FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994:
A. Full title of Plan:
Anthem Electronics, Inc.
Salary Savings Plan
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
Item 1. Changes in the Plan
During 1994, the Plan sponsor merged with Arrow Electronics,
Inc. (Arrow) under the provisions of the Agreement and Plan of
Merger by and among Arrow Electronics, Inc., MTA Acquisition
Company and Anthem Electronics, Inc. dated September 21, 1994.
In connection with this merger, on December 8, 1994, each share
of Anthem Electronics, Inc. common stock held by the Plan was
exchanged for .875 shares of Arrow Electronics, Inc. common
stock.
In connection with this merger, Arrow has decided
to terminate the Anthem Electronics, Inc. Salary
Savings Plan as of August 31, 1995 and to transfer the
assets to the Arrow Electronics, Inc. Savings Plan effective
September 1, 1995. Upon termination of the Plan, participants
will become fully vested in their accounts.
Item 2. Changes in investment policy
No material changes occurred during the 1994 fiscal year in
respect to the nature of the investment policies in which funds
held under the Plan were invested.
Page 1 of 18
Item 3. Contributions under the Plan
Anthem Electronics, Inc. makes matching cash contributions
to the Plan. The Company's contributions are allocated ratably
among participants based upon the participant's contributions to
the Plan. For purposes of allocation of benefits, participant
contributions in excess of 6% of annual compensation are
excluded.
Item 4. Participating employees
The Plan had 597 participating employees at December 31,
1994.
Item 5. Administration of the Plan
During 1994, the Plan was administrated by a committee
comprising employees of Anthem Electronics, Inc. No person
received compensation from the Plan in the role of administrative
committee member.
Name of Position held
committee member with issuer Address
Robert S. Throop Chief Executive Officer 1160 Ridder Park Drive
San Jose, CA 95131
Wayne B. Snyder Senior Vice President and 1160 Ridder Park Drive
Chief Financial Officer San Jose, CA 95131
Robert E. Lyon Vice President Human 1160 Ridder Park Drive
Resources San Jose, CA 95131
Item 6. Custodian of investments
The custodian of Plan assets is Fidelity Management Trust
Company (Fidelity or the Trustee) located at 82 Devenshire
Street, Boston, MA 02109. Fidelity is a Massachusetts Trust
Company registered under the Investment Company Act of 1934.
During the year ended December 31, 1994, the Plan did not
pay Fidelity any compensation as custodian of investments as all
Trustee fees are paid by the Company.
Item 7. Reports to participating employees
Participants receive quarterly reports from the Trustee
summarizing the transactions and market value changes.
Page 2 of 18
Item 8. Investment of funds
No brokerage fees were paid to Fidelity or any other party
on behalf of the Plan.
Item 9. Financial statements and exhibits
(a) Financial statements - Audited financial statements
of the Anthem Electronics,
Inc. Salary Savings Plan as of
and for the years ended
December 31, 1994 and 1993.
(b) Exhibit 1 - Agreement and Plan of Merger,
Dated as of September 21,
1994, By and Among Arrow
Electronics, Inc., MTA
Acquisition Company and
Anthem Electronics, Inc.
(incorporated by reference to
Exhibit 2 to the Company's
Registration Statement on Form
S-4, Commission File No.
35-54413)
(d) Exhibit 2 - Consent of Independent
Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the administrator has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
Date June 28, 1995 By /s/ Robert S. Throop
Robert S. Throop
Chief Executive Officer
Page 3 of 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our name on our report, dated May 15,
1995, with respect to the financial statements and schedules of
the Anthem Electronics, Inc. Salary Savings Plan for the years
ended December 31, 1994 and 1993, included in the Annual Report
on Form 11-K which is filed electronically with the Securities
and Exchange Commission.
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
June 26, 1995
Page 4 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
Page 5 of 18
To the Participants and Plan
Administrator of the Anthem Electronics, Inc.
Salary Savings Plan
INDEPENDENT ACCOUNTANTS' REPORT
We have audited the accompanying statements of net assets
available for plan benefits of Anthem Electronics, Inc. Salary
Savings Plan (the Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the
Plan's management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31, 1994
and 1993, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
supplemental schedules of (1) assets held for investment purposes
as of December 31, 1994, (2) loans or fixed obligations and (3)
reportable transactions for the year then ended are presented for
the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
Page 6 of 18
The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a
whole.
