-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Kzz6b3ejRPcfB6SYKcnPBtELIbohfwZVTDC/e/2dwOJgcoPSlZGpcEVH4Ys26yoR 9q9hB78jiAqYcMIPA4GYwA== 0000007536-95-000006.txt : 199507030000007536-95-000006.hdr.sgml : 19950703 ACCESSION NUMBER: 0000007536-95-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04482 FILM NUMBER: 95551213 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994: A. Full title of Plan: Anthem Electronics, Inc. Salary Savings Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: Arrow Electronics, Inc. 25 Hub Drive Melville, NY 11747 Item 1. Changes in the Plan During 1994, the Plan sponsor merged with Arrow Electronics, Inc. (Arrow) under the provisions of the Agreement and Plan of Merger by and among Arrow Electronics, Inc., MTA Acquisition Company and Anthem Electronics, Inc. dated September 21, 1994. In connection with this merger, on December 8, 1994, each share of Anthem Electronics, Inc. common stock held by the Plan was exchanged for .875 shares of Arrow Electronics, Inc. common stock. In connection with this merger, Arrow has decided to terminate the Anthem Electronics, Inc. Salary Savings Plan as of August 31, 1995 and to transfer the assets to the Arrow Electronics, Inc. Savings Plan effective September 1, 1995. Upon termination of the Plan, participants will become fully vested in their accounts. Item 2. Changes in investment policy No material changes occurred during the 1994 fiscal year in respect to the nature of the investment policies in which funds held under the Plan were invested. Page 1 of 18 Item 3. Contributions under the Plan Anthem Electronics, Inc. makes matching cash contributions to the Plan. The Company's contributions are allocated ratably among participants based upon the participant's contributions to the Plan. For purposes of allocation of benefits, participant contributions in excess of 6% of annual compensation are excluded. Item 4. Participating employees The Plan had 597 participating employees at December 31, 1994. Item 5. Administration of the Plan During 1994, the Plan was administrated by a committee comprising employees of Anthem Electronics, Inc. No person received compensation from the Plan in the role of administrative committee member. Name of Position held committee member with issuer Address Robert S. Throop Chief Executive Officer 1160 Ridder Park Drive San Jose, CA 95131 Wayne B. Snyder Senior Vice President and 1160 Ridder Park Drive Chief Financial Officer San Jose, CA 95131 Robert E. Lyon Vice President Human 1160 Ridder Park Drive Resources San Jose, CA 95131 Item 6. Custodian of investments The custodian of Plan assets is Fidelity Management Trust Company (Fidelity or the Trustee) located at 82 Devenshire Street, Boston, MA 02109. Fidelity is a Massachusetts Trust Company registered under the Investment Company Act of 1934. During the year ended December 31, 1994, the Plan did not pay Fidelity any compensation as custodian of investments as all Trustee fees are paid by the Company. Item 7. Reports to participating employees Participants receive quarterly reports from the Trustee summarizing the transactions and market value changes. Page 2 of 18 Item 8. Investment of funds No brokerage fees were paid to Fidelity or any other party on behalf of the Plan. Item 9. Financial statements and exhibits (a) Financial statements - Audited financial statements of the Anthem Electronics, Inc. Salary Savings Plan as of and for the years ended December 31, 1994 and 1993. (b) Exhibit 1 - Agreement and Plan of Merger, Dated as of September 21, 1994, By and Among Arrow Electronics, Inc., MTA Acquisition Company and Anthem Electronics, Inc. (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form S-4, Commission File No. 35-54413) (d) Exhibit 2 - Consent of Independent Accountants SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN Date June 28, 1995 By /s/ Robert S. Throop Robert S. Throop Chief Executive Officer Page 3 of 18 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the use of our name on our report, dated May 15, 1995, with respect to the financial statements and schedules of the Anthem Electronics, Inc. Salary Savings Plan for the years ended December 31, 1994 and 1993, included in the Annual Report on Form 11-K which is filed electronically with the Securities and Exchange Commission. MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California June 26, 1995 Page 4 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 1994 AND 1993 Page 5 of 18 To the Participants and Plan Administrator of the Anthem Electronics, Inc. Salary Savings Plan INDEPENDENT ACCOUNTANTS' REPORT We have audited the accompanying statements of net assets