-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SocoK1mPVmKJvdRa3wD7OVO9M75w8Lx6Ab3eKKoW89CDrznlSetepFCWgoYBKFFv TMqNI602qRNxVgSC1ewefQ== 0000007536-96-000007.txt : 19960627 0000007536-96-000007.hdr.sgml : 19960627 ACCESSION NUMBER: 0000007536-96-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951002 FILED AS OF DATE: 19960626 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: 96586282 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 period January 1, 1995 through October 2, 1995: 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 merged the Anthem Electronics, Inc. Salary Savings Plan with the Arrow Electronics Savings Plan effective September 1, 1995 and completed the transfer of assets to the Arrow Electronics Savings Plan on October 2, 1995, the liquidation date. Upon merger of the Plan, participants became fully vested in their accounts. Item 2. Changes in investment policy No material changes occurred during the period January 1, 1995 through October 2, 1995 in respect to the nature of the investment policies in which funds held under the Plan were invested. Page 1 of 17 Item 3. Contributions under the Plan Anthem Electronics, Inc. made 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 1,148 participating employees at October 2, 1995. Item 5. Custodian of investments The custodian of Plan assets was 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 period from January 1 through October 2, 1995, the Plan did not pay Fidelity any compensation as custodian of investments as all Trustee fees are paid by the Company. Item 6. Reports to participating employees Participants receive quarterly reports from the Trustee summarizing the transactions and market value changes. Item 7. Investment of funds No brokerage fees were paid to Fidelity or any other party on behalf of the Plan. Item 8. Financial statements and exhibits (a) Financial statements - Audited financial statements of the Anthem Electronics, Inc. Salary Savings Plan as of October 2, 1995 (liquidation basis) and December 31, 1994 (ongoing basis) and for the period from January 1 through October 2, 1995 (liquidation basis) and for the year ended December 31, 1994 (ongoing basis). Page 2 of 17 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 21, 1996 By s/Paul J. Reilly - -------------------- -------------------------- Paul J. Reilly Vice President and Corporate Controller Page 3 of 17 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the use of our name on our report, dated June 11, 1996, with respect to the financial statements and schedules of the Anthem Electronics, Inc. Salary Savings Plan for the period from January 1 through October 2, 1995, and for the year ended December 31, 1994, 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 11, 1996 Page 4 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN FINANCIAL STATEMENTS IN LIQUIDATION OCTOBER 2, 1995 AND DECEMBER 31, 1994 Page 5 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN Financial Statements in Liquidation and Form 5500 Supplemental Schedule G October 2, 1995 and December 31, 1994 Table of Contents Independent Accountants Report . . . . . . . . . . . . . . . . 7 Financial Statements: Statements of Net Assets Available for Plan Benefits in Liquidation 9 Statements of Changes in Net Assets Available for Plan Benefits in Liquidation 10 Notes to Financial Statements in Liquidation . . . . . . . . . 12 Form 5500 Supplemental Schedule G for the period January 1, 1995 through October 2, 1995 . . . . . . . . . . . . . . . . . