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 period January 1, 1995 through October 2, 1995:
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 merged the Anthem Electronics,
Inc. Salary Savings Plan with the Arrow Electronics Savings Plan effective
September 1, 1995 and completed the transfer of assets to the Arrow
Electronics Savings Plan on October 2, 1995, the liquidation date. Upon
merger of the Plan, participants became fully vested in their accounts.
Item 2. Changes in investment policy
No material changes occurred during the period January 1, 1995 through
October 2, 1995 in respect to the nature of the investment policies in which
funds held under the Plan were invested.
Page 1 of 17
<PAGE>
Item 3. Contributions under the Plan
Anthem Electronics, Inc. made 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 1,148 participating employees at October 2, 1995.
Item 5. Custodian of investments
The custodian of Plan assets was 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 period from January 1 through October 2, 1995, the Plan did not
pay Fidelity any compensation as custodian of investments as all Trustee fees
are paid by the Company.
Item 6. Reports to participating employees
Participants receive quarterly reports from the Trustee summarizing the
transactions and market value changes.
Item 7. Investment of funds
No brokerage fees were paid to Fidelity or any other party on behalf of
the Plan.
Item 8. Financial statements and exhibits
(a) Financial statements - Audited financial statements of the Anthem
Electronics, Inc. Salary Savings Plan as of
October 2, 1995 (liquidation basis) and
December 31, 1994 (ongoing basis) and for the
period from January 1 through October 2, 1995
(liquidation basis) and for the year ended
December 31, 1994 (ongoing basis).
Page 2 of 17
<PAGE>
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 21, 1996 By s/Paul J. Reilly
- -------------------- --------------------------
Paul J. Reilly
Vice President and
Corporate Controller
Page 3 of 17
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our name on our report, dated June 11, 1996, with
respect to the financial statements and schedules of the Anthem Electronics,
Inc. Salary Savings Plan for the period from January 1 through October 2, 1995,
and for the year ended December 31, 1994, 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 11, 1996
Page 4 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
FINANCIAL STATEMENTS IN LIQUIDATION
OCTOBER 2, 1995
AND DECEMBER 31, 1994
Page 5 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
Financial Statements in Liquidation and
Form 5500 Supplemental Schedule G
October 2, 1995
and December 31, 1994
Table of Contents
Independent Accountants Report . . . . . . . . . . . . . . . . 7
Financial Statements:
Statements of Net Assets Available for Plan Benefits in Liquidation 9
Statements of Changes in Net Assets Available for Plan Benefits
in Liquidation 10
Notes to Financial Statements in Liquidation . . . . . . . . . 12
Form 5500 Supplemental Schedule G for the period January 1, 1995
through October 2, 1995 . . . . . . . . . . . . . . . . . . . 16
27d, Part V - Schedule of Reportable Transactions
Page 6 of 17
<PAGE>
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 in liquidation of the Anthem Electronics, Inc. Salary Savings
Plan (the Plan) as of October 2, 1995 (liquidation basis) and December 31,
1994 (ongoing basis), and the related statements of changes in net assets
available for plan benefits in liquidation for the period January 1, 1995
through October 2, 1995 (liquidation basis), and year ended December 31, 1994
(ongoing basis). 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
reasonableassurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts anddisclosures 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.
As further discussed in Note 1 to the financial statements, the Board of
Directors of Arrow Electronics, Inc., the Plan sponsor, approved the merger of
the Plan with the Arrow Electronics Savings Plan. In accordance with generally
accepted accounting principles, the Plan has changed its basis of accounting
used to determine the amounts at which investments are stated, from the ongoing
basis used in the 1994 financial statements to the liquidation basis used in
presenting the 1995 financial statements.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits in
liquidation of the Plan as of October 2, 1995 and December 31, 1994, and the
changes in net assets available for plan benefits in liquidation for the
period January 1, 1995 through October 2, 1995 and year ended December 31,
1994, respectively, in conformity with generally accepted accounting principles.
Page 7 of 16
<PAGE>
The supplemental information included in Schedule G - Financial
Schedules (IRS Form 5500) is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is supple-
mentary information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
June 11, 1996
Page 8 of 16
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION
October 2, December 31,
1995 1994
(liquidation basis) (ongoing basis)
------------------- ---------------
Investments, at contract value $ - $2,241,523
Investments, at fair value - 12,693,573
Cash and cash equivalents - 810,910
----------- ---------------
Assets held for investment purposes - 15,746,006
Employer contribution receivable - 180,980
----------- ---------------
Net assets available for plan benefits $ - $15,926,986
=========== ===============
See independent accountants' report and
accompanying notes to financial statements.
