<PAGE>
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
For the period ended December 31, 1996
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED
SAVINGS AND RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
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....................... 17
TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR
VALUE OF PLAN ASSETS........................... 18
</TABLE>
<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 the Kent Electronics Corporation Tax-Deferred Savings and Retirement
Plan and Trust (the Plan) as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits for the years
then ended. 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, 1996 and 1995, and the changes in net assets available for plan
benefits for the years then ended, 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.
Houston, Texas
May 23, 1997
4
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ 337,732 $ 860,441
Corporate stocks 16,431,204 18,796,692
Mutual funds 2,009,434 1,305,349
Participant loans receivable 587,695 -
----------- -----------
19,366,065 20,962,482
At contract value
Investment contracts 881,543 -
----------- -----------
Total investments 20,247,608 20,962,482
Employer and participant contributions receivable 187,583 242,981
----------- -----------
Total assets 20,435,191 21,205,463
LIABILITIES
Employer contribution received in advance 200,000 -
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,235,191 $21,205,463
=========== ===========
</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
December 31,
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Net appreciation of investments $ - $ 9,242,584
Interest and dividend income 160,280 197,144
----------- -----------
160,280 9,439,728
Contributions
Participant contributions 2,509,568 1,513,585
Employer contributions 783,544 495,439
----------- -----------
3,293,112 2,009,024
----------- -----------
Total additions 3,453,392 11,448,752
Deductions from net assets attributed to:
Net depreciation of investments 2,145,246 -
Benefits paid to participants 2,180,438 1,103,990
Administrative expenses 97,980 48,669
----------- -----------
Total deductions 4,423,664 1,152,659
----------- -----------
Net (decrease) increase (970,272) 10,296,093
Net assets available for plan benefits:
Beginning of year 21,205,463 10,909,370
----------- -----------
End of year $20,235,191 $21,205,463
=========== ===========
</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, 1996 and 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 Corporate Trust Company has been designated and appointed as
Trustee of the Plan. 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 is subject to certain limitations.
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. The maximum
amount of employer matching contributions is subject to certain limitations.
7
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 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 determined by the Board of Directors of the employer.
Such contribution is invested in the Company's common stock. The maximum
amount of employer profit sharing contributions is subject to certain
limitations.
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.
8
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 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. PARTICIPANT LOANS RECEIVABLE
----------------------------
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loan transactions are treated as a transfer to (from) the investment
fund from (to) the Participant Loans Fund. Loan terms range from 1-5 years or
up to 15 years for the purchase of a primary residence. The loans are secured
by the balance in the participant's account and bear interest at the prime rate
plus one percent as of the beginning of the month in which the loan was made.
Principal and interest is paid ratably through equal payroll deductions each
pay period.
9
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 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.
2. VALUATION OF INVESTMENTS
------------------------
Investments are stated at their fair market value, as determined by quoted
market prices, except for investment contracts, which are valued at contract
value (Note B.3).
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. INVESTMENT CONTRACTS
--------------------
The Plan has invested in a fund, GIC Income Fund 4, made up of a portfolio of
guaranteed investment contracts with insurance companies, having an average
maturity between 2.5 to 3.5 years. The contracts are included in the financial
statements at contract value, which approximates fair value, as reported to the
Plan by the Trustee.
4. 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.
5. 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.
10
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE C - INVESTMENT OPTIONS
Upon enrollment into the Plan, a participant may direct employee contributions
into an investment in Kent Stock, any one of six mutual funds or a fund made
up of a portfolio of guaranteed investment contracts with insurance companies.
