senior Vice President and
Chief Financial Officer
Principal Accounting Officer:
/s/ Paul J. Reilly July 7, 1994
- --------------------------- ------------------
Paul J. Reilly
Controller
Directors:
/s/ Daniel W. Duval July 7, 1994
- -------------------------- ------------------
Daniel W. Duval
Director
/s/ Carlo Giersch July 7, 1994
- -------------------------- ------------------
Carlo Giersch
Director
/s/ J. Spencer Gould July 7, 1994
- -------------------------- ------------------
J. Spencer Gould
Director
/s/ Stephen P. Kaufman July 7, 1994
- -------------------------- ------------------
Stephen P. Kaufman
Director
/s/ Lawrence R. Kem July 7, 1994
- --------------------------- ------------------
Lawrence R. Kem
Director
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C>
/s/ Robert E. Klatell July 7, 1994
- --------------------------- ------------------
Robert E. Klatell
Director
/s/ Steven W. Menefee July 7, 1994
- --------------------------- ------------------
Steven W. Menefee
Director
/s/ Karen Gordon Mills July 7, 1994
- --------------------------- ------------------
Karen Gordon Mills
Director
/s/ Anne Pol July 7, 1994
- --------------------------- ------------------
Anne Pol
Director
/s/ Richard S. Rosenbloom July 7, 1994
- --------------------------- ------------------
Richard S. Rosenbloom
Director
/s/ John C. Waddell July 7, 1994
- --------------------------- ------------------
John C. Waddell
Director
</TABLE>
II-6
<PAGE> 15
FORM S-3
ARROW ELECTRONICS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C>
2 - Agreement and Plan of Merger dated as of June 24, 1994 by and among
the Registrant, AFG Acquisition Company and Gates/FA Distributing,
Inc. (incorporated by reference to Exhibit 2 to Registrant's
Registration Statement on Form S-4, Registration No. 33-54413).
3(1) - Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(1) to Registrant's
Registration Statement on Form S-3, Registration No. 33-67890).
3(2) - Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Registrant dated as of August 24, 1993
(incorporated by reference to Exhibit 4(2) to Registrant's
Registration Statement on Form S-3, Registration No. 33-67890).
3(3) - By-laws of the Registrant (incorporated by reference to Exhibit
3(b) to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1986, File No. 1-4482).
4(1) - Amended and Restated Credit Agreement dated as of January 28, 1994
among the Registrant, Bankers Trust Company, Chemical Bank and the
other banks and financial institutions from time to time parties
thereto (incorporated by reference to Exhibit 10(e) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993, File
No. 1-4482).
4(2) - Indenture, including Debenture, dated as of November 25, 1992,
between the Registrant and the Bank of Montreal Trust Company, as
Trustee with respect to the Registrant's 5-3/4% Convertible
Subordinated Debentures due 2002 (incorporated by reference to
Exhibit 4(a) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 1-4482).
</TABLE>
- --------------------
*To be filed by Amendment.
II-7
<PAGE> 16
<TABLE>
<S> <C>
4(3) - Senior Note Purchase Agreement dated as of December 29, 1992
between the Registrant and each of the Purchasers listed on Annex
A thereto (incorporated by reference to Exhibit 10(d) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1992, File No. 1-4482).
4(4) - Rights Agreement dated as of March 2, 1988 between the Registrant
and Chemical Bank (formerly Manufacturers Hanover Trust Company),
as Rights Agent, which include as Exhibit A a Certificate of
Amendment of the Restated Certificate of Incorporation for the
Registrant for the Participating Preferred Stock, as Exhibit B a
letter to shareholders describing the Rights Agreement and as
Exhibit C the forms of Rights Certificate and Election to Exercise
(incorporated by reference to Exhibit 1 to Registrant's Current
Report on Form 8-K dated March 3, 1988, File No. 1-4482).
4(5) - First Amendment, dated June 30, 1989, to the Rights Agreement in
4(4) above (incorporated by reference to Exhibit 4(b) to
Registrant's Current Report on Form 8-K dated June 30, 1989,
File No. 1-4482).
4(6) - Second Amendment, dated June 8, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(iii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
4(7) - Third Amendment, dated July 19, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(iv)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
4(8) - Fourth Amendment, dated August 26, 1991, to the Rights Agreement
in 4(4) above (incorporated by reference to Exhibit 4(i)(v) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4482).
</TABLE>
- --------------------
* To be filed by Amendment.
II-8
<PAGE> 17
<TABLE>
<S> <C>
5 - Opinion of Winthrop, Stimson, Putnam & Roberts dated ---------,
1994, containing the consent of such counsel.*
23(1) - Consent of Ernst & Young.
23(2) - Consent of Winthrop, Stimson, Putnam & Roberts (see Exhibit 5
above).*
24 - Power of Attorney (See page II-4).
</TABLE>
- -----------------
* To be filed by Amendment.
II-9
<PAGE> 1
Exhibit 23(1)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Arrow Electronics,
Inc. for the registration of 1,376,843 shares of its common stock and to the
incorporation by reference therein of our report dated February 24, 1994, with
respect to the consolidated financial statements and schedules of Arrow
Electronics, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
New York, New York
July 6, 1994
