AVNET INC
8-K, 2000-10-31
ELECTRONIC PARTS & EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   F O R M 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported): October 26, 2000 (No. 2)


                                A V N E T, I N C.
                                -----------------
             (Exact name of registrant as specified in its charter)


                                    New York
                                    --------
                 (State or other jurisdiction of incorporation)


                1-4224                                   11-1890605
        ------------------------            ------------------------------------
        (Commission File Number)            (I.R.S. Employer Identification No.)


        2211 South 47th Street, Phoenix, Arizona                  85034
        ----------------------------------------                ----------
        (Address of principal executive offices)                (Zip Code)


                                 (602) 643-2000
                                 --------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)




<PAGE>



Item 5.  Other Events and Regulation FD Disclosure.

     On  October  26,  2000,  the  Registrant  sold  an  additional  $50,000,000
aggregate  principal  amount of its 8.20%  Notes due 2003 (the  "Notes"),  in an
underwritten public offering pursuant to the Registrant's Registration Statement
on Form S-3, Registration No. 333-39530 (the "Registration Statement").

Item 7.  Financial Statement and Exhibits.

     (c) Exhibits:

     The exhibits listed below relate to the Registration Statement:


       Exhibit Number               Description of Exhibit
       --------------              ----------------------

            1            Pricing  Agreement dated October 26, 2000,  between the
                         Registrant  and Merrill Lynch,  Pierce,  Fenner & Smith
                         Incorporated  (included in Exhibit 4.2 below as Exhibit
                         B thereto).

            4.1          Indenture  dated as of  October 1,  2000,  between  the
                         Registrant  and  Bank  One  Trust  Company,   N.A.,  as
                         Trustee,  providing for the issuance of Debt Securities
                         in one or more  series,  filed  as  Exhibit  4.1 to the
                         Registrant's  Current  Report on Form 8-K bearing cover
                         date of October 12, 2000,  and  incorporated  herein by
                         reference.

            4.2          Officers' Certificate dated October 27, 2000, providing
                         for  the  additional  $50,000,000  aggregate  principal
                         amount  of the  Notes,  including  (a) the  form of the
                         additional   Notes,  and  (b)  the  Pricing   Agreement
                         referred to in Exhibit 1 above.

            5            Opinion of David R. Birk with  respect to the  legality
                         of the additional Notes.



                                       2



<PAGE>


                                    SIGNATURE

     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 thereunto duly authorized.

                                                     AVNET, INC.



Date: October 31, 2000                      By: /s/ Raymond Sadowski
                                                --------------------------------
                                                    Raymond Sadowski
                                                    Senior Vice President and
                                                       Chief Financial Officer





                                       3



<PAGE>


                                  EXHIBIT INDEX

   Exhibit Number                    Description of Exhibit
   --------------                    ----------------------

       1                 Pricing  Agreement dated October 26, 2000,  between the
                         Registrant  and Merrill Lynch,  Pierce,  Fenner & Smith
                         Incorporated  (included in Exhibit 4.2 below as Exhibit
                         B thereto).

       4.1               Indenture  dated as of  October 1,  2000,  between  the
                         Registrant  and  Bank  One  Trust  Company,   N.A.,  as
                         Trustee,  providing for the issuance of Debt Securities
                         in one or more  series,  filed  as  Exhibit  4.1 to the
                         Registrant's  Current  Report on Form 8-K bearing cover
                         date of October 12, 2000,  and  incorporated  herein by
                         reference.

       4.2               Officers' Certificate dated October 27, 2000, providing
                         for  the  additional  $50,000,000  aggregate  principal
                         amount  of the  Notes,  including  (a) the  form of the
                         additional   Notes,  and  (b)  the  Pricing   Agreement
                         referred to in Exhibit 1 above.

       5                 Opinion of David R. Birk with  respect to the  legality
                         of the additional Notes.




                                       4




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