<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the period ended December 31, 1995
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number:
0-14643
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
B. Name of issuer of securities held pursuant to the plan and
the address of its principal executive office:
KENT ELECTRONICS CORPORATION
7433 Harwin Drive
Houston, Texas 77036
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<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED
SAVINGS AND RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND APRIL 1, 1995
<PAGE>
TABLE OF CONTENTS
PAGE
----
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.................. 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS.............. 5
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS... 6
NOTES TO FINANCIAL STATEMENTS..................................... 7
SUPPLEMENTAL SCHEDULES
ASSETS HELD FOR INVESTMENT........................................ 13
TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF
PLAN ASSETS...................................................... 14
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Committee
of the Kent Electronics Corporation Tax-Deferred Savings
and Retirement Plan and Trust
We have audited the accompanying statements of net assets available for
plan benefits of Kent Electronics Corporation Tax-Deferred Savings and
Retirement Plan and Trust (the Plan) as of December 31, 1995 and April 1,
1995, and the related statements of changes in net assets available for plan
benefits for the period from April 2, 1995 to December 31, 1995, and the year
ended April 1, 1995. 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 audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
<PAGE>
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits
of the Plan as of December 31, 1995 and April 1, 1995, and the changes in its
net assets available for plan benefits for the period from April 2, 1995 to
December 31, 1995 and the year ended April 1, 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules are presented to comply with the Department of Labor Rules and
Regulations for Reporting and Disclosure Under the Employee Retirement Income
Security Act of 1974 and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in
our opinion, are fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
/s/ GRANT THORNTON LLP
Houston, Texas
June 17, 1996
4
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and April 1, 1995
<TABLE>
December 31, 1995 April 1, 1995
-------------------------------------------------- -------------------------------------------------
Kent Kent
Electronics Equity Electronics Equity
Corporation Stock Corporation Stock
Common Money Mutual Common Money Mutual
Stock Market Fund Stock Market Fund
Investment Investment Investment Investment Investment Investment
Total Account Account Account Total Account Account Account
------------ ----------- ---------- ---------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash equivalents $ 860,441 $ 41,722 $815,215 $ 3,504 $ 819,920 $ 27,569 $786,354 $ 5,997
Employer and employee
contribution receivables 242,981 141,687 20,211 81,083 204,121 130,537 23,656 49,928
Interfund receivables
(payables) - 7,325 16,139 (23,464) - 1,718 14,914 (16,632)
Corporate stocks 18,796,692 18,796,692 - - 8,544,734 8,544,734 - -
Mutual funds 1,305,349 - - 1,305,349 1,340,595 - - 1,340,595
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
Total assets 21,205,463 18,987,426 851,565 1,366,472 10,909,370 8,704,558 824,924 1,379,888
LIABILITIES - - - - - - - -
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $21,205,463 $18,987,426 $851,565 $1,366,472 $10,909,370 $8,704,558 $824,924 $1,379,888
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Period from April 2, 1995 to December 31, 1995 and year end April 1, 1995
<TABLE>
December 31, 1995 April 1, 1995
-------------------------------------------------- --------------------------------------------------
Kent Kent
Electronics Equity Electronics Equity
Corporation Stock Corporation Stock
Common Money Mutual Common Money Mutual
Stock Market Fund Stock Market Fund
Investment Investment Investment Investment Investment Investment
Total Account Account Account Total Account Account Account
------------ ----------- ---------- ---------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employer contributions $ 495,439 $ 495,439 $ - $ - $ 604,027 $ 604,027 $ - $ -
Employee contributions 1,513,585 1,056,477 198,435 258,673 1,362,806 805,853 220,328 336,625
Investment income 197,144 2,909 41,350 152,885 123,290 28,095 29,123 66,072
Net appreciation
of investments 9,242,584 9,177,650 - 64,934 3,194,917 3,105,520 - 89,397
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
Total additions 11,448,752 10,732,475 239,785 476,492 5,285,040 4,543,495 249,451 492,094
Benefits paid to
participants 1,103,990 953,511 75,943 74,536 591,554 353,290 132,502 105,762
Administrative expenses 48,669 40,010 3,276 5,383 56,905 43,597 5,368 7,940
Interfund transfers - (543,914) 133,925 409,989 - 73,657 (26,741) (46,916)
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
Total deductions 1,152,659 449,607 213,144 489,908 648,459 470,544 111,129 66,786
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
Net increase (decrease) 10,296,093 10,282,868 26,641 (13,416) 4,636,581 4,072,951 138,322 425,308
Net assets available for
plan benefits
Beginning of period 10,909,370 8,704,558 824,924 1,379,888 6,272,789 4,631,607 686,602 954,580
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
End of period $21,205,463 $18,987,426 $851,565 $1,366,472 $10,909,370 $8,704,558 $824,924 $1,379,888
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
----------- ----------- -------- ---------- ----------- ---------- -------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and April 1, 1995
NOTE A - DESCRIPTION OF PLAN
The following brief description of the Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust (the Plan) is provided for
general information purposes only. Participants should refer to the Plan
agreement for more complete information.
