<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</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
EXECUTIVE VICE PRESIDENT
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)
------------------------
WITH A COPY TO:
<TABLE>
<S> <C>
HOWARD S. KELBERG, ESQ FRANCIS J. MORISON, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY LLP DAVIS POLK & WARDWELL
ONE CHASE MANHATTAN PLAZA 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10017
(212) 530-5000 (212) 450-4000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-52695
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
- ------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.................... $20,000,000 $20,000,000 $5,560
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933 by Arrow
Electronics, Inc. This registration statement relates to the public offering of
Arrow's debt securities contemplated by the Registration Statement (No.
333-52695) on Form S-3 (the "Prior Registration Statement"). This registration
statement is being filed for the sole purpose of increasing the amount of debt
securities to be sold by $20,000,000. The contents of the Prior Registration
Statement are hereby incorporated by reference.
<PAGE> 3
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
4.1 Form of Floating Rate Note
5.1 Opinion and consent of Milbank, Tweed, Hadley & McCloy LLP
as to the legality of the securities and consent registered
hereby
23.1 Consent of Ernst & Young LLP
25.1 T-1 Statement of Eligibility
</TABLE>
II-1
<PAGE> 4
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 Melville, New York, on November 19, 1999.
ARROW ELECTRONICS, INC.
By: /s/ ROBERT E. KLATELL
------------------------------------
Name: Robert E. Klatell
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman, Chief Executive November , 1999
- --------------------------------------------------- Officer and Director
Stephen P. Kaufman
/s/ FRANCIS M. SCRICCO President, Chief Operating November , 1999
- --------------------------------------------------- Officer and Director
Francis M. Scricco
/s/ ROBERT E. KLATELL Executive Vice President, November , 1999
- --------------------------------------------------- Secretary and Director
Robert E. Klatell
/s/ SAM R. LENO Senior Vice President and November , 1999
- --------------------------------------------------- Chief Financial Officer
Sam R. Leno
* Director November , 1999
- ---------------------------------------------------
Daniel W. Duval
* Director November , 1999
- ---------------------------------------------------
Carlo Giersch
Director November , 1999
- ---------------------------------------------------
John N. Hanson
* Director November , 1999
- ---------------------------------------------------
Roger King
* Director November , 1999
- ---------------------------------------------------
Karen Gordon Mills
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director November , 1999
- ---------------------------------------------------
Barry W. Perry
* Director November , 1999
- ---------------------------------------------------
Richard S. Rosenbloom
* Director November , 1999
- ---------------------------------------------------
Robert S. Throop
* Director November , 1999
- ---------------------------------------------------
John C. Waddell
*By: /s/ ROBERT E. KLATELL
---------------------------------------------
Robert E. Klatell
Attorney-in-fact
</TABLE>
II-3
<PAGE> 1
EXHIBIT 4.1
CUSIP: _____________
No. ____ $__________
Unless and until it is exchanged in whole or in part for Notes in definitive
registered form, this Note may not be transferred except as whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
ARROW ELECTRONICS, INC.
Floating Rate Note due _____
ARROW ELECTRONICS, INC., a New York corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co., or
registered assigns, at the office or agency of the Company in New York, New
York, the principal sum of ___________ Dollars on __________ (the "Maturity
Date"), in the coin or currency of the United States, and to pay interest
quarterly in arrears on ______, ______, and _______ (each an "Interest Payment
Date") commencing with the first Interest Payment Date next succeeding
____________ (the "Original Issue Date"), and on the Maturity Date, on said
principal sum at said office or agency, in like coin or currency, at the
floating rate per annum determined in accordance with the provisions below (the
"Interest Rate"), until the principal hereof is paid or duly provided for.
