<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, 1999
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, 1999 and 1998
<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, 1999.................................................... 13
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS......................... 14
</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, 1999 and 1998, 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the changes in net assets available for
plan benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
<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.
Houston, Texas
June 16, 2000
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>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Investments:
At fair value
Cash equivalents $12,335,443 $ 1,018,690
Corporate stocks 18,953,184 8,754,660
Mutual funds - 6,706,496
Participant loans receivable 1,153,106 1,085,602
----------- -----------
32,441,733 17,565,448
At contract value
Investment contracts - 1,143,430
----------- -----------
Total investments 32,441,733 18,708,878
Employer and participant contributions receivable 550,817 427,401
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $32,992,550 $19,136,279
=========== ===========
</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
Year ended December 31,
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Net appreciation of investments $ 9,179,321 $ -
Interest and dividend income 1,060,146 729,757
----------- -----------
10,239,467 729,757
Contributions
Participant contributions 5,193,777 4,848,226
Employer contributions 1,615,064 1,411,881
----------- -----------
6,808,841 6,260,107
----------- -----------
Total additions 17,048,308 6,989,864
Deductions from net assets attributed to:
Net depreciation of investments - 7,268,860
Benefits paid to participants 3,058,334 3,344,408
Administrative expenses 133,703 102,146
----------- -----------
Total deductions 3,192,037 10,715,414
----------- -----------
Net increase (decrease) 13,856,271 (3,725,550)
Net assets available for plan benefits:
Beginning of year 19,136,279 22,861,829
----------- -----------
End of year $32,992,550 $19,136,279
=========== ===========
</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, 1999 and 1998
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 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.
Effective January 1, 2000, the Trustee was changed to PW Trust Company. In
preparation for the change, all funds held by Smith Barney (excluding the
Company's common stock) were liquidated as of December 31, 1999.
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, 1999 and 1998
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, 1999 and 1998
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 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, 1999 and 1998
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, 1999 and 1998
NOTE C - INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets at December 31:
<TABLE>
<CAPTION>
1999 1998
-------------- ----------------
<S> <C> <C>
Smith Barney Money Funds
Cash Portfolio $12,335,443 $ 1,018,690
Kent Electronics Corporation
Common Stock * 18,953,184 8,754,660
Capital Preservation Fund - 1,143,430
Investment Company of America - 3,276,700
Growth Fund of America - 1,491,312
Participant Loans 1,153,106 1,085,602
</TABLE>
---------
* Nonparticipant-directed
The Plan's investments (including realized and unrealized gains and
losses) appreciated in value by $9,179,321 during the year ended December 31,
1999 and depreciated by $7,268,860 during the year ended December 31, 1998, as
follows:
1999 1998
----------- -----------
Corporate stocks $ 8,168,720 $(7,822,782)
Mutual funds 942,362 494,013
Investment contracts 68,239 59,909
----------- -----------
$ 9,179,321 $(7,268,860)
=========== ===========
NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS
The following provides information about the significant components of the
changes in net assets relating to the Plan's nonparticipant-directed
investments for the years ended December 31:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Participant contributions $ 1,939,425 $ 2,629,969
Employer contributions 1,609,705 1,406,706
Interest and dividend income 38,199 23,259
Net appreciation (depreciation) of investments 8,168,720 (7,822,782)
Benefits paid to participants (1,763,044) (2,514,326)
Transfers (to) from participant-directed investments (729,239) 504,761
Administrative expenses (73,603) (66,880)
----------- -----------
$ 9,190,163 $(5,839,293)
=========== ===========
</TABLE>
NOTE E - 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 F - 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.
11
<PAGE>
SUPPLEMENTAL SCHEDULES
12
<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, 1999
<TABLE>
<CAPTION>
Number of Cost at Current value
units December 31, 1999 December 31, 1999
--------- ----------------- -----------------
<S> <C> <C> <C>
*Smith Barney Money Funds
Cash Portfolio 12,335,443 $12,335,443 $12,335,443
*Kent Electronics Corporation
Common Stock 833,107 10,104,688 18,953,184
Participant loans (Interest rates
ranging from 8.75% to 9.50%) - 1,153,106 1,153,106
----------- -----------
$23,593,237 $32,441,733
=========== ===========
</TABLE>
*Indicates party in interest
13
<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, 1999
<TABLE>
<CAPTION>
Purchase Selling Cost of Net
Identity Shares price price* assets gain/loss
-------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Kent Stock Fund
Purchases (9 transactions) 206,467 $ 2,982,138 $ - $ - $ -
Sales (37 transactions) 60,000 - 922,648* 694,989 227,659
Capital Preservation Fund
Purchases (28 transactions) 23,277 354,856 - - -
Sales (54 transactions) 100,942 - 1,566,525 1,428,711 137,814
Investment Company of
America Fund
Purchases (84 transactions) 46,073 1,493,578 - - -
Sales (39 transactions) 151,627 - 4,856,569 4,072,728 783,841
Growth Fund of America
Purchases (73 transactions) 57,164 1,511,942 - - -
Sales (38 transactions) 123,740 - 3,500,419 2,798,235 702,184
Euro Pacific Growth Fund
Purchases (48 transactions) 10,754 367,122 - - -
Sales (40 transactions) 33,916 - 1,365,654 997,629 368,025
Capital World Growth & Income
Purchases (62 transactions) 16,076 442,323 - - -
Sales (44 transactions) 38,720 - 1,122,819 1,006,791 116,028
Income Fund of America
Purchases (54 transactions) 22,170 376,008 - - -
Sales (40 transactions) 49,762 - 783,090 861,075 (77,985)
Money Market
Purchases (356 transactions) 19,316,269 19,316,269 - - -
Sales (401 transactions) 8,257,656 - 8,257,656 8,257,656 -
</TABLE>
*For distributions in kind, selling price represents the fair market value at
the date of distribution.
14
<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, 2000 /s/ Stephen J. Chapko
----------------------------------
Stephen J. Chapko
Secretary of the Plan Administration
Committee