available for plan benefits of Anthem Electronics, Inc. Salary Savings Plan (the Plan) as of December 31, 1994 and 1993, 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 audit 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, 1994 and 1993, 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 1994, (2) loans or fixed obligations and (3) reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Page 6 of 18 The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California May 15, 1995 Page 7 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 1993 Investments, at contract value $ 2,241,523 $ 2,479,535 Investments, at fair value 12,693,573 10,879,999 Cash and cash equivalents 810,910 463,931 Assets held for investment purposes 15,746,006 13,823,465 Employer contribution receivable 180,980 - Net assets available for plan benefits $ 15,926,986 $13,823,465
See independent accountants' report and accompanying notes to financial statements. Page 8 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31, 1994 and 1993 Fidelity Management Trust Company Money Intermediate Equity Growth Managed Anthem Market Bond Puritan Income Magellan Company Income Stock Fund Fund Fund Fund Fund Fund Fund Fund Net assets available for plan benefits at December 31, 1992 $488,599 $705,896 $820,343 $1,642,791 $2,129,554 $767,500 $2,451,366 $1,385,804 Employer's contribution 36,971 44,272 85,227 94,929 188,550 70,984 115,346 76,291 Participants' contributions/rollover 110,111 135,473 270,645 278,838 654,968 227,625 338,242 233,105 Withdrawals/distributions (41,814) (58,749) (65,675) (136,239) (195,441) (63,618) (173,442) (238,957) Dividends and interest 15,849 60,192 161,538 82,005 307,558 90,469 148,528 2,591 Net appreciation (depreciation) in fair value of investments 23,259 47,708 292,812 279,555 39,369 (319,589) Net loan activities (4,748) 969 688 (802) (3,321) 14,313 7,890 1,221 Transfers in/out (141,037) (64,054) 286,603 6,005 191,913 (156,904) (408,395) 285,869 Increase (decrease) in net assets (24,668) 141,362 786,734 617,548 1,423,782 222,238 28,169 40,531 Net assets available for plan benefits at December 31, 1993 463,931 847,258 1,607,077 2,260,339 3,553,336 989,738 2,479,535 1,426,335 Employer's contribution 91,066 25,457 73,278 68,055 140,954 54,717 71,413 63,037 Participants' contributions/rollover 124,125 195,171 350,997 275,599 802,192 316,543 248,758 250,286 Withdrawals/distributions (44,736) (87,935) (147,672) (114,235) (422,159) (119,138) (490,520) (133,934) Dividends and interest 22,151 54,314 144,522 229,302 154,332 46,386 127,306 990 Net appreciation (depreciation) in fair value of investments (72,119) (113,741) (221,871) (229,751) (70,300) 275,047 Net loan activities (640) (12,265) (28,143) (16,839) (25,890) 1,179 (13,035) (27,325) Transfers in/out 155,013 (227,866) (75,191) (89,254) (131,090) (30,617) (181,934) (1,854,436) Increase (decrease) in net assets 346,979 (125,243) 204,050 130,757 288,588 198,770 (238,012) (1,426,335) Net assets available for plan benefits at December 31, 1994 $810,910 $722,015 $1,811,127 $2,391,096 $3,841,924 $1,188,508 $2,241,523 $ -
See independent accountants' report and accompanying notes to financial statements. Page 9 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONT'D) For the years ended December 31, 1994 and 1993 Arrow Employer Stock Participant Contribution Fund Loans Receivable Total Net assets available for plan benefits at December 31, 1992 $246,970 $10,638,823 Employer's Contribution 712,570 Participant's contributions/rollover 2,249,007 Withdrawals/distribution (34,844) (1,008,779) Dividends and interest 868,730 Net appreciation (depreciation) in fair value of investments 363,114 Net loan activities (16,210) Transfers in/out - Increase (decrease) in net assets (51,054) 3,184,642 Net assets available for plan benefits at December 31, 1993 195,916 13,823,465 Employer's contribution $180,980 768,957 Participants' contributions/rollover $29,760 2,593,431 Withdrawals/distributions (9,125) (66,869) (1,636,323) Dividends and interest 86 779,389 Net appreciation (depreciation) in fair value of investments 30,802 (401) Net loan activities (2,283) 125,241 Transfers in/out 2,435,375 Increase (decrease) in net assets 2,484,615 58,372 180,980 2,103,521 Net assets available for plan benefits at December 31, 1994 2,484,615 254,288 180,980 15,926,986