Interest on this Note will be computed on the basis of a 360 day year for the
actual number of days elapsed. If any Interest Payment Date other than the
Maturity Date falls on a day that is not a Business Day (as defined below) with
respect to this Note the applicable Interest Payment Date shall be the next
succeeding Business Day unless that Business Day is in the next succeeding
calendar month, in which case the Interest Payment Date will be the immediately
preceding Business Day.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the next applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an "Interest
Period"): provided, that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the Security Register or by wire transfer as provided in
the Indenture. The amount of accrued interest payable for any Interest Period,
shall be calculated by multiplying
<PAGE> 2
the face amount of this Note by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor calculated for each
day from the Original Issue Date, or from the last date to which interest has
been paid or duly provided for, to the date for which accrued interest is being
calculated. The interest factor is computed by dividing the Interest Rate
applicable to such day by 360.
If the Maturity Date of this Note falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest shall be made on
the next succeeding Business Day, as if made on the date such payment was due,
and no interest on such payment shall accrue on such payment for the period from
and after the Maturity Date to the date of such payment on the next succeeding
Business Day.
If the Company shall default in the payment of interest due on such
Interest Payment Date, then this Note shall bear interest from the next
preceding Interest Payment Date, to which interest has been paid on duly
provided for or, if no interest has been paid or duly provided for on this Note,
from the Original Issue Date. The interest so payable on any Interest Payment
Date will, subject to certain exceptions provided in the Indenture referred to
on the reverse hereof, be paid to the person in whose name this Note is
registered at the close of business on the fifteenth calendar day, as the case
may be, immediately preceding such Interest Payment Date, whether or not such
day is a Business Day; provided, however, that the interest payable on the
Maturity Date shall be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York, State of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close; provided, that the day is also a London Business Day. "London Business
Day" means any day on which dealings in United States dollars are transacted in
the London interbank market.
The Interest Rate on this Note shall be calculated by an agent
appointed by the Company for the purpose (the "Calculation Agent") and shall be
equal to LIBOR (as defined below) [plus/minus] ___%; provided, however, that the
Interest Rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date (as defined below) shall be ___% (the "Initial
Interest Rate"). The Interest Rate shall be reset on each Interest Payment Date,
each of which is also referred to as "Interest Reset Date", commencing ________,
____ (the "Initial Interest Reset Date"). The second London Business Day
preceding an Interest Reset Date will be the "Interest Determination Date" for
that Interest Reset Date. The Interest Rate in effect on each day that is not an
Interest Reset
2
<PAGE> 3
Date shall be the Interest Rate determined as of the Interest Determination Date
pertaining to the immediately preceding Interest Reset Date and the Interest
Rate in effect on any day that is an Interest Reset Date shall be the Interest
Rate determined as of the Interest Determination Date pertaining to such
Interest Reset Date; provided, however, that the interest rate in effect for the
period from the Original Issue Date to the first Interest Reset Date shall be
the Initial Interest Rate.
"LIBOR" shall be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the
rate for deposits in United States dollars for a three-month period commencing
on the first day of the applicable Interest Period that appears on Telerate Page
3750 as of 11:00 A.M., London time, on that Interest Determination Date. If
Telerate page 3750 does not include such a rate or is unavailable on an Interest
Determination Date, LIBOR with respect to that Interest Determination Date shall
be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date as to which no rate
appears on Telerate Page 3750, as specified in (i) above, or is unavailable, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in United States dollars for a three-month period commencing on the
first day of the applicable Interest Period, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on that Interest
Determination Date and in a principal amount that is representative for a single
transaction in that market at that time. If at least two quotations are
provided, then LIBOR on that Interest Determination Date will be the arithmetic
mean of those quotations. If fewer than two quotations are provided, then LIBOR
on the Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in the City of New York, on the Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent for loans in United States dollars to leading European banks,
having a three-month maturity and in a principal amount that is representative
for a single transaction in that market at that time; provided, however, that if
the banks selected by the Calculation Agent are not providing quotations in the
manner described in this sentence, LIBOR determined as of that Interest
Determination Date shall be LIBOR in effect on the immediately preceding
Interest Determination Date.
"Telerate Page 3750" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.
3
<PAGE> 4
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.
4
<PAGE> 5
IN WITNESS WHEREOF, ARROW ELECTRONICS, INC., has caused this instrument
to be signed manually or by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.