Page 9 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION
For the period January 1, 1995 through October 2, 1995
and year ended December 31, 1994
<TABLE>
<CAPTION>
Fidelity Management Trust Company
-------------------------------------------------------------------------------------------------------
Money Intermediate Equity Growth Managed Subtotal
Market Bond Puritan Income Magellan Company Income Fidelity
Fund Fund Fund Fund Fund Fund Fund Funds
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 $12,201,214
---------- --------- ---------- ---------- ---------- --------- ---------- -----------
Employer's contribution 91,066 25,457 73,278 68,055 140,954 54,717 71,413 524,940
Participants' contrib-
utions/rollover 124,125 195,171 350,997 275,599 802,192 316,543 248,758 2,313,385
Withdrawals/distributions (44,736) (87,935) (147,672) (114,235) (422,159) (119,138) (490,520) (1,426,395)
Dividends and interest 22,151 54,314 144,522 229,302 154,332 46,386 127,306 778,313
Net appreciation (deprec-
iation) in fair value
of investments (72,119) (113,741) (221,871) (229,751) (70,300) (707,782)
Net loan activities (640) (12,265) (28,143) (16,839) (25,890) 1,179 (13,035) (95,633)
Transfers in/out 155,013 (227,866) (75,191) (89,254) (131,090) (30,617) (181,934) (580,939)
---------- ---------- ---------- ---------- ---------- ----------- ---------- -----------
Increase (decrease)
in net assets 346,979 (125,243) 204,050 130,757 288,588 198,770 (238,012) 805,889
---------- ---------- ---------- ---------- ---------- ----------- ---------- -----------
Net assets available
for plan benefits at
December 31,
1994 (ongoing basis) 810,910 722,015 1,811,127 2,391,096 3,841,924 1,188,508 2,241,523 13,007,103
---------- --------- ---------- ---------- ---------- ---------- --------- -----------
Employer's contribution 122,646 48,428 96,913 90,525 185,023 77,332 72,452 693,319
Participants' contrib-
utions/rollover 74,310 104,670 225,894 206,201 456,714 204,556 153,766 1,426,111
Withdrawals/distributions (180,474) (34,143) (239,002) (333,739) (687,153) (210,008) (221,932) (1,906,451)
Dividends and interest 36,090 38,132 53,500 85,691 18,997 110,679 343,089
Net appreciation in fair
value of investments 30,715 255,268 537,803 1,476,924 503,324 2,804,034
Net loan activities 649 (456) (13,160) (20,640) (6,394) (4,987) (6,271) (51,259)
Transfers in/out 387,057 6,373 (423,115) 804,431 1,860,053 (326,804) 143,581 2,451,576
Transfer to Arrow
Electronics, Inc.
Savings Plan (1,251,188) (915,734) (1,767,425) (3,761,368) (7,146,088) (1,431,921) (2,493,798) (18,767,522)
---------- --------- ---------- ---------- ----------- ----------- ----------- ------------
Decrease in net
assets (810,910) (722,015) (1,811,127) (2,391,096) (3,841,924) (1,188,508) (2,241,523) (13,007,103)
---------- --------- ---------- ---------- ----------- ----------- ----------- ------------
Net assets available
for plan benefits
at October 2, 1995
(liquidation basis) $ - $ - $ - $ - $ - $ - $ - $ -
========== ========= ========== ========== =========== ============ =========== ============
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
Page 10 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION
For the period January 1, 1995 through October 2, 1995 and year ended December
31, 1994
<TABLE>
<CAPTION>
Subtotal Anthem Arrow Employer
Fidelity Stock Stock Participant Contribution
Funds Fund Fund Loans Receivable Total
----------- ---------- -------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at December 31, 1993 $12,201,214 $1,426,335 - $ 195,916 - $13,823,465
----------- ---------- -------- ---------- ---------- -----------
Employer's contribution 524,940 63,037 $ 180,980 768,957
Participants' contributions/rollover 2,313,385 250,286 $29,760 2,593,431
Withdrawals/distributions (1,426,395) (133,934) (9,125) (66,869) (1,636,323)
Dividends and interest 778,313 990 86 779,389
-
Net appreciation (depreciation) in
fair value of investments (707,782) 275,047 30,802 (401,933)
Net loan activities (95,633) (27,325) (2,283) 125,241 -
Transfers in/out (580,939) (1,854,436) 2,435,375 - -
---------- ----------- --------- --------- ---------- -----------
Increase (decrease) in net assets 805,889 (1,426,335) 2,484,615 58,372 180,980 2,103,521
---------- ----------- --------- --------- ---------- -----------
Net assets available
for plan benefits
at December 31, 1994
(ongoing basis) 13,007,103 2,484,615 254,288 180,980 15,926,986