See independent accountants' report and accompanying notes to financial statements. Page 10 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1994 and 1993 Note 1 - The Plan and its significant accounting policies: The following description of the Anthem Electronics, Inc. Salary Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan covering all full-time employees of Anthem Electronics, Inc. (the Company or Anthem) who have a minimum of six months of service and are age 21 or older. During 1994 Anthem merged with Arrow Electronics, Inc. (Arrow). All Anthem stock was exchanged for Arrow stock (see Note 5) according to the provisions of the Agreement and Plan of Merger by and among Arrow Electronics, Inc., MTA Acquisition Company and Anthem Electronics, Inc. dated September 21, 1994 (the Agreement). The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Administration - The Company has appointed an Administrative Committee (the Committee) to control the operation and administration of the Plan. A third-party administrator, appointed by the Committee, processes and maintains the records of participant data. The Company has contracted with Fidelity Management Trust Company (Fidelity) to act as the trustee. All expenses incurred for administering the funds are paid by the Company. Investments - Investments of the Plan are held by Fidelity and invested in Fidelity mutual funds, guaranteed investment contracts, and money market accounts as well as Arrow common stock (see Note 5) based solely upon instructions received from participants. Plan assets are valued at contract or fair value as of the last day of the Plan year, as measured by contract value (purchase price plus interest) or quoted market prices. Page 11 of 18 Vesting - Participants are immediately vested in their voluntary contributions. Vesting in the remainder of their accounts is based on years of continuous service. A participant is fully vested after five years of credited service. Income taxes - The Plan administrator believes the Plan qualifies under the applicable requirements of the Internal Revenue Code and related state statutes and is exempt from federal income and state franchise taxes. Note 2 - Participation and benefits: Employee contributions - Participants may elect to have the Company contribute a percentage, from 1% to 12%, of their pre-tax compensation up to the amount allowable under current income tax regulations. Participants who elect to have the Company contribute a portion of their compensation to the Plan agree to accept an equivalent reduction in taxable compensation. Employer contributions - The Company is allowed to make matching contributions as defined in the Plan and as approved by the Board of Directors. The Company matches 50% of participants contributions up to a maximum participant contribution of 6%. Matching contributions are reduced by the amount of forfeitures for the period. Participant accounts - Each participant's account is credited with the participant's contribution and an allocation of a) the Company's contribution, and b) Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan. Payment of benefits - Upon termination, benefits are paid in full in a lump-sum amount equal to the value of the participant's account, or by monthly installments over a specified period. Page 12 of 18 Loans to participants - The Plan allows participants to borrow up to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the participant's vested balance. Such loans bear interest at the available market financing rates and must be repaid to the Plan within a five year period, unless the loan is used for the purchase of a residence in which case the maximum repayment period is 15 years. The specific terms and conditions of such loans are established by the Plan administrator. Note 3 - Plan obligations: Included in net assets available for Plan benefits at December 31, 1993 are benefits due to terminated Plan participants of approximately $10,000. Note 4 - Investments: The following table presents the contract or fair values of investments and investment funds that represent 5% or more of the Plan's net assets at December 31: 1994 1993 Money Market Fund $ 810,910 $ 463,931 Intermediate Bond Fund 722,015 847,258 Puritan Fund 1,811,127 1,607,077 Equity Income Fund 2,391,096 2,260,339 Magellan Fund 3,841,924 3,553,336 Growth Company Fund 1,188,508 989,738 Managed Income Fund 2,241,523 2,479,535 Anthem Stock Fund - 1,426,335 Arrow Stock Fund 2,484,615 - Participant Loans 254,288 195,916 Total investments at contract or fair value $15,746,006 $13,823,465 Page 13 of 18 Note 5 - Party in interest transactions: As allowed by the Plan, participants may elect to invest a portion of their accounts in the common stock of the Company, or subsequent to the merger described in Note 1, in the common stock of Arrow. On December 8, 1994, each share of Anthem Electronics, Inc. common stock held by the Plan was exchanged for .875 shares of Arrow Electronics, Inc. common stock under