<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 1998
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
1111 Gillingham Lane
Sugar Land, Texas 77478
<PAGE>
KENT ELECTRONICS CORPORATION
TAX-DEFERRED
SAVINGS AND RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
December 31, 1998 and 1997
<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
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES ON DECEMBER 31, 1998........................................ 17
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS......................... 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, 1998 and 1997, 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.
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, 1998 and 1997, and the changes in net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
<PAGE>
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.
GRANT THORNTON LLP
Houston, Texas
June 14, 1999
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>
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ 1,018,690 $ 214,973
Corporate stocks 8,754,660 15,528,758
Mutual funds 6,706,496 4,795,494
Participant loans receivable 1,085,602 938,488
----------- -----------
17,565,448 21,477,713
At contract value
Investment contracts 1,143,430 1,113,882
----------- -----------
Total investments 18,708,878 22,591,595
Employer and participant contributions receivable 427,401 270,234
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,136,279 $22,861,829
=========== ===========
</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>
1998 1997
------------ -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Net appreciation of investments $ - $ 115,985
Interest and dividend income 729,757 508,884
----------- -----------
729,757 624,869
Contributions
Participant contributions 4,848,226 3,151,384
Employer contributions 1,411,881 1,078,174
----------- -----------
6,260,107 4,229,558
----------- -----------
Total additions 6,989,864 4,854,427
Deductions from net assets attributed to:
Net depreciation of investments 7,268,860 -
Benefits paid to participants 3,344,408 2,133,891
Administrative expenses 102,146 93,898
----------- -----------
Total deductions 10,715,414 2,227,789
----------- -----------
Net (decrease) increase (3,725,550) 2,626,638
Net assets available for plan benefits:
Beginning of year 22,861,829 20,235,191
----------- -----------
End of year $19,136,279 $22,861,829
=========== ===========
</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, 1998 and 1997
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, 1998 and 1997
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, 1998 and 1997
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, 1998 and 1997
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 B3).
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, Capital Preservation Fund, 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, 1998 and 1997
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, 1998 and 1997, 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, 1998
<TABLE>
<CAPTION>
Kent
Electronics
Corporation Capital Investment
Common Preservation Company of Growth Fund of Euro Pacific
Stock Fund America America Growth Fund
Investment Investment Investment Investment Investment
Account Account Account Account Account
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ 1,024,300 $ - $ (5,879) $ 105 $ (3)
Corporate stocks 8,754,660 - - - -
Mutual funds - - 3,276,700 1,491,312 657,813
Participant loans receivable - - - - -
At contract value
Investment contracts - 1,143,430 - - -
----------- ----------- ----------- ----------- -----------
Total investments 9,778,960 1,143,430 3,270,821 1,491,417 657,810
Employer and participant con-
tributions receivable 280,885 17,571 40,559 36,556 15,509
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $10,059,845 $ 1,161,001 $ 3,311,380 $ 1,527,973 $ 673,319
=========== =========== =========== =========== ===========
<CAPTION>
Capital World
Growth & Bond Fund of Income Fund of
Income America America
Investment Investment Investment Participant
Account Account Account Loans Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ 73 $ 27 $ 67 $ - $ 1,018,690
Corporate stocks - - - - 8,754,660
Mutual funds 575,622 226,607 478,442 - 6,706,496
Participant loans receivable - - - 1,085,602 1,085,602
At contract value
Investment contracts - - - - 1,143,430
----------- ----------- ----------- ----------- -----------
Total investments 575,695 226,634 478,509 1,085,602 18,708,878
Employer and participant con-
tributions receivable 18,115 7,725 10,481 - 427,401
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 593,810 $ 234,359 $ 488,990 $ 1,085,602 $19,136,279
=========== =========== =========== =========== ===========
</TABLE>
11
<PAGE>
Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INVESTMENT OPTIONS - Continued
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1997
<TABLE>
<CAPTION>
Kent
Electronics Capital Investment Capital World
Corporation Preservation Company of Growth Fund of Euro Pacific Growth &
Common Stock Fund America America Growth Fund Income
Investment Investment Investment Investment Investment Investment
Account Account Account Account Account Account
------------ ------------ ---------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ 177,250 $ 8,088 $ 6,824 $ 6,722 $ 3,170 $ 202
Corporate stocks 15,528,758 - - - - -
Mutual funds - - 2,652,550 738,552 501,421 432,075