Date: ____________________, 1999
(SEAL) ARROW ELECTRONICS, INC.
By _________________________________
By _________________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: _________________, 1999
HARRIS TRUST COMPANY OF NEW
YORK, as Trustee
By ________________________________
Authorized Signatory
5
<PAGE> 6
REVERSE OF NOTE
ARROW ELECTRONICS, INC.
Floating Rate Note due _______
This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of January 15, 1997 (herein called
the "Indenture"), duly executed and delivered by the Company to Harris Trust
Company of New York, formerly known as Bank of Montreal Trust Company (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may
be subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the Floating Rate Notes due _____ of the Company, limited in
aggregate principal amount to $______.
Interest will be computed on the basis of a 360-day year for the actual
number of days elapsed. The Company shall pay interest on overdue principal but
shall not pay interest on overdue installments of interest. If a payment date is
not a Business Day as defined in the Indenture at a place of payment, payment
may be made at that place on the next succeeding day that is a Business Day
unless that Business Day is in the next succeeding calendar month, in which case
the interest payment date will be the immediately preceding Business Day, and no
interest shall accrue for the intervening period.
In case an Event of Default with respect to the Floating Rate Notes due
______ shall have occurred and be continuing, the Principal hereof and the
interest accrued hereon, if any, may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions that provide that, without prior
notice to any Holders, the Company and the Trustee may amend the Indenture and
the Securities of any series with the written consent of the Holders or a
majority in
6
<PAGE> 7
aggregate principal amount of the outstanding Securities of all series affected
by such supplemental indenture (all such series voting as one class), and the
Holders of a majority in aggregate principal amount of the outstanding
Securities of all series affected thereby (all such series voting as one class)
by written notice to the Trustee may waive future compliance by the Company with
any provision of the Indenture or the Securities of such series provided that,
without the consent of each Holder of the Securities of each series affected
thereby an amendment or waiver, including a waiver of past defaults, may not:
(i) extend the stated maturity of the Principal of, or any sinking fund
obligation or any installment of interest on such Holder's Security, or reduce
the principal amount thereof or the rate of interest thereon (including any
amount in respect of original issue discount), or any premium payable with
respect thereto, or adversely affect the rights of such Holder under any
mandatory redemption or repurchase provision or any right of redemption or
repurchase at the option of such Holder, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity or the amount thereof provable in bankruptcy, or
change any place of payment where, or the currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the due date therefor;
(ii) reduce the percentage in principal amount of outstanding Securities of the
relevant series the consent of whose Holders is required for any such
supplemental indenture or for any waiver of compliance with certain provision of
the Indenture or certain Defaults and their consequences proved for in the
Indenture; (iii) waive a Default in the payment of Principal of or interest on
any Security of such Holder; or (iv) modify any of the provisions of the
Indenture governing supplemental indentures with the consent of Securityholders,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Security affected thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of Principal of or interest on any Security or in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each outstanding security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series arising therefrom shall be deemed
to have been cured, for every purpose of the Indenture: but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.
7
<PAGE> 8
The Indenture provides that a series of Securities may include one or
more tranches (each, a "tranche") of Securities, including Securities issued in
a Periodic Offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to Section 2.3 of the Indenture establishing
such series or tranche.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Principal of and interest on this Note in
the manner, at the place, at the respective times, at the rate and in the coin
and currency herein prescribed.
The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 and any multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but,
without the payment of any service charge, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.
[Insert applicable redemption provisions, if any]
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
8
<PAGE> 9
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the Principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past,
present, or future, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.
9
<PAGE> 10
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
the within Note and all right thereunder, hereby
- --------------------------------------------------------------------------------
irrevocably constituting and appointing such person attorney
- --------------------------------------------------------------------------------
to transfer such Note on the books of the Issuer, with full
- --------------------------------------------------------------------------------
power of substitution in the premises.
