<PAGE>
______________________________________________________________________________
As filed with the Securities and Exchange Commission on December 20, 2000.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 20, 2000 (October 10, 2000)
Date of Report (Date of earliest event reported)
KENT ELECTRONICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS 0-14643 74-1763541
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Address of Principal Executive Offices) (Zip Code)
(281) 243-4000
(Registrant's telephone number,
including area code)
______________________________________________________________________________
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements and Exhibits.
(b) This form 8-K/A is being filed to include the pro forma financial
information omitted from the current report on Form 8-K filed on
October 10, 2000.
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The Company's historical consolidated financial statements as of and for
the twenty-six weeks ended September 30, 2000 reflect the Company's
investment in K*TEC as a discontinued operation.
The following unaudited pro forma consolidated statements of earnings set
forth the results of continuing operations of the Company for the fiscal
year ended April 1, 2000, and the twenty-six weeks ended September 30,
2000, as if the sale of K*TEC had occurred at the beginning of the
respective periods presented. The following unaudited pro forma
consolidated balance sheet sets forth the financial position of the Company
as if the sale of K*TEC had occurred on September 30, 2000.
The pro forma information is based upon the historical consolidated
financial statements of the Company and all material adjustments necessary
to the historical financial statements to reflect the sale of K*TEC.
However, interest income was not adjusted to reflect the impact of
proceeds, including notes receivable, from the transaction. Additionally,
corporate and shared general and administrative costs of the Company were
not allocated to K*TEC.
The pro forma financial information is not necessarily indicative of the
results that actually would have occurred had the sale of K*TEC been in
effect on the dates and for the periods indicated or that may be obtained
in the future. The pro forma financial information should be read in
connection with the financial statements included in the Company's Form
10-K for the fiscal year ended April 1, 2000 and in the Company's Form 10-Q
for the fiscal quarter ended September 30, 2000.
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, 2000
----------------------------------------
Pro Forma
Historical Adjustments1 Pro Forma
----------- ------------- ----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 74,162 $ 175,000 $249,162
Accounts receivable, net 180,909 --- 180,909
Inventories 118,048 --- 118,048
Net assets of discontinued operations 195,164 (195,164) ---
Other 8,792 68,164 76,956
-------- --------- --------
Total current assets 577,075 48,000 625,075
PROPERTY AND EQUIPMENT, NET 53,097 --- 53,097
OTHER ASSETS 16,344 --- 16,344
COST IN EXCESS OF NET ASSETS ACQUIRED,
Less accumulated amortization of $6,568
at September 30 101,772 --- 101,772
-------- --------- --------
Total assets $748,288 $ 48,000 $796,288
======== ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 98,842 $ --- $ 98,842
Other accrued liabilities 41,505 18,000 59,505
Income taxes 4,323 12,000 16,323
Current maturities of long-term debt 4,000 --- 4,000
-------- --------- --------
Total current liabilities 148,670 30,000 178,670
LONG-TERM DEBT, less current maturities 212,000 --- 212,000
DEFERRED INCOME TAXES 11,874 --- 11,874
LONG-TERM LIABILITIES 7,061 --- 7,061
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value per share;
authorized 2,000,000 shares; none issued --- --- ---
Common stock, no par value; authorized
60,000,000 shares; 28,592,853 shares issued
and 28,542,853 shares outstanding at
September 30 74,035 --- 74,035
Additional paid-in capital 117,908 --- 117,908
Retained earnings 177,717 18,000 195,717
-------- --------- --------
369,660 18,000 387,660
Less common stock in treasury - at cost,
50,000 shares (977) --- (977)
-------- --------- --------
368,683 18,000 386,683
-------- --------- --------
Total liabilities and stockholders' equity $748,288 $ 48,000 $796,288
======== ========= ========
</TABLE>
The accompanying notes are an integral part of this pro forma
financial statement.
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KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended September 30, 2000
-------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
------------- ------------- -----------
<S> <C> <C> <C>
Net sales $454,677 $ --- $454,677
Cost of sales 360,473 --- 360,473
-------- ------------- --------
Gross profit 94,204 --- 94,204
Selling, general and
administrative expenses 70,476 --- 70,476
-------- ------------- --------
Operating profit 23,728 --- 23,728
Other income (expense)
Interest expense (5,385) --- (5,385)
Other - net 2,841 --- 2,841
-------- ------------- --------
Earnings from continuing operations
before income taxes 21,184 --- 21,184
Income taxes 8,472 --- 8,472
-------- ------------- --------
Earnings from continuing operations $ 12,712 $ --- $ 12,712
======== ============= ========
Earnings per common share from
continuing operations:
Basic $.45 $ --- $.45
======== ============= ========
Diluted $.43 $ --- $.43
======== ============= ========
Weighted average shares:
Basic 28,446 28,446 28,446
======== ============= ========
Diluted 29,636 29,636 29,636
======== ============= ========
</TABLE>
The accompanying notes are an integral part of this pro forma
financial statement.
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Fiscal Year Ended April 1, 2000
----------------------------------------
Pro Forma
Historical Adjustments2 Pro Forma
----------- ------------- ----------
<S> <C> <C> <C>
Net sales $993,938 $(251,101) $742,837
Cost of sales 824,694 (238,156) 586,538
-------- --------- --------
Gross profit 169,244 (12,945) 156,299
Selling, general and
administrative expenses 134,310 (12,017) 122,293
-------- --------- --------
Operating profit 34,934 (928) 34,006
Other income (expense)
Interest expense (10,470) -- (10,470)
Other - net 5,579 -- 5,579
-------- --------- --------
Earnings before income taxes 30,043 (928) 29,115
Income taxes 11,792 (100) 11,692
-------- --------- --------
Net earnings $ 18,251 $ (828) $ 17,423
======== ========= ========
Earnings per common share:
Basic $.65 $ (.03) $.62
======== ========= ========
Diluted $.63 $ (.03) $.60
======== ========= ========
Weighted average shares:
Basic 28,062 28,062 28,062
======== ========= ========
Diluted 28,888 28,888 28,888
======== ========= ========
</TABLE>
The accompanying notes are an integral part of this pro forma
financial statement.
<PAGE>
KENT ELECTRONICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. Adjustment to record the proceeds, including notes receivable recorded as
other current assets, collected from the sale of K*TEC, to eliminate the net
assets of K*TEC held for sale as of September 30, 2000, and to accrue
estimated liabilities associated with the transaction.
2. Adjustment to eliminate the results of K*TEC for the fiscal year ended
April 1, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 20, 2000 KENT ELECTRONICS CORPORATION
By: /s/ Stephen J. Chapko
------------------------
Stephen J. Chapko
Chief Financial Officer