Participant loans receivable - - - - - -
At contract value
Investment contracts - 1,113,882 - - - -
----------- ---------- ---------- -------- -------- --------
Total investments 15,706,008 1,121,970 2,659,374 745,274 504,591 432,277
Employer and participant con-
tributions receivable 193,130 14,004 21,978 14,523 11,063 8,028
----------- ---------- ---------- -------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $15,899,138 $1,135,974 $2,681,352 $759,797 $515,654 $440,305
=========== ========== ========== ======== ======== ========
<CAPTION>
Bond Fund of Income Fund of
America America
Investment Investment Participant
Account Account Loans Total
------------ -------------- ----------- -------
<S> <C> <C> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $ - $ 12,717 $ - $ 214,973
Corporate stocks - - - 15,528,758
Mutual funds 180,179 290,717 - 4,795,494
Participant loans receivable - - 938,488 938,488
At contract value
Investment contracts - - - 1,113,882
-------- -------- -------- -----------
Total investments 180,179 303,434 938,488 22,591,595
Employer and participant con-
tributions receivable 3,288 4,220 - 270,234
-------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $183,467 $307,654 $938,488 $22,861,829
======== ======== ======== ===========
</TABLE>
12
<PAGE>
Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INVESTMENT OPTIONS - Continued
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1998
<TABLE>
<CAPTION>
Kent
Electronics
Corporation Capital Investment Capital World
Common Preservation Company of Growth Fund of Euro Pacific Growth &
Stock Fund America America Growth Fund Income
Investment Investment Investment Investment Investment Investment
Account Account Account Account Account Account
------------ ------------ ---------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Additions added to net assets
attributed to:
Investment income
Interest and dividend
income $ 23,258 $ 37 $ 329,558 $ 139,244 $ 34,135 $ 57,542
Contributions
Participant contributions 2,629,969 410,319 522,150 527,933 239,219 274,541
Employer contributions 1,411,881 - - - - -
----------- ---------- ---------- ---------- --------- --------
4,041,850 410,319 522,150 527,933 239,219 274,541
----------- ---------- ---------- ---------- --------- --------
Total additions 4,065,108 410,356 851,708 667,177 273,354 332,083
Deductions from net assets
attributed to:
Net depreciation (appreciation)
of investments 7,822,782 (59,910) (268,597) (187,364) (46,253) (12,139)
Benefits paid to participants 2,514,326 99,284 248,019 91,699 30,358 95,766
Administrative expenses 66,880 5,774 15,132 5,542 3,050 2,560
----------- ---------- ---------- ---------- --------- --------
Total deductions 10,403,988 45,148 (5,446) (90,123) (12,845) 86,187
----------- ---------- ---------- ---------- --------- --------
Net (decrease) increase
before interfund transfers (6,338,880) 365,208 857,154 757,300 286,199 245,896
Interfund transfers 499,587 (340,181) (227,126) 10,876 (128,534) (92,391)
----------- ---------- ---------- ---------- --------- --------
Net (decrease) increase (5,839,293) 25,027 630,028 768,176 157,665 153,505
Net assets available for plan
benefits:
Beginning of year 15,899,138 1,135,974 2,681,352 759,797 515,654 440,305
----------- ---------- ---------- ---------- --------- --------
End of year $10,059,845 $1,161,001 $3,311,380 $1,527,973 $ 673,319 $593,810
=========== ========== ========== ========== ========= ========
<CAPTION>
Bond Fund of Income Fund of
America America
Investment Investment Participant
Account Account Loans Total
------------ -------------- ----------- -------
<S> <C> <C> <C> <C>
Additions added to net assets
attributed to:
Investment income
Interest and dividend
income $ 16,782 $ 50,443 $ 78,758 $ 729,757
Contributions
Participant contributions 81,594 162,501 - 4,848,226
Employer contributions - - - 1,411,881
-------- -------- ---------- -----------
81,594 162,501 - 6,260,107
-------- -------- ---------- -----------
Total additions 98,376 212,944 78,758 6,989,864
Deductions from net assets
attributed to:
Net depreciation (appreciation)
of investments 5,393 14,948 - 7,268,860
Benefits paid to participants 82,622 37,199 145,135 3,344,408
Administrative expenses 1,128 2,080 - 102,146
-------- -------- ---------- -----------
Total deductions 89,143 54,227 145,135 10,715,414
-------- -------- ---------- -----------
Net (decrease) increase
before interfund transfers 9,233 158,717 (66,377) (3,725,550)
Interfund transfers 41,659 22,619 213,491 -
-------- -------- ---------- -----------
Net (decrease) increase 50,892 181,336 147,114 (3,725,550)
Net assets available for plan
benefits:
Beginning of year 183,467 307,654 938,488 22,861,829
-------- -------- ---------- -----------
End of year $234,359 $488,990 $1,085,602 $19,136,279
======== ======== ========== ===========
</TABLE>
13
<PAGE>
Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INVESTMENT OPTIONS - Continued
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND
December 31, 1997
<TABLE>
<CAPTION>
Kent
Electronics
Corporation Capital Investment Capital World
Common Preservation Company of Growth Fund of Euro Pacific Growth &
Stock Fund America America Growth Fund Income
Investment Investment Investment Investment Investment Investment
Account Account Account Account Account Account
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Additions added to net assets
attributed to:
Net appreciation (depreciation)
