<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
ARROW ELECTRONICS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
[PRELIMINARY COPIES]
ARROW ELECTRONICS, INC.
25 HUB DRIVE
MELVILLE, NEW YORK 11747
[Arrow Logo to Come]
STEPHEN P. KAUFMAN
CHAIRMAN OF THE BOARD
August , 2000
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Arrow Electronics, Inc., which will be held on Thursday, October 12, 2000 at
11:00 a.m., at the company's offices at 25 Hub Drive, Melville, New York. The
formal Notice of Special Meeting and Proxy Statement, fully describing the
matters to be acted upon at the meeting, appear on the following pages.
The only matter scheduled to be considered at the meeting is a proposal to
amend the company's Certificate of Incorporation to increase the number of
authorized shares of common stock.
The Board of Directors recommends the approval of the proposal being
presented at the Special Meeting of Shareholders as being in the best interest
of Arrow. We urge you to read the Proxy Statement and give the proposals your
careful attention before completing the enclosed proxy card.
Your vote is important regardless of the number of shares you own. Please
be sure you are represented at the meeting, whether or not you plan to attend,
by signing, dating and mailing the proxy card promptly. A postage-paid return
envelope is enclosed for your convenience. You may also vote your shares by
touch-tone telephone from the U.S. and Canada by using the toll-free telephone
number on your proxy card.
Sincerely yours,
/s/ Stephen P. Kaufman
Stephen P. Kaufman
Chairman of the Board
<PAGE> 3
[PRELIMINARY COPIES]
ARROW ELECTRONICS, INC.
25 HUB DRIVE
MELVILLE, NEW YORK 11747
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
------------------------
TO BE HELD OCTOBER 12, 2000
August , 2000
To the Shareholders of
Arrow Electronics, Inc.:
A Special Meeting of Shareholders of Arrow Electronics, Inc., a New York
corporation ("Arrow"), is being called by the Board of Directors of the company
and will be held at the company's offices at 25 Hub Drive, Melville, New York,
on October 12, 2000 at 11:00 a.m., prevailing local time, for the following
purposes:
1. To consider and act upon a proposal to amend the Certificate of
Incorporation of Arrow to increase the number of authorized shares of
common stock from 120,000,000 shares to 160,000,000 shares.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only shareholders of record at the close of business on August 31, 2000 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
By Order of the Board of Directors,
Robert E. Klatell
Secretary
IMPORTANT
Please complete, sign, and date the enclosed proxy and return it promptly
in the enclosed return envelope which has been provided for your convenience or
vote your shares by touch-tone telephone, whether or not you plan to attend the
meeting. Your prompt response will assure a quorum and reduce solicitation
expense.
<PAGE> 4
[PRELIMINARY COPIES]
ARROW ELECTRONICS, INC.
25 HUB DRIVE
MELVILLE, NEW YORK 11747
------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 2000
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement, mailed to shareholders on August , 2000, is
furnished in connection with the solicitation by the Board of Directors of Arrow
Electronics, Inc., a New York corporation ("Arrow"), of proxies to be voted at
the Special Meeting of Shareholders to be held in Melville, New York, on October
12, 2000, and any adjournments thereof, for the purposes set forth in the
accompanying notice. Each proxy will be voted with respect to all shares
represented by it in accordance with the directions specified thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no directions are specified will be voted in favor of the
actions described by the proxy. Any proxy may be revoked at any time prior to
exercise by written notice to the Secretary of Arrow by the person giving the
proxy.
The cost of soliciting proxies will be borne by Arrow. Solicitation of
proxies is being made by Arrow through the mail, in person, and by telephone. In
addition to regular employees of Arrow who may engage in such solicitation, but
who will not be specifically compensated for such services, Arrow has retained
D.F. King & Co., Inc. to assist in soliciting proxies at an anticipated cost of
$8,500 plus expenses. Arrow will also request brokers and other nominees to
forward soliciting materials to the beneficial owners of the stock held of
record by such persons and will reimburse such persons for their expenses in
forwarding such materials.