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
May 15, 1995
Page 7 of 18
<TABLE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1994 1993
<S> <C> <C>
Investments, at contract value $ 2,241,523 $ 2,479,535
Investments, at fair value 12,693,573 10,879,999
Cash and cash equivalents 810,910 463,931
Assets held for investment purposes 15,746,006 13,823,465
Employer contribution receivable 180,980 -
Net assets available for plan benefits $ 15,926,986 $13,823,465
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
Page 8 of 18
<TABLE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1994 and 1993
Fidelity Management Trust Company
Money Intermediate Equity Growth Managed Anthem
Market Bond Puritan Income Magellan Company Income Stock
Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at December 31, 1992 $488,599 $705,896 $820,343 $1,642,791 $2,129,554 $767,500 $2,451,366 $1,385,804
Employer's contribution 36,971 44,272 85,227 94,929 188,550 70,984 115,346 76,291
Participants' contributions/rollover 110,111 135,473 270,645 278,838 654,968 227,625 338,242 233,105
Withdrawals/distributions (41,814) (58,749) (65,675) (136,239) (195,441) (63,618) (173,442) (238,957)
Dividends and interest 15,849 60,192 161,538 82,005 307,558 90,469 148,528 2,591
Net appreciation (depreciation) in
fair value of investments 23,259 47,708 292,812 279,555 39,369 (319,589)
Net loan activities (4,748) 969 688 (802) (3,321) 14,313 7,890 1,221
Transfers in/out (141,037) (64,054) 286,603 6,005 191,913 (156,904) (408,395) 285,869
Increase (decrease) in net assets (24,668) 141,362 786,734 617,548 1,423,782 222,238 28,169 40,531
Net assets available for plan
benefits at December 31, 1993 463,931 847,258 1,607,077 2,260,339 3,553,336 989,738 2,479,535 1,426,335
Employer's contribution 91,066 25,457 73,278 68,055 140,954 54,717 71,413 63,037
Participants' contributions/rollover 124,125 195,171 350,997 275,599 802,192 316,543 248,758 250,286
Withdrawals/distributions (44,736) (87,935) (147,672) (114,235) (422,159) (119,138) (490,520) (133,934)
Dividends and interest 22,151 54,314 144,522 229,302 154,332 46,386 127,306 990
Net appreciation (depreciation) in
fair value of investments (72,119) (113,741) (221,871) (229,751) (70,300) 275,047
Net loan activities (640) (12,265) (28,143) (16,839) (25,890) 1,179 (13,035) (27,325)
Transfers in/out 155,013 (227,866) (75,191) (89,254) (131,090) (30,617) (181,934) (1,854,436)
Increase (decrease) in net assets 346,979 (125,243) 204,050 130,757 288,588 198,770 (238,012) (1,426,335)
Net assets available for plan
benefits at December 31, 1994 $810,910 $722,015 $1,811,127 $2,391,096 $3,841,924 $1,188,508 $2,241,523 $ -
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
Page 9 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D)
For the years ended December 31, 1994 and 1993
<TABLE>
Arrow Employer
Stock Participant Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at December 31, 1992 $246,970 $10,638,823
Employer's Contribution 712,570
Participant's contributions/rollover 2,249,007
Withdrawals/distribution (34,844) (1,008,779)
Dividends and interest 868,730
Net appreciation (depreciation) in
fair value of investments 363,114
Net loan activities (16,210)
Transfers in/out -
Increase (decrease) in net assets (51,054) 3,184,642
Net assets available for plan
benefits at December 31, 1993 195,916 13,823,465
Employer's contribution $180,980 768,957
Participants' contributions/rollover $29,760 2,593,431
Withdrawals/distributions (9,125) (66,869) (1,636,323)
Dividends and interest 86 779,389
Net appreciation (depreciation) in
fair value of investments 30,802 (401)
Net loan activities (2,283) 125,241
Transfers in/out 2,435,375
Increase (decrease) in net assets 2,484,615 58,372 180,980 2,103,521
Net assets available for plan
benefits at December 31, 1994 2,484,615 254,288 180,980 15,926,986
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
Page 10 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 and 1993
Note 1 - The Plan and its significant accounting policies:
The following description of the Anthem Electronics, Inc.
Salary Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
The Plan is a defined contribution plan covering all
full-time employees of Anthem Electronics, Inc. (the Company or
Anthem) who have a minimum of six months of service and are age
21 or older.
During 1994 Anthem merged with Arrow Electronics, Inc.
