<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
SEPTEMBER 5, 1996
KENT ELECTRONICS CORPORATION
(Exact name of registrant as
specified in its charter)
TEXAS 0-14643 74-1763541
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7433 HARWIN DRIVE
HOUSTON, TEXAS 77036
(Address of principal executive offices)
(713) 780-7770
(Registrant's telephone number,
including area code)
<PAGE>
ITEM 5. OTHER EVENTS
On September 5, 1996, the registrant issued the press release filed as
an exhibit to this current report announcing its expected second quarter
financial results for the fiscal quarter ending September 28, 1996. In
addition, the press release announces certain planned cost reductions and
makes certain forward-looking statements for the third and fourth quarters of
the fiscal year ending March 29, 1997. The attached press release is
incorporated herein by reference.
All forward-looking statements in the press release were made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, and assumptions made by the registrant with respect to such
forward-looking statements are set forth in the press release.
ITEM 7. EXHIBITS
Exhibit 20 Press Release dated September 5, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KENT ELECTRONICS CORPORATION
Dated: September 24, 1996 By: /s/ STEPHEN J. CHAPKO
---------------------------------------
Stephen J. Chapko
Vice President, Teasurer and Secretary
-2-
<PAGE>
[LOGO] KENT
ELECTRONICS
- -----------------------------------------------------------------------------
NEWS RELEASE
- -----------------------------------------------------------------------------
CONTACT: Stephen J. Chapko
Vice President/Treasurer
713-780-7770
Lynn Morgen/Robert P. Jones
Morgen-Walke Associates
212-850-5600
FOR IMMEDIATE RELEASE
KENT ELECTRONICS COMMENTS ON EXPECTED
SECOND QUARTER RESULTS
Houston, Texas, September 5, 1996 -- Kent Electronics Corporation
(NYSE:KNT) said today that it expects its financial results for the fiscal
second quarter ending September 28, 1996 to reflect the continued weakness in
the business environment for electronics manufacturing and distribution.
Specifically, the Company noted that its contract manufacturing operations
were being adversely impacted by the deepening severity in the downturn of
the semiconductor capital equipment sector, resulting in lower-than-expected
sales and additional pricing pressures. This sector represented approximately
40% of the Company's contract manufacturing revenues in fiscal 1996.
As a result of these factors, Kent currently expects revenues for the
fiscal 1997 second quarter ending September 28, 1996 to be in excess of $100
million, but less than the $106 million reported for the immediately
preceding quarter. Net earnings for the same period are expected to be
slightly greater than $6 million, or approximately $0.24 to $0.25 per share.
For the second quarter of fiscal 1996, Kent reported revenues of $90 million
and net income of $6 million, or $0.29 per share. Per share amounts are based
on approximately 25.2 million shares outstanding in the current period,
versus 21.0 million in the year-ago quarter.
Morrie K. Abramson, Chairman and Chief Executive Officer, commented, "As
a result of the ongoing pricing pressures and their impact on our operating
margins, we are taking a number of aggressive actions to improve the
Company's performance within this difficult operating environment. In
particular, we are further reducing costs across the board, cutting senior
management compensation, and are implementing
-MORE-
<PAGE>
numerous staff reductions. At the same time, we are strengthening our sales
effort by the continued introduction of our new manufacturing services."
Mr. Abramson continued, "The combination of our customers' buying
patterns changing to just-in-time methods and the difficult industry
conditions have reduced our visibility with respect to future orders. We
believe, however, that our recent initiatives, combined with Kent's strong
strategic position in its specialty businesses, will allow us to at least
maintain second quarter earnings levels in the third and fourth quarters of
fiscal 1997."
This press release contains forward-looking information that involves
risks and uncertainties. The Company is providing this information in view of
the current heightened concern about the industry's immediate prospects and
the effect of those general industry conditions on Kent. The forward-looking
statements, including statements relating to the Company's performance for
its second quarter and forward, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. In
making these forward-looking statements, and in addition to the effects of
current general industry and economic conditions, we assumed that (i)
revenues in the second quarter will be below the first fiscal quarter, (ii)
there will be continued pricing pressures on the Company's operating margins,
(iii) the manufacturing business may become slightly more concentrated with
certain customers, and (iv) the manufacturing business will continue to make
progress transitioning its business to new services for its existing
customers. There can be no assurance that the above mentioned range of
estimated revenues and earnings will actually result or that the other
anticipated developments will occur.
Kent Electronics is the largest publicly traded specialty electronics
distributor of interconnection and passive component products in the nation.
The Company's product lines include: electronic connectors, wire & cable,
passive and electromechanical products, local area network (LAN) and wide
area network (WAN) products. Kent's contract manufacturing subsidiary, K*TEC
Electronics, is among the leading contract manufacturers in the U.S., and the
nation's largest independent manufacturer of cable assemblies.
-END-