1. GENERAL
The Plan is a 401(k) savings and profit sharing plan which was adopted March
30, 1987 for officers and employees of Kent Electronics Corporation, Inc. and
subsidiaries (the Company). The Plan is generally subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). The purpose
of the Plan is to allow participants to make elective contributions to be
treated as deferred compensation for income tax purposes and for the Company
to make elective contributions as a retirement vehicle for employees.
2. ELIGIBILITY
Participation in the Plan is voluntary. Membership in the Plan is available
to all employees of the Company who have attained the age of 21 years and
have completed six months of service.
3. TRUSTEE
The Smith Barney Trust Company has been designated and appointed as Trustee
of the Plan for the plan period from April 2, 1995 to December 31, 1995 and
the plan year ended April 1, 1995. The Trustee maintains all assets of the
Plan in safekeeping.
4. EMPLOYEE ELECTIVE CONTRIBUTIONS
Participants may contribute from 1% up to 12% of their earnings as elective
contributions. The maximum amount of employee deferral contribution which
may be made by a participant for tax years beginning in 1994 was limited to
$9,240. Additionally, Internal Revenue Service regulations set a limit on the
amount of compensation that highly-paid individuals can defer.
5. EMPLOYER THRIFT MATCHING CONTRIBUTIONS
The Company shall contribute to the Plan's trust (as a thrift contribution)
an amount equal to one hundred percent (100%) of the employee elective
contribution up to a maximum of three percent (3%) of eligible compensation.
Such contribution is invested in the Company's common stock.
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1995 and April 1, 1995
NOTE A - DESCRIPTION OF PLAN - CONTINUED
6. EMPLOYER PROFIT SHARING CONTRIBUTIONS
The Company may contribute (from its net income or accumulated earnings and
profit) to the Plan's trust such amount representing a profit sharing
contribution, if any, as shall be determined by the Board of Directors of the
employer. Such contribution is invested in the Company common stock.
7. ALLOCATIONS
Each account that is in existence on the valuation date will be credited or
charged with its pro rata portion of the income/loss of the Plan. Profit
sharing contributions are to be allocated based upon the ratio of each
participant's compensation to total compensation of all eligible participants.
8. VESTING SCHEDULE
A participant's thrift matching and profit sharing accounts vested percentage
will be determined in accordance with the following table:
Years of Vesting Service Vested Percentage
------------------------ -----------------
Less than 2 years 0%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
Participant contributions vest immediately.
9. BENEFITS
The Plan provides for various benefits to participants who have fulfilled or
met the following requirements:
NORMAL RETIREMENT - Participants of the Plan who retire on or after their
normal retirement dates (the first day of the month on or after which the
participant reaches normal retirement age of 65) will receive the full value
of their account in accordance with terms set forth in the Plan.
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1995 and April 1, 1995
NOTE A - DESCRIPTION OF PLAN - CONTINUED
EARLY RETIREMENT - Participants who are fifty-five (55) or more years of age,
but who have not attained normal retirement date and who have completed five
(5) years of participation in the Plan may retire and receive the full value
of their account in accordance with terms as set forth in the Plan.
DISABILITY - If participants become totally and permanently disabled, they
will be paid the full value of their account in accordance with terms as set
forth in the Plan.
DEATH - If participants in the Plan die, their beneficiary will be paid the
full value of their account in accordance with terms as set forth in the Plan.
TERMINATION - If participants terminate their employment with the Company for
any reason other than retirement, total and permanent disability, or death,
they will be paid the vested value of their account in accordance with terms
as set forth in the Plan.
10. FORFEITURES
Participant's forfeited amounts of employer thrift matching or profit sharing
contributions due to termination are used to reduce subsequent employer
contributions.
11. ADMINISTRATIVE EXPENSES
Administrative expenses are paid directly by the Plan.