Only shareholders of record of Arrow's common stock at the close of
business on August 31, 2000 are entitled to notice of and to vote at the meeting
or any adjournments thereof. On August 31, 2000, Arrow had outstanding
shares of common stock.
<PAGE> 5
PROPOSED AMENDMENT TO ARROW'S
CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED SHARES OF COMMON STOCK
TO 160,000,000
On August 21, 2000, Arrow's Board of Directors adopted resolutions
amending, subject to shareholder approval at the special meeting, Article THIRD
of the Certificate of Incorporation to increase the authorized number of shares
of common stock. A copy of the amendment is attached to this proxy statement as
Annex A.
Of the 120,000,000 currently authorized shares of common stock, as of
August 31, 2000, shares of common stock were outstanding and
shares of common stock were required to be reserved for issuance
relating to outstanding options and restricted stock awards and options
available for grant. The proposed amendment to the Certificate of Incorporation
would increase the number of authorized shares of common stock to 160,000,000.
The affirmative vote of the holders of a majority of the outstanding shares
of the common stock of Arrow is sufficient for the adoption of the proposal to
approve the amendment to the Certificate of Incorporation increasing the number
of authorized shares of common stock. Consequently, any shares not voted
(whether by abstention or broker non-votes) have the same effect as votes
against the proposed amendment to the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THIS PROPOSAL.
REASONS FOR THE PROPOSED AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
The reason for the proposed increase in the number of authorized shares of
common stock is to make such additional shares available for future issuance as
share dividends and stock splits, for acquisitions of property or stock of other
corporations, for cash, as restricted stock awards, upon exercise of stock
options, and for other purposes, as occasion may arise. The Board of Directors
believes it is desirable that Arrow have such additional shares available for
situations in which their issuance may be suitable without the delay which would
result from holding a meeting of shareholders to authorize the issuance of
additional shares.
On August 7, 2000, a consortium consisting of Arrow, Schroder Ventures and
Avnet, Inc. entered into a share purchase agreement to purchase the VEBA
Electronics Group from the Germany-based energy company, E.ON AG, for
approximately $2.35 billion in cash, including the assumption of debt.
Under the terms of the share purchase agreement, Arrow will acquire Wyle
Systems, Wyle Components, and ATLAS Services North America, collectively
referred to as the "Wyle Businesses," for approximately $840 million, including
the assumption of debt, subject to closing adjustments. The Wyle Businesses,
based in Irvine, California, have approximately 1,900 employees and had sales of
approximately $2 billion in 1999.
Wyle Components, which specializes in semiconductor distribution, will
complement Arrow's existing core components distribution business in North
America. Arrow believes that Wyle Systems, which specializes in the distribution
of computer products, will complement Arrow's computer
2
<PAGE> 6
distribution businesses in North America and strengthen Arrow's distribution
business in the western and southwestern United States. Arrow also believes that
the integration of the Wyle Businesses with Arrow will produce sizeable
synergies and the transaction will be accretive to earnings in the first year
following the combination.
Arrow intends to offer for sale, in one or more transactions, a portion of
the additionally authorized common stock and potentially other securities
convertible into common stock to refinance part of the indebtedness incurred to
purchase the Wyle Businesses. Arrow has not determined the terms of the offer of
such common stock. If the proposed amendment is adopted, the additional shares
of common stock may be issued by the Board of Directors without further action
by the shareholders, except as may be required by law or pursuant to Arrow's
listing agreement with the New York Stock Exchange.
The additional authorized shares of common stock would have the same rights
and privileges as the shares of common stock presently authorized and/or
outstanding. The issuance of additional shares of common stock other than on a
pro-rata basis to all holders of such stock would reduce the proportionate
interest of such shareholders.