Dated:
--------------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
10
<PAGE> 1
EXHIBIT 5.1
[MTHM Letterhead]
November 19, 1999
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747
Ladies and Gentlemen:
We have acted as counsel for Arrow Electronics, Inc., a New York
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") with respect to $20,000,000 aggregate principal
amount of the Company's debt securities (the "Securities") for issuance from
time to time pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act"). The Securities will be issued pursuant to an indenture
to be entered into between the Company and Harris Trust Company of New York
(formerly known as Bank of Montreal Trust Company), as trustee (the
"Indenture").
In rendering the opinions expressed below, we have examined the
Indenture and such records of the Company and such other documents as we have
deemed necessary as a basis for the opinions expressed below. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with authentic
original documents of all documents submitted to us as copies. When relevant
facts were not independently established, we have relied upon certificates of
governmental officials and appropriate representatives of the Company.
In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to Company)
(i) such documents have been duly authorized by, have been duly executed and
delivered by, and constitute legal, valid, binding and enforceable obligations
of, all of the parties to such documents; (ii) all
<PAGE> 2
signatories to such documents have been duly authorized; and (iii) all of the
parties to such documents are duly organized and validly existing and have the
power and authority (corporate, partnership or other) to execute, deliver and
perform such documents.
Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Securities when issued in
accordance with the terms of the Indenture will constitute legal, valid and
binding obligation of the Company enforceable against it in accordance with
their terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or transfer or other similar laws relating to
or affecting the rights of creditors generally and except as the enforceability
thereof is subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law),
including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing.
The foregoing opinion is limited to matters involving the Federal law
of the United States of America and the law of the State of New York, and we do
not express any opinion as to the laws of any other jurisdiction.
This opinion letter is provided to you by us in our capacity as your
counsel and may not be relied upon by any other person or for any purpose other
than in connection with the transactions contemplated by the Registration
Statement without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in the related prospectus supplement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Milbank, Tweed,
Hadley & McCloy LLP
<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 Supplement of Arrow
Electronics, Inc. for the registration of $120,000,000 of floating rate notes
and to the incorporation by reference therein of our report dated February 17,
1999, with respect to the consolidated financial statements and schedule of
Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, as filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
November 19, 1999
<PAGE> 1
Exhibit 25.1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)___
HARRIS TRUST COMPANY OF NEW YORK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-4941093
(STATE OF INCORPORATION OR ORGANIZATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
WALL STREET PLAZA, 88 PINE STREET, 19TH FLOOR
NEW YORK, NEW YORK 10005
(ADDRESS OF TRUSTEE'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Mark F. McLaughlin
Harris Trust Company of New York
Wall Street Plaza, 88 Pine Street, 19th Floor
New York, NY 10005
(212) 701-7602
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------------------
ARROW ELECTRONICS
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
New York 11-1806155
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
25 Hub Drive
Melville, NY 11747-3509
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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FLOATING RATE NOTES DUE NOVEMBER 24, 2000
(Title of Securities)
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2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York
33 Liberty Street, New York N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Arrow Electronics and Harris Trust Company of New York Trustee
Indenture dated as of January 15, 1997, $250,000,000 principal
amount Arrow Electronics 6.45% Senior Debentures due
11/1/2003.
Arrow Electronics and Harris Trust Company of New York Trustee
Indenture dated as of January 15, 1997, $200,000,000 principal
amount Arrow Electronics 6 7/8% Senior Debentures due
6/1/2028.
Arrow Electronics and Harris Trust Company of New York Trustee
Indenture dated as of January 15, 1997, $200,000,000 principal
amount Arrow Electronics 7 1/2% Senior Debentures due
1/15/2027.
Arrow Electronics and Harris Trust Company of New York Trustee
Indenture dated as of January 15, 1997, $200,000,000 principal
amount Arrow Electronics 7% Senior Debentures due 1/15/2007.
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310 (b) (1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
The indenture to be qualified and the indenture(s) referred to
in paragraph A above are wholly unsecured and rank pari passu.