Following are the statements of net assets available for plan benefits and the
statements of changes in net assets available for plan benefits by separate
optional investment fund program as of December 31, 1996 and 1995, and for the
years then ended. Investments that represent 5% or more of the Plan's net
assets are separately identified.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1996
<TABLE>
<CAPTION>
Kent Euro Capital
Electronics GIC Investment Growth Pacific World Bond
Corporation Income Company of Fund of Growth Growth & Fund of
Common Stock Fund 4 America America Fund Income America
Investment Investment Investment Investment Investment Investment Investment
Account Account Account Account Account Account Account
ASSETS -------------- ---------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
At fair value
Cash equivalents $ 288,387 $ - $ 39,845 $ 6,138 $ 2,514 $ 678 $ 85
Corporate stocks 16,431,204 - - - - - -
Mutual funds - - 1,580,339 160,794 78,813 68,852 45,990
Participant loans
receivable - - - - - - -
At contract value
Investment contracts - 881,543 - - - - -
----------- -------- ---------- -------- ------- ------- -------
Total investments 16,719,591 881,543 1,620,184 166,932 81,327 69,530 46,075
Employer and participant
contributions
receivable 148,351 13,956 16,646 4,043 1,150 1,125 1,236
----------- -------- ---------- -------- ------- ------- -------
Total assets 16,867,942 895,499 1,636,830 170,975 82,477 70,655 47,311
LIABILITIES
Employer contribution
received in advance (200,000) - - - - - -
----------- -------- ---------- -------- ------- ------- -------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $16,667,942 $895,499 $1,636,830 $170,975 $82,477 $70,655 $47,311
=========== ======== ========== ======== ======= ======= =======
Income
Fund of
America
Investment Participant
Account Loans Total
--------- ---------- -------------
<S> <C> <C> <C>
Investments:
At fair value
Cash equivalents $ 85 $ - $ 337,732
Corporate stocks - - 16,431,204
Mutual funds 74,646 - 2,009,434
Participant loans
receivable - 587,695 587,695
At contract value
Investment contracts - - 881,543
------- --------- -----------
Total investments 74,731 587,695 20,247,608
Employer and participant
contributions receivable 1,076 - 187,583
------- --------- -----------
Total assets 75,807 587,695 20,435,191
LIABILITIES
Employer contribution
received in advance - - (200,000)
------- --------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $75,807 $587,695 $20,235,191
======= ======== ===========
</TABLE>
11
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE C - INVESTMENT OPTIONS - CONTINUED
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1995
<TABLE>
<CAPTION>
Kent
Electronics Equity
Corporation Stock
Common Money Mutual
Stock Market Fund
Investment Investment Investment
Account Account Account Total
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value
Cash equivalents $ 41,722 $815,215 $ 3,504 $ 860,441
Corporate stocks 18,796,692 - - 18,796,692
Mutual funds - 1,305,349 1,305,349
----------- -------- ---------- -----------
Total investments 18,838,414 815,215 1,308,853 20,962,482
Receivables
Employer and participant con-
tributions receivable 141,687 20,211 81,083 242,981
Interfund receivables (payables) 7,325 16,139 (23,464) -
----------- -------- ---------- -----------
Total receivables 149,012 36,350 57,619 242,981
----------- -------- ---------- -----------
Total assets 18,987,426 851,565 1,366,472 21,205,463
LIABILITIES - - - -
----------- -------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $18,987,426 $851,565 $1,366,472 $21,205,463
=========== ======== ========== ===========
</TABLE>
12
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE C - INVESTMENT OPTIONS - CONTINUED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1996
<TABLE>
<CAPTION>
Kent Euro Capital
Electronics GIC Investment Growth Pacific World Bond
Corporation Income Company of Fund of Growth Growth & Fund of
Common Stock Fund 4 America America Fund Income America
Investment Investment Investment Investment Investment Investment Investment
Account Account Account Account Account Account Account
-------------- ---------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions added to net
assets attributed to:
Investment income
Interest and dividend
income $ 4,381 $ 19,576 $ 97,056 $ 8,949 $ 2,231 $ 3,082 $ 1,310
Contributions
Participant contributions 1,868,958 248,726 306,204 34,018 11,260 5,017 29,954
Employer contributions 783,544 - - - - - -
----------- --------- ---------- -------- ------- ------- -------
2,652,502 248,726 306,204 34,018 11,260 5,017 29,954
----------- --------- ---------- -------- ------- ------- -------
Total additions 2,656,883 268,302 403,260 42,967 13,491 8,099 31,264
Deductions from net assets
attributed to:
Net depreciation
(appreciation)
of investments 2,353,365 (20,407) (159,497) (13,511) (4,422) (6,433) (1,253)
Benefits paid to
participants 1,941,539 92,895 107,904 1,274 373 84 83
Administrative expenses 86,151 4,126 7,033 167 123 132 114
----------- --------- ---------- -------- ------- ------- -------
Total deductions 4,381,055 76,614 (44,560) (12,070) (3,926) (6,217) (1,056)
----------- --------- ---------- -------- ------- ------- -------
Net (decrease) increase
before interfund
transfers (1,724,172) 191,688 447,820 55,037 17,417 14,316 32,320
Interfund transfers (595,312) (147,754) (177,462) 115,938 65,060 56,339 14,991
----------- --------- ---------- -------- ------- ------- -------
Net (decrease) increase (2,319,484) 43,934 270,358 170,975 82,477 70,655 47,311