The authorized but unissued shares of common stock also could be used by
incumbent management to make more difficult, and thereby discourage, an attempt
to acquire control of Arrow. For example, the shares could be privately placed
with purchasers who might support the Board of Directors in opposing a hostile
takeover bid. The issuance of the new shares also could be used to dilute the
stock ownership and voting power of a third party seeking to remove directors,
replace incumbent directors, accomplish certain business combinations or alter,
amend or repeal provisions of our Certificate of Incorporation. To the extent
that it impedes any such attempts, the issuance of shares of common stock
following the amendment may serve to perpetuate existing management.
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<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to:(a) the
only shareholders known to management to own beneficially more than 5% of the
outstanding common stock of Arrow as of August 31, 2000; (b) each of Arrow's
directors; (c) each of the executive officers of Arrow; and (d) all of Arrow's
directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF
COMMON PERCENTAGE OF
STOCK OWNED OUTSTANDING
BENEFICIALLY AS OF COMMON
NAME AUGUST 31, 2000 STOCK
---- ------------------ -------------
<S> <C> <C>
Sanford C. Bernstein & Co., Inc. 13,886,400(2) %
767 Fifth Avenue
New York, New York 10153
Wellington Management Company, LLP 8,268,200(3) %
75 State Street
Boston, Massachusetts 02109
Vanguard Windsor Funds -- Vanguard Windsor Fund 8,147,200(4) %
Post Office Box 2600
Valley Forge, Pennsylvania 19482
The Prudential Insurance Company of America 4,913,746(5) %
751 Broad Street
Newark, New Jersey 07102
Daniel W. Duval 33,319(6) %
Director
Carlo Giersch 294,400(7) %
Director
John N. Hanson 29,826(6) %
Director
Stephen P. Kaufman (8) %
Chairman of the Board
Roger King 31,119(6) %
Director
Robert E. Klatell (9) %
Director, Executive Vice President,
General Counsel and Secretary
Karen Gordon Mills 33,838(6) %
Director
Barry W. Perry 24,044(10) %
Director
Richard S. Rosenbloom 32,300(11) %
Director
Francis M. Scricco 662,305(12) %
Director, President and Chief Executive Officer
</TABLE>
4
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<TABLE>
<CAPTION>
SHARES OF
COMMON PERCENTAGE OF
STOCK OWNED OUTSTANDING
BENEFICIALLY AS OF COMMON
NAME AUGUST 31, 2000 STOCK
---- ------------------ -------------
<S> <C> <C>
John C. Waddell (13) %
Vice Chairman of the Board
All executive officers
and directors (13 persons) (14) %
</TABLE>
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(1) Calculation is based upon shares of common stock outstanding
as of August 31, 2000.
(2) Based upon a Schedule 13G dated February 8, 2000 filed with the Securities
and Exchange Commission and reflects sole dispositive power with respect to
13,886,400 shares, sole voting power with respect to 7,351,270 shares, and
shared voting power with respect to 1,591,049 shares beneficially owned by
Sanford C. Bernstein & Co., Inc., a registered investment adviser.
(3) Based upon a Schedule 13G dated February 9, 2000 filed with the Securities
and Exchange Commission and reflects shared dispositive power with respect
to 8,268,200 shares and shared voting power with respect to 3,000 shares
beneficially owned by Wellington Management Company, LLP, a registered
investment adviser.
(4) Based upon a Schedule 13G dated February 8, 2000 filed with the Securities
and Exchange Commission and reflects sole voting power and shared
dispositive power with respect to the shares beneficially owned by Vanguard
Windsor Funds -- Vanguard Windsor Fund, a registered investment company.
(5) Based upon a Schedule 13G dated January 31, 2000 filed with the Securities
and Exchange Commission and reflects shared voting power and shared
dispositive power with respect to 4,351,996 shares and sole voting power
and sole dispositive power with respect to 561,750 shares beneficially
owned by The Prudential Insurance Company of America, an insurance company
and registered investment adviser.