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ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
A. Copy of Organization Certificate of Harris Trust Company of
New York to transact business and exercise corporate trust
powers; attached hereto as Exhibit "A"
B. Copy of the existing By-Laws of Harris Trust Company of New
York; incorporated herein by reference as Exhibit "B" filed
with Form T-1 Statement, Registration No. 33-46118
C. The consent of the Trustee required by Section 321(b) of the
Act; incorporated herein by reference as Exhibit "C" with Form
T-1 Statement, Registration No. 33-46118
D. A copy of the latest report of condition of Harris Trust
Company of New York published pursuant to law or the
requirements of its supervising or examining authority,
attached hereto as Exhibit "D"
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Harris Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 19th day
of November, 1999.
HARRIS TRUST COMPANY OF NEW YORK
By: /s/ Amy Roberts
______________________
Amy Roberts
Vice President
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EXHIBIT "A", PAGE 1
STATE OF NEW YORK,
BANKING DEPARTMENT
WHEREAS on July 1, 1999 BANK OF MONTREAL TRUST COMPANY merged into itself HARRIS
TRUST COMPANY OF NEW YORK,
WHEREAS BANK OF MONTREAL TRUST COMPANY submitted a Certificate of Amendment to
the Organization Certificate to authorize the amendment of the Certificate of
Organization to change its name to HARRIS TRUST COMPANY OF NEW YORK.
WHEREAS, there appears to be no reasonable objection to such change of name:
NOW, THEREFORE, I, ROBERT H. McCORMICK, Deputy Superintendent of Banks of the
State of New York, DO HEREBY CONSENT TO AND APPROVE OF the aforementioned change
of name to be effective July 1, 1999.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 30th day of September in the Year of our Lord one thousand nine
hundred and ninety-nine.
[SEAL]
/s/ Robert H. McCormick
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Robert H. McCormick
Deputy Superintendent of Banks
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Exhibit "A", Page 2
STATE OF NEW YORK
BANKING DEPARTMENT
I, ROBERT H. McCORMICK, Deputy Superintendent of Banks of the State of New York,
DO HEREBY APPROVE, pursuant to the provisions of Section 601-b of the New York
Banking Law, an AGREEMENT AND PLAN OF MERGER, dated as of March 18, 1999,
providing for the merger of the HARRIS TRUST COMPANY OF NEW YORK, New York, New
York, with and into the BANK OF MONTREAL TRUST COMPANY, New York, New York,
under the name, BANK OF MONTREAL TRUST COMPANY, said merger to become effective
upon the filing of the AGREEMENT AND PLAN OF MERGER in the office of the
Superintendent of Banks.
WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 19th day of May in the Year of our Lord
---- ---
one thousand nine hundred and ninety-nine.
/s/ Robert H. McCormick
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Deputy Superintendent of Banks
[SEAL]
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EXHIBIT "D"
STATEMENT OF CONDITION
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C>
ASSETS
Due From Banks $ 677,400
Investment Securities:
State & Municipal 16,513,582
Other 100
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TOTAL SECURITIES 16,513,682
Loans and Advances
Federal Funds Sold 20,900,000
Overdrafts 12,169
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TOTAL LOANS AND ADVANCES 20,912,169
Investment in Harris Trust, NY 8,725,608
Premises and Equipment 475,614
Other Assets 2,636,845
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11,838,067
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TOTAL ASSETS $49,941,318
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LIABILITIES
Trust Deposits $ 8,191,549
Other Liabilities 16,944,443
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TOTAL LIABILITIES 25,135,992
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid -- 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 19,605,350
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Equity -- Municipal Gain/Loss (22,212)
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TOTAL CAPITAL ACCOUNTS 24,805,326
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TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $49,941,318
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</TABLE>
I, Mark F. McLaughlin, Vice President, of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
Mark F. McLaughlin
June 30, 1998
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declared that it has been examined
by us, and to the best of our knowledge and belief has been prepared in
conformance with the instructions and is true and correct.
Sanjiv Tandon
Kevin O. Healy
Steven R. Rothbloom