Net assets available for
plan benefits:
Beginning of year 18,987,426 851,565 1,366,472 - - - -
----------- --------- ---------- -------- ------- ------- -------
End of year $16,667,942 $ 895,499 $1,636,830 $170,975 $82,477 $70,655 $47,311
=========== ========= ========== ======== ======= ======= =======
Income
Fund of
America
Investment Participant
Account Loans Total
--------- ---------- -------------
<S> <C> <C> <C>
Additions added to net
assets attributed to:
Investment income
Interest and dividend
income $ 5,507 $ 18,188 $ 160,280
Contributions
Participant contributions 5,431 - 2,509,568
Employer contributions - - 783,544
------- -------- -----------
5,431 - 3,293,112
------- -------- -----------
Total additions 10,938 18,188 3,453,392
Deductions from net assets
attributed to:
Net depreciation
(appreciation)
of investments (2,596) - 2,145,246
Benefits paid to
participants 101 36,185 2,180,438
Administrative expenses 134 - 97,980
------- -------- -----------
Total deductions (2,361) 36,185 4,423,664
------- -------- -----------
Net (decrease) increase
before interfund
transfers 13,299 (17,997) (970,272)
Interfund transfers 62,508 605,692 -
------- -------- -----------
Net (decrease) increase 75,807 587,695 (970,272)
Net assets available for
plan benefits:
Beginning of year - - 21,205,463
------- -------- -----------
End of year $75,807 $587,695 $20,235,191
======= ======== ===========
</TABLE>
13
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE C - INVESTMENT OPTIONS - CONTINUED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1995
<TABLE>
<CAPTION>
Kent
Electronics Equity
Corporation Stock
Common Money Mutual
Stock Market Fund
Investment Investment Investment
Account Account Account Total
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
Additions added to net assets
attributed to:
Investment income
Net appreciation of investments $ 9,177,650 $ - $ 64,934 $ 9,242,584
Interest and dividend income 2,909 41,350 152,885 197,144
----------- --------- ---------- -----------
9,180,559 41,350 217,819 9,439,728
Contributions
Participant contributions 1,056,477 198,435 258,673 1,513,585
Employer contributions 495,439 - - 495,439
----------- --------- ---------- -----------
1,551,916 198,435 258,673 2,009,024
----------- --------- ---------- -----------
Total additions 10,732,475 239,785 476,492 11,448,752
Deductions from net assets
attributed to:
Benefits paid to participants 953,511 75,943 74,536 1,103,990
Administrative expenses 40,010 3,276 5,383 48,669
----------- --------- ---------- -----------
Total deductions 993,521 79,219 79,919 1,152,659
----------- --------- ---------- -----------
Net increase (decrease) before
interfund transfers 9,738,954 160,566 396,573 10,296,093
Interfund transfers 543,914 (133,925) (409,989) -
----------- --------- ---------- -----------
Net increase (decrease) 10,282,868 26,641 (13,416) 10,296,093
Net assets available for plan benefits:
Beginning of year 8,704,558 824,924 1,379,888 10,909,370
----------- --------- ---------- -----------
End of year $18,987,426 $ 851,565 $1,366,472 $21,205,463
=========== ========= ========== ===========
</TABLE>
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.
14
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1996 and 1995
NOTE E - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated September 28, 1995, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
15
<PAGE>
SUPPLEMENTAL SCHEDULES
16
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
ASSETS HELD FOR INVESTMENT
December 31, 1996
<TABLE>
<CAPTION>
Number of Cost at Current value
units December 31, 1996 December 31, 1996
--------- ----------------- -----------------
<S> <C> <C> <C>
Smith Barney Money Funds
Cash Portfolio 337,732 $ 337,732 $ 337,732
Kent Electronics Corporation
Common Stock 638,105 6,199,431 16,431,204
GIC Income Fund 4 67,259 861,498 881,543
Investment Company of America 65,222 1,284,447 1,580,339
Growth Fund of America 9,704 147,991 160,794
Euro Pacific Growth Fund 3,027 74,772 78,813
Capital World Growth & Income 2,997 62,617 68,852
Bond Fund of America 3,345 45,111 45,990
Income Fund of America 4,519 72,081 74,646
Participant loans 587,695 587,695 587,695
---------- -----------
$9,673,375 $20,247,608
========== ===========
</TABLE>
17
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST
TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF FAIR VALUE OF PLAN ASSETS
Year ended December 31, 1996
<TABLE>
<CAPTION>
Purchase Selling Cost of Net
Identity Shares price price asset gain/loss
- ------------------------------ --------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Kent Electronics Corporation
Common Stock
Purchases
(18 transactions) 362,212 $1,292,628 $ - $ - $ -
Sales
(3 transactions) 4,805 - 158,035 42,855 115,180
Distributions in kind
(25 transactions) 41,301 - - 590,149 -
Smith Barney Money
Funds Cash Portfolio
Sales
(172 transactions) 3,971,098 - 3,971,098 3,971,098 -
Purchases
(148 transactions) 3,448,389 3,448,389 - - -
</TABLE>
18
<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 CORPORATION
TAX-DEFERRED SAVINGS AND
RETIREMENT PLAN AND TRUST
(Name of Plan)
Date: June 27, 1997 /s/ Stephen J. Chapko
---------------------------------
Stephen J. Chapko
Secretary of the Plan Administration
Committee
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated May 23, 1997, 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 year
ended December 31, 1996. 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).
GRANT THORNTON LLP
Houston, Texas
June 27, 1997