(6) Includes shares owned individually, options to purchase shares granted
under Arrow's Non-Employee Directors Stock Option Plan, and common stock
units deferred under Arrow's Non-Employee Directors Deferral Plan.
(7) Includes shares owned individually, options to purchase shares granted
under Arrow's Stock Option Plan, and shares awarded under Arrow's
Restricted Stock Plan.
(8) Includes options to purchase shares granted under Arrow's Stock Option
Plan, shares awarded under Arrow's Restricted Stock Plan, and shares held
by Arrow's Stock Ownership Plan.
(9) Includes shares owned individually, options to purchase shares granted
under Arrow's Stock Option Plan, shares awarded under Arrow's Restricted
Stock Plan, and shares held by Arrow's Stock Ownership Plan.
(10) Includes options to purchase shares granted under Arrow's Non-Employee
Directors Stock Option Plan and common stock units deferred under Arrow's
Non-Employee Directors Deferral Plan.
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(11) Includes shares owned individually and options to purchase shares granted
under Arrow's Non-Employee Directors Stock Option Plan.
(12) Includes options to purchase shares granted under Arrow's Stock Option
Plan, shares awarded under Arrow's Restricted Stock Plan, and shares
allocated under Arrow's Stock Ownership Plan.
(13) Includes shares owned individually, options to purchase shares granted
under Arrow's Non-Employee Directors Stock Option Plan, and shares held by
Arrow's Stock Ownership Plan.
(14) Includes shares held by the Arrow Electronics Stock
Ownership Plan, of which Mr. Stephen P. Kaufman, Mr. Robert E. Klatell, and
Mr. John C. Waddell are the trustees, including shares allocated to the
accounts of Messrs. Kaufman, Klatell, and Waddell (pursuant to certain
regulations promulgated by the Securities and Exchange Commission, Messrs.
Kaufman, Klatell, and Waddell may be deemed to have beneficial ownership of
these shares by virtue of their shared power as trustees to vote such
shares); options to purchase 2,576,250 shares granted under Arrow's Stock
Option Plan or under stock option plans of companies acquired by Arrow and
assumed by Arrow as part of the acquisition (of which 1,854,625 options are
currently exercisable), including options to purchase 1,561,250 shares,
527,000 shares, 213,000 shares, 152,500 shares, and 105,000 shares granted
to Mr. Kaufman, Mr. Francis M. Scricco, Mr. Klatell, and respectively (of
which 1,362,500 options, 121,000 options, and 179,250 options,
respectively, are currently exercisable); 431,000 shares awarded under
Arrow's Restricted Stock Plan (of which 281,400 shares have vested and are
not forfeitable), including 97,250 shares, 135,000 shares, 95,450 shares,
38,500 shares, and 41,000 shares awarded to Mr. Kaufman, Mr. Scricco, and
Mr. Klatell, respectively (of which 91,250 shares, 58,000, shares and
76,600 shares, respectively, have vested and are not forfeitable); options
to purchase 170,000 shares granted under Arrow's Non-Employee Directors
Stock Option Plan (of which 75,250 shares are currently exercisable); and
11,346 common stock units deferred under Arrow's Non-Employee Directors
Deferral Plan.
OTHER MATTERS
Management does not expect any matters to come before the meeting other
than those to which reference is made in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that
proxies in the accompanying form will be voted thereon in accordance with the
judgment of the person or persons voting such proxies.
By Order of the Board of Directors,
Robert E. Klatell
Secretary
6
<PAGE> 10
ANNEX A
CERTIFICATE OF AMENDMENT
OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF
ARROW ELECTRONICS, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
* * * * *
I, THE UNDERSIGNED, Robert E. Klatell, being the Secretary of Arrow
Electronics, Inc. hereby certify:
1. The name of the corporation is Arrow Electronics, Inc.
2. The certificate of incorporation of said corporation was filed by the
Department of State on the 20th day of November, 1946.