the provisions of the Agreement. Aggregate investment in the common stock of the respective companies at December 31, 1994 and 1993 was as follows: Date Company Number of shares Fair value Cost 1994 Arrow 69,258 $2,484,615 $2,453,261 1993 Anthem 49,397 1,426,335 1,349,811 Note 6 - Plan termination and/or modification: In connection with the merger of Anthem and Arrow, Arrow has decided to terminate the Anthem Electronics,Inc. Salary Savings Plan as of August 31, 1995 and to transfer the assets to the Arrow Electronics, Inc. Savings Plan effective September 1, 1995. Upon termination of the Plan, participants will become fully vested in their accounts. Page 14 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN FORM 5500 SUPPLEMENTAL SCHEDULES DECEMBER 31, 1994 The following items of Schedule G - Form 5500 are not applicable at December 31, 1994: Item No. Description 27a Part II - Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year 27c Part IV, Schedule of Leases in Default or Classified as Uncollectible 27e Part VI, Schedule of Nonexempt Transactions 27f Part VII, Schedule of Nonexempt Transactions Page 15 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN E.I.N.: 95-2550381 Plan #: 001 ITEM 27a, PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1994 (a) (b) (c) (d) (e) Description of investment including Identity of issue, borrower, maturity date, rate of interest, Current lessor, or similar party collateral, par or maturity value Cost Value Fidelity Management Trust Company: Money Market Fund Money Market Fund $810,910 $810,910 Intermediate Bond Fund Mutual Fund 757,077 722,015 Puritan Fund Mutual Fund 1,851,338 1,811,127 Equity Income Fund Mutual Fund 2,224,728 2,391,096 Magellan Fund Mutual Fund 3,835,495 3,841,924 Growth Company Fund Mutual Fund 1,172,698 1,188,508 Managed Income Fund Investment Contracts 2,241,523 2,241,523 * Arrow Stock Fund Employer Securities 2,453,261 2,484,615 * Participant Loans (7% to 9%) Loan Fund - 254,288 Total assets held for investment purposes $15,746,006
* Parties-in-interest Page 16 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN E.I.N.: 95-2550381 Plan #:001 ITEM 27b, PART III - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS For the year ended December 31, 1994 (a) (b) (c) (d) (e) (f) (g) (h) (i) Detailed description of loan including dates of making and maturity, interest Amount received during Unpaid rate, type and value of collateral, any Original 1994 balance renegotiation of the loan and the terms Amount overdue Identity and address amount at end of the renegotiation and other material of obligor of loan Principal Interest of year items Principal Intere * James Forbes $6,031 $480 $133 $3,935 (1)Date of loan: 05/15/92 $613 $3,3 Interest rate 7.50% Maturity date 05/09/97 * Daniel Tautges 2,635 120 37 2,019 (1)Date of loan: 11/24/92 365 1,6 Interest rate 7.00% Maturity date 11/11/97
* Parties-in-interest (1) These loans are secured by the participant's remaining account balance. Page 17 of 18 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN E.I.N.: 95-2550381 Plan #: 001 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1994 (a) (b) (c) (d) (e) (f) (g) (h) (i) Description of asset Expense Current value (including interest rate incurred of asset on and maturity in case Purchase Selling Lease with Cost of transaction Net gain Identity of party involved of a loan) price price rental transaction asset date or (loss) Fidelity Management Trust Company: Money Market Fund Money Market Fund $576,201 $576,201 $576,201 $ - Money Market Fund Money Market Fund $229,221 229,221 229,221 - Intermediate Bond Fund Mutual Fund 347,159 347,159 347,159 - Intermediate Bond Fund Mutual Fund 400,283 410,484 400,283 (10,201) Puritan Fund Mutual Fund 886,489 886,489 886,489 - Puritan Fund Mutual Fund 568,699 566,157 568,699 2,542 Equity Income Fund Mutual Fund 727,048 727,048 727,048 - Equity Income Fund Mutual Fund 347,420 316,182 347,420 31,238 Magellan Fund Mutual Fund 1,456,234 1,456,234 1,456,234 - Magellan Fund Mutual Fund 937,896 937,510 937,896 386 Growth Company Fund Mutual Fund 533,528 533,528 533,528 - Growth Company Fund Mutual Fund 264,458 253,300 264,458 11,158 Managed Income Fund Investment Contracts 611,605 611,605 611,605 - Managed Income Fund Investment Contracts 849,617 849,617 849,617 - *Anthem Stock Fund Employer Securities 1,353,744 1,353,744 1,353,744 - *Anthem Stock Fund Employer Securities 3,055,126 2,703,556 3,055,126 351,570 *Anthem Stock Fund Employer Securities 2,466,033 2,466,033 2,466,033 - *Anthem Stock Fund Employer Securities 12,221 12,772 12,221 (551)
* Parties-in-interest Page 18 of 18 -----END PRIVACY-ENHANCED MESSAGE-----