(Arrow). All Anthem stock was exchanged for Arrow stock (see
Note 5) according to the provisions of the Agreement and Plan of
Merger by and among Arrow Electronics, Inc., MTA Acquisition
Company and Anthem Electronics, Inc. dated September 21, 1994
(the Agreement).
The Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code and the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Administration -
The Company has appointed an Administrative Committee (the
Committee) to control the operation and administration of the
Plan. A third-party administrator, appointed by the Committee,
processes and maintains the records of participant data. The
Company has contracted with Fidelity Management Trust Company
(Fidelity) to act as the trustee. All expenses incurred for
administering the funds are paid by the Company.
Investments -
Investments of the Plan are held by Fidelity and invested in
Fidelity mutual funds, guaranteed investment contracts, and money
market accounts as well as Arrow common stock (see Note 5) based
solely upon instructions received from participants. Plan assets
are valued at contract or fair value as of the last day of the
Plan year, as measured by contract value (purchase price plus
interest) or quoted market prices.
Page 11 of 18
Vesting -
Participants are immediately vested in their voluntary
contributions. Vesting in the remainder of their accounts is
based on years of continuous service. A participant is fully
vested after five years of credited service.
Income taxes -
The Plan administrator believes the Plan qualifies under the
applicable requirements of the Internal Revenue Code and related
state statutes and is exempt from federal income and state
franchise taxes.
Note 2 - Participation and benefits:
Employee contributions -
Participants may elect to have the Company contribute a
percentage, from 1% to 12%, of their pre-tax compensation up to
the amount allowable under current income tax regulations.
Participants who elect to have the Company contribute a portion
of their compensation to the Plan agree to accept an equivalent
reduction in taxable compensation.
Employer contributions -
The Company is allowed to make matching contributions as
defined in the Plan and as approved by the Board of Directors.
The Company matches 50% of participants contributions up to a
maximum participant contribution of 6%. Matching contributions
are reduced by the amount of forfeitures for the period.
Participant accounts -
Each participant's account is credited with the
participant's contribution and an allocation of a) the Company's
contribution, and b) Plan earnings. Allocations are based
on participant earnings or account balances, as defined in the
Plan.
Payment of benefits -
Upon termination, benefits are paid in full in a lump-sum
amount equal to the value of the participant's account, or by
monthly installments over a specified period.
Page 12 of 18
Loans to participants -
The Plan allows participants to borrow up to the lesser of
$50,000 or 50% of their vested account balance. The loans are
secured by the participant's vested balance. Such loans bear
interest at the available market financing rates and must be
repaid to the Plan within a five year period, unless the loan is
used for the purchase of a residence in which case the maximum
repayment period is 15 years. The specific terms and conditions
of such loans are established by the Plan administrator.
Note 3 - Plan obligations:
Included in net assets available for Plan benefits at
December 31, 1993 are benefits due to terminated Plan
participants of approximately $10,000.
Note 4 - Investments:
The following table presents the contract or fair values of
investments and investment funds that represent 5% or more of the
Plan's net assets at December 31:
1994 1993
Money Market Fund $ 810,910 $ 463,931
Intermediate Bond Fund 722,015 847,258
Puritan Fund 1,811,127 1,607,077
Equity Income Fund 2,391,096 2,260,339
Magellan Fund 3,841,924 3,553,336
Growth Company Fund 1,188,508 989,738
Managed Income Fund 2,241,523 2,479,535
Anthem Stock Fund - 1,426,335
Arrow Stock Fund 2,484,615 -
Participant Loans 254,288 195,916
Total investments at contract
or fair value $15,746,006 $13,823,465
Page 13 of 18
Note 5 - Party in interest transactions:
As allowed by the Plan, participants may elect to invest a
portion of their accounts in the common stock of the Company, or
subsequent to the merger described in Note 1, in the common stock
of Arrow. On December 8, 1994, each share of Anthem Electronics,
Inc. common stock held by the Plan was exchanged for .875 shares
of Arrow Electronics, Inc. common stock under the provisions of
the Agreement. Aggregate investment in the common stock of the
respective companies at December 31, 1994 and 1993 was as
follows:
Date Company Number of shares Fair value Cost
1994 Arrow 69,258 $2,484,615 $2,453,261
1993 Anthem 49,397 1,426,335 1,349,811
Note 6 - Plan termination and/or modification:
In connection with the merger of Anthem and Arrow, Arrow has decided
to terminate the Anthem Electronics,Inc. Salary Savings Plan as of August 31,
1995 and to transfer the assets to the Arrow Electronics, Inc. Savings Plan
effective September 1, 1995. Upon termination of the Plan, participants will
become fully vested in their accounts.