----------- ----------- --------- --------- ---------- -----------
Employer's contribution 693,319 68,820 (180,980) 581,159
Participants' contributions/
rollover 1,426,111 163,057 1,589,168
Withdrawals/distributions (1,906,451) (235,636) (1,910) (2,143,997)
Dividends and interest 343,089 1,307 10,391 354,787
Net appreciation in fair value
of investments 2,804,034 1,009,289 3,813,323
Net loan activities (51,259) 406 50,853 -
Transfers in/out 2,451,576 (2,441,185) (10,391) -
Transfer to Arrow Electronics, Inc.
Savings Plan (18,767,522) (1,050,673) (303,231) (20,121,426)
------------ ---------- ----------- --------- --------- ------------
Decrease in net assets (13,007,103) - (2,484,615) (254,288) (180,980) (15,926,986)
------------ ---------- ----------- --------- --------- ------------
Net assets available for
plan benefits
at October 2, 1995
(liquidation basis) $ - $ - $ - $ - $ - $ -
============ ========== =========== ========= ======== ===========
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
Page 11 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS IN LIQUIDATION
October 2, 1995 and December 31, 1994
Note 1 - The Plan and its significant accounting policies:
The following description of the Anthem Electronics, Inc. (the Company or
Anthem) Salary Savings Plan (the Plan) provides only general information.
Participants shouldrefer to the Plan agreement for a more complete description
of the Plan's provisions.
The Plan was a defined contribution plan which was established in 1986 by
the Company to provide benefits to eligible employees. The Plan covered all
full-time employees of the Company who had a minimum of six months of service
and were age 21 or older.
During 1994, Anthem merged with Arrow Electronics, Inc. (Arrow). All
Anthem stock was exchanged for Arrow stock (see Note 4) 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).
In connection with the merger of Anthem and Arrow, the Board of Directors
of Arrow approved the merger of the Anthem Electronics, Inc. Salary Savings
Plan with the Arrow Electronics Savings Plan effective September 1, 1995. The
transfer of Plan assets was completed by October 2, 1995. Accordingly, the
financial statements of the Plan for the period January 1, 1995 through
October 2, 1995 have been accounted for on the liquidation basis.
The Plan administrator believes that the Plan was designed and was 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 appointed an Administrative Committee (the Committee) to
control the operation and administration of the Plan. A third-party
administrator, appointed by the Committee, processed and maintained the
records of participant data. The Company contracted with Fidelity Management
Trust Company (Fidelity) to act as the trustee. Substantially all expenses
incurred for administering the Plan were paid by the Company.
Page 12 of 17
<PAGE>
Investments -
Investments of the Plan were held by Fidelity and invested in Fidelity
mutual funds, guaranteed investment contracts, and money market accounts as well
as Arrow common stock (see Note 4) based solely upon instructions received from
participants. Plan assets were 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.
Vesting -
Participants were immediately vested in their salary deferral and rollover
contributions and related earnings. A participant was fully vested in the
employer's matching contribution allocated to their account after five years of
credited service. Upon merger of the Plan, participants became fully vested in
the employer s matching contributions allocated to their account.
Income taxes -
The Plan applied for and received a favorable determination letter dated
March 13, 1995. The Plan administrator believes the Plan qualified under the
applicable requirements of the Internal Revenue Code and related state statutes,
and was exempt from federal income and state franchise taxes.
Risks and uncertainties -
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affected the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Note 2 - Participation and benefits:
Employee contributions -
Participants could 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 elected to have the Company
contribute a portion of their compensation to the Plan agreed to accept an
equivalent reduction in taxable compensation. Contributions withheld were
invested in accordance with the participant's direction and were allocated
in 1% increments.