of investments $ (213,618) $ 52,876 $ 270,085 $ 19,151 $(21,982) $ (316)
Investment income
Interest and dividend
income 9,120 - 261,389 78,073 32,471 32,527
----------- ---------- ---------- -------- -------- --------
(204,498) 52,876 531,474 97,224 10,489 32,211
Contributions
Participant contributions 1,903,143 183,958 357,975 297,955 153,512 107,469
Employer contributions 1,078,174 - - - - -
----------- ---------- ---------- -------- -------- --------
2,981,317 183,958 357,975 297,955 153,512 107,469
----------- ---------- ---------- -------- -------- --------
Total additions 2,776,819 236,834 889,449 395,179 164,001 139,680
Deductions from net assets
attributed to:
Benefits paid to participants 1,780,611 120,989 142,946 12,991 4,970 21,005
Administrative expenses 79,812 3,657 7,631 1,196 632 377
----------- ---------- ---------- -------- -------- --------
Total deductions 1,860,423 124,646 150,577 14,187 5,602 21,382
----------- ---------- ---------- -------- -------- --------
Net increase before interfund
transfers 916,396 112,188 738,872 380,992 158,399 118,296
Interfund transfers (1,685,200) 128,287 305,650 207,830 274,778 251,352
----------- ---------- ---------- -------- -------- --------
Net increase (decrease) (768,804) 240,475 1,044,522 588,822 433,177 369,650
Net assets available for plan
benefits:
Beginning of year 16,667,942 895,499 1,636,830 170,975 82,477 70,655
----------- ---------- ---------- -------- -------- --------
End of year $15,899,138 $1,135,974 $2,681,352 $759,797 $515,654 $440,305
=========== ========== ========== ======== ======== ========
<CAPTION>
Bond Fund of Income Fund of
America America
Investment Investment Participant
Account Account Loans Total
------ ------- ----- ------
<S> <C> <C> <C> <C>
Additions added to net assets
attributed to:
Net appreciation (depreciation)
of investments $ 1,919 $ 7,870 $ - $ 115,985
Investment income
Interest and dividend
income 7,560 31,770 55,974 508,884
-------- -------- -------- -----------
9,479 39,640 55,974 624,869
Contributions
Participant contributions 47,982 99,390 - 3,151,384
Employer contributions - - - 1,078,174
-------- -------- -------- -----------
47,982 99,390 - 4,229,558
-------- -------- -------- -----------
Total additions 57,461 139,030 55,974 4,854,427
Deductions from net assets
attributed to:
Benefits paid to participants 1,881 3,981 44,517 2,133,891
Administrative expenses 163 430 - 93,898
-------- -------- -------- -----------
Total deductions 2,044 4,411 44,517 2,227,789
-------- -------- -------- -----------
Net increase before interfund
transfers 55,417 134,619 11,457 2,626,638
Interfund transfers 80,739 97,228 339,336 -
-------- -------- -------- -----------
Net increase (decrease) 136,156 231,847 350,793 2,626,638
Net assets available for plan
benefits:
Beginning of year 47,311 75,807 587,695 20,235,191
-------- -------- -------- -----------
End of year $183,467 $307,654 $938,488 $22,861,829
======== ======== ======== ===========
</TABLE>
14
<PAGE>
Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
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 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
(EIN 74-1763541, Plan #001)
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
Number of Cost at Current value
units December 31, 1998 December 31, 1998
----------------- --------------------- ---------------------
<S> <C> <C> <C>
Smith Barney Money Funds
Cash Portfolio* 1,018,690 $ 1,018,690 $ 1,018,690
Kent Electronics Corporation
Common Stock* 686,640 7,817,539 8,754,660
Capital Preservation Fund* 77,665 1,073,855 1,143,430
Investment Company of America* 105,554 2,579,150 3,276,700
Growth Fund of America* 66,576 1,286,293 1,491,312
Euro Pacific Growth Fund* 23,162 630,508 657,813
Capital World Growth & Income* 22,645 564,468 575,622
Bond Fund of America* 16,650 229,880 226,607
Income Fund of America* 27,592 485,067 478,442
Participant loans - 1,085,602 1,085,602
----------- -----------
$16,771,052 $18,708,878
=========== ===========
- -------------
* Represents party-in-interest.
</TABLE>
17
<PAGE>
Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust
(EIN 74-1763541, Plan #001)
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1998
<TABLE>
<CAPTION>
Purchase Selling Cost of Net
Identity Shares price price* asset gain/loss
- -------- ------ ----- ------ ----- ---------
<S> <C> <C> <C> <C> <C>
Smith Barney Money
Funds Cash Portfolio
Purchases
(300 transactions) 8,642,698 $8,642,698 $ - $ - $ -
Sales
(356 transactions) 7,838,981 - 7,838,981 7,838,981 -
Kent Stock Fund
Purchases
(21 transactions) 140,600 2,560,401 - - -
Distributions in kind
(28 transactions) 72,020 - 1,511,717 745,700 766,017
Capital Preservation Fund
Purchases
(34 transactions) 63,468 915,014 - - -
Sales
(51 transactions) 66,007 - 945,376 890,011 55,365
Investment Company of
America Fund
Purchases
(43 transactions) 27,899 829,636 - - -
Sales
(28 transactions) 16,241 - 474,083 374,023 100,060
</TABLE>
*For distributions in kind, selling price represents the fair market value at
the date of distribution.
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 29, 1999 /s/ Stephen J. Chapko
---------------------
Stephen J. Chapko
Secretary of the Plan Administration Committee
19
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated June 14, 1999, 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 ended
December 31, 1998. 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 14, 1999
20