3. (a) The certificate of incorporation is amended to increase the number
of authorized shares of stock from 122,000,000 shares at $1 par value to
162,000,000 shares at $1 par value. To effect this increase, the
certificate of incorporation is amended to increase the number of
authorized shares of common stock from 120,000,000 to 160,000,000. The
2,000,000 authorized shares of preferred stock will remain the same.
(b) To effect the foregoing, the first paragraph of Article Third
relating to the number of authorized shares of stock is amended to read
as follows:
"THIRD: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred sixty-two million
(162,000,000) shares, consisting of:
(a) two million (2,000,000) shares of Preferred Stock having a par value of
$1 per share (hereinafter referred to as "Preferred Stock"); and
(b) One Hundred Sixty Million (160,000,000) shares of Common Stock having a
par value of $1 per share (hereinafter referred to as "Common Stock")."
4. The amendment hereinabove set forth was authorized by unanimous written
consent of the board of directors dated August 21, 2000, followed by the
vote of the holders of a majority of all the outstanding shares entitled
to vote thereon.
IN WITNESS WHEREOF, I have signed this certificate on the day of
October 2000 and I affirm the statements contained herein as true under
penalties of perjury.
By: /s/ ROBERT E. KLATELL
------------------------------------
Name: Robert E. Klatell
Title: Secretary
A-1
<PAGE> 11
PROXY
[PRELIMINARY COPIES]
ARROW ELECTRONICS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. PROXY FOR THE
SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2000
The undersigned hereby appoints Stephen P. Kaufman, Robert E. Klatell,
and Francis M. Scricco, and any one or more of them, with full power of
substitution, as proxy or proxies of the undersigned to vote all shares of stock
of ARROW ELECTRONICS, INC. which the undersigned would be entitled to vote if
personally present at the Special Meeting of Shareholders to be held on October
12, 2000, at 11:00 a.m., prevailing local time, at the company's offices at 25
Hub Drive, Melville, New York, or any adjournments thereof, as set forth on the
reverse hereof.
PLEASE RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call toll free 1-800-840-1208 on a touchtone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.
OR
2. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
PLEASE VOTE
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<PAGE> 12
Please mark
your votes as
indicated in
this example.
[ x ]
1. Authority to vote FOR the adoption of a proposed amendment to the Certificate
of Incorporation of Arrow Electronics, Inc. to increase the number of authorized
shares of common stock from 120,000,000 to 160,000,000.
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<S> <C> <C>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
2. In accordance with their discretion upon such other matters as may properly
come before the meeting or any adjournments thereof.
THIS PROXY IS BEING SOLICITED BY THE MANAGEMENT AND WILL BE VOTED AS SPECIFIED.
IF NOT OTHERWISE SPECIFIED, IT WILL BE VOTED FOR THE PROPOSAL DESCRIBED IN
ITEM 1 ABOVE AND OTHERWISE IN ACCORDANCE WITH THEIR DISCRETION.
*** IF YOU WISH TO VOTE BY TELEPHONE,
PLEASE READ THE INSTRUCTIONS BELOW ***
DATE ____________________/2000
______________________________
Signature
______________________________
Signature, if Jointly Held
IF ACTING AS ATTORNEY, EXECUTOR,
TRUSTEE OR IN OTHER REPRESENTATIVE
CAPACITY, PLEASE SIGN NAME AND TITLE.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
[PHONE GRAPHIC] VOTE BY TELEPHONE [PHONE GRAPHIC]
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<PAGE> 13
QUICK*** EASY***IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
- You will be asked to enter a Control Number which is located in the box
in the lower right hand corner of this form.
PROPOSAL 1: To vote as the Board of Directors recommends FOR PROPOSAL 1,
press 1; AGAINST, press 9; ABSTAIN, PRESS 0.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.
CALL** TOLL FREE** ON A TOUCHTONE TELEPHONE
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
-18-