Page 14 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
FORM 5500
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994
The following items of Schedule G - Form 5500 are not applicable
at December 31, 1994:
Item No. Description
27a Part II - Schedule of Assets Held for Investment
Purposes Which Were Both Acquired and Disposed of
Within the Plan Year
27c Part IV, Schedule of Leases in Default or
Classified as Uncollectible
27e Part VI, Schedule of Nonexempt Transactions
27f Part VII, Schedule of Nonexempt Transactions
Page 15 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
E.I.N.: 95-2550381
Plan #: 001
<TABLE>
ITEM 27a, PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<C> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par or maturity value Cost Value
Fidelity Management Trust Company:
Money Market Fund Money Market Fund $810,910 $810,910
Intermediate Bond Fund Mutual Fund 757,077 722,015
Puritan Fund Mutual Fund 1,851,338 1,811,127
Equity Income Fund Mutual Fund 2,224,728 2,391,096
Magellan Fund Mutual Fund 3,835,495 3,841,924
Growth Company Fund Mutual Fund 1,172,698 1,188,508
Managed Income Fund Investment Contracts 2,241,523 2,241,523
* Arrow Stock Fund Employer Securities 2,453,261 2,484,615
* Participant Loans (7% to 9%) Loan Fund - 254,288
Total assets held for investment
purposes $15,746,006
</TABLE>
* Parties-in-interest
Page 16 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
E.I.N.: 95-2550381
Plan #:001
<TABLE>
ITEM 27b, PART III - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
For the year ended December 31, 1994
<C> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Detailed description of loan including
dates of making and maturity, interest
Amount received during Unpaid rate, type and value of collateral, any
Original 1994 balance renegotiation of the loan and the terms Amount overdue
Identity and address amount at end of the renegotiation and other material
of obligor of loan Principal Interest of year items Principal Intere
* James Forbes $6,031 $480 $133 $3,935 (1)Date of loan: 05/15/92 $613 $3,3
Interest rate 7.50%
Maturity date 05/09/97
* Daniel Tautges 2,635 120 37 2,019 (1)Date of loan: 11/24/92 365 1,6
Interest rate 7.00%
Maturity date 11/11/97
</TABLE>
* Parties-in-interest
(1) These loans are secured by the participant's remaining account balance.
Page 17 of 18
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
E.I.N.: 95-2550381
Plan #: 001
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1994
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description of asset Expense Current value
(including interest rate incurred of asset on
and maturity in case Purchase Selling Lease with Cost of transaction Net gain
Identity of party involved of a loan) price price rental transaction asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Management Trust Company:
Money Market Fund Money Market Fund $576,201 $576,201 $576,201 $ -
Money Market Fund Money Market Fund $229,221 229,221 229,221 -
Intermediate Bond Fund Mutual Fund 347,159 347,159 347,159 -
Intermediate Bond Fund Mutual Fund 400,283 410,484 400,283 (10,201)
Puritan Fund Mutual Fund 886,489 886,489 886,489 -
Puritan Fund Mutual Fund 568,699 566,157 568,699 2,542
Equity Income Fund Mutual Fund 727,048 727,048 727,048 -
Equity Income Fund Mutual Fund 347,420 316,182 347,420 31,238
Magellan Fund Mutual Fund 1,456,234 1,456,234 1,456,234 -
Magellan Fund Mutual Fund 937,896 937,510 937,896 386
Growth Company Fund Mutual Fund 533,528 533,528 533,528 -
Growth Company Fund Mutual Fund 264,458 253,300 264,458 11,158
Managed Income Fund Investment Contracts 611,605 611,605 611,605 -
Managed Income Fund Investment Contracts 849,617 849,617 849,617 -
*Anthem Stock Fund Employer Securities 1,353,744 1,353,744 1,353,744 -
*Anthem Stock Fund Employer Securities 3,055,126 2,703,556 3,055,126 351,570
*Anthem Stock Fund Employer Securities 2,466,033 2,466,033 2,466,033 -
*Anthem Stock Fund Employer Securities 12,221 12,772 12,221 (551)
</TABLE>
* Parties-in-interest
Page 18 of 18