12. TOP-HEAVY PLAN PROVISIONS
In the event the Plan should be Top-Heavy for any plan year, as defined by
Internal Revenue Code Section 401(a), provisions are set forth in the Plan to
remedy such condition.
13. FISCAL YEAR
During 1995, the Company changed the Plan's year end to December 31.
Previously, the Plan's year end corresponded with the Company's which ends on
the Saturday closest to the end of March. The fiscal year ended April 1,
1995 consisted of 52 weeks.
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1995 and April 1, 1995
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
1. BASIS OF ACCOUNTING
The accompanying financial statements are presented on the accrual basis of
accounting. Investments held in the Plan are stated at their fair market
value.
2. DETERMINATION OF REALIZED AND UNREALIZED GAIN OR LOSS ON INVESTMENTS
Unrealized appreciation or depreciation of fair market values of investments
held at year end and gain or loss on sale of investments during the year are
determined using the basis of the applicable investment at the beginning of
the year or purchase price, if acquired during the year.
3. TERMINATION OF PLAN
The Company expects to continue the Plan indefinitely, but reserves the right
to change it from time to time, or to terminate it if necessary. A change or
termination cannot take away a vested right to Plan benefits resulting from
contributions made before the change or termination.
4. USE OF ESTIMATES
In preparing the financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1995 and April 1, 1995
NOTE C - INVESTMENTS
Plan investments stated at fair market value consisted of the following:
December 31, April 1,
1995 1995
------------ -----------
Smith Barney Money Funds Cash Portfolio $ 860,441 $ 819,920
Investment Company of America 1,305,349 1,340,595
Kent Electronics Corporation Common Stock 18,796,692 8,544,734
----------- -----------
$20,962,482 $10,705,249
----------- -----------
----------- -----------
These investments represent at least five percent or more of the Plan's
assets.
NOTE D - INSURANCE
The Plan is categorized as a defined contribution plan under the Internal
Revenue Code and, accordingly, the Plan is not insured by the Pension Benefit
Guaranty Corporation.
NOTE E - INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code and is, therefore, not subject to tax
under present income tax laws. The Plan has received a favorable
determination letter from the Internal Revenue Service. The Plan was amended
on March 28, 1995 and a new determination letter concerning its Federal
income tax status has been requested. The Plan sponsor believes that the
Plan will continue to qualify and to operate as designed.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
ASSETS HELD FOR INVESTMENT
December 31, 1995
Number of Cost at Current value
shares December 31, 1995 December 31, 1995
--------- ----------------- -----------------
Smith Barney Money Funds
Cash Portfolio 860,441 $ 860,441 $ 860,441
Investment Company of
America 60,405 1,057,731 1,305,349
Kent Electronics
Corporation
Common Stock 321,999 5,539,807 18,796,692
<PAGE>
KENT ELECTRONICS CORPORATION
Tax-Deferred Savings and Retirement Plan and Trust
TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF FAIR VALUE OF PLAN ASSETS
Period from April 2, 1995 to December 31, 1995
<TABLE>
Purchase Selling Cost of Net
Identity Shares price price asset gain/loss
- - -------- ------ -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Kent Electronics Corporation
Stock distribution
(7 transactions) 7,292 $ - $ - $ 83,250(1) $ -
Purchases
(18 transactions) 38,739 1,399,483 - - -
Investment Company of
America
Sales
(3 transactions) 18,630 - 381,696 315,855 65,841
Purchases
(13 transactions) 10,003 215,675 - - -
Smith Barney Money
Funds Cash Portfolio
Sales
(72 transactions) 2,025,412 - 2,025,412 2,025,412 -
Purchases
(78 transactions) 2,065,933 2,065,933 - - -
</TABLE>
(1) distributed stock had a market value of $325,175.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 17, 1996, accompanying the
financial statements and schedules included in the Kent Electronics
Corporation Tax-Deferred Savings and Retirement Plan and Trust's Form 11-K
for the period from April 2, 1995 to December 31, 1995. We hereby consent to
the incorporation by reference of said report in the Registration Statement
of Kent Electronics Corporation on Form S-8 (File No. 33-18527).
/s/ GRANT THORNTON LLP
Houston, Texas
June 17, 1996
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
KENT ELECTRONICS
TAX-DEFERRED SAVINGS AND
RETIREMENT PLAN AND TRUST
(Name of Plan)
Date: June 28, 1996 /s/ Stephen J. Chapko
-------------------------------------
Stephen J. Chapko
Secretary of the Plan Administration
Committee