Participants were also allowed to make rollover contributions of amounts
received from other qualified employer-sponsored retirement plans. Such
contributions were deposited in the appropriate investment funds in accordance
with the participant s direction and the Plan s provisions.
Page 13 of 17
Employer contributions -
The Company was allowed to make matching contributions as defined in the
Plan and as approved by the Board of Directors. The Company matched 50% of
each participant s contribution up to a maximum of 6% of the participant's
compensation. Matching contributions were reduced by the amount of forfeitures
for the period.
Participant accounts -
Each participant's account was credited with the participant's contrib-
ution, Plan earnings and an allocation of the Company's contribution, if any.
Allocations of the Company contributions were based on participant contributions
r account balances, as defined in the Plan.
Payment of benefits -
Upon termination, the participant or beneficiary would receive the benefits
in a lump-sum amount equal to the value of the participant's vested interest in
his or her account, or by monthly installments over a specified period.
Loans to participants -
The Plan allowed participants to borrow not less than $1,000 and up to the
lesser of $50,000 or 50% of their vested account balance. The loans were
secured by the participant's vested balance. Interest on loans was at the
available market financing rates and was to be repaid to the Plan within a
five year period, unless the loan was used for the purchase of a residence
in which case the maximum repayment period was 15 years. The specific terms
and conditions of such loans were established by the Plan administrator.
Page 14 of 17
<PAGE>
Note 3 - Investments:
The following table includes the contract or fair values of investments and
investment funds that represented 5% or more of the Plan's net assets at:
October 2, December 31,
1995 1994
---------- ------------
Money Market Fund $ 810,910
Intermediate Bond Fund 722,015
Puritan Fund 1,811,127
Equity Income Fund 2,391,096
Magellan Fund 3,841,924
Growth Company Fund 1,188,508
Managed Income Fund 2,241,523
Anthem Stock Fund -
Arrow Stock Fund 2,484,615
Participant Loans 254,288
---------- -----------
Total investments at contract
or fair value $ - $15,746,006
========== ===========
Note 4 - Party in interest transactions:
As allowed by the Plan, participants could 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 Arrow Electronics,
Inc. at December 31, 1994 was as follows:
Date Number of shares Fair value Cost
------- ---------------- ---------- ----------
1994 69,258 $2,484,615 $2,453,261
Page 15 of 17
<PAGE>
ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
FORM 5500
SUPPLEMENTAL SCHEDULE
OCTOBER 2, 1995
Page 16 of 17
<PAGE>
<TABLE>
<CAPTION> ANTHEM ELECTRONICS, INC.
SALARY SAVINGS PLAN
E.I.N.: 95-2550381
Plan #: 1
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the period January 1, 1995 through October 2, 1995
--------------------------------------------------------------------
(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>
Fidelity Management Trust Company:
Money Market Fund Money Market Fund $732,898 $ 732,898 $ 732,898 $ -
Money Market Fund Money Market Fund $1,543,808 1,543,808 1,543,808 -
Intermediate Bond Fund Mutual Fund 321,722 321,722 321,722 -
Intermediate Bond Fund Mutual Fund 1,074,452 1,078,800 1,074,452 (4,348)
Puritan Fund Mutual Fund 865,273 865,273 865,273 -
Puritan Fund Mutual Fund 2,931,668 2,716,611 2,931,668 215,057
Equity Income Fund Mutual Fund 1,341,709 1,341,709 1,341,709 -
Equity Income Fund Mutual Fund 4,270,608 3,566,436 4,270,608 704,172
Magellan Fund Mutual Fund 2,864,112 2,864,112 2,864,112 -
Magellan Fund Mutual Fund 8,182,960 6,699,607 8,182,960 1,483,353
Growth Company Fund Mutual Fund 618,135 618,135 618,135 -
Growth Company Fund Mutual Fund 2,309,967 1,790,834 2,309,967 519,133
Managed Income Fund Mutual Fund 992,308 992,308 992,308 -
Managed Income Fund Mutual Fund 3,233,831 3,233,831 3,233,831 -
* Arrow Stock Employer Securities 279,927 279,927 279,927 -
* Arrow Stock Employer Securities 3,773,830 2,733,188 3,773,830 1,040,642
* Parties-in-interest
</TABLE>
Page 17 of 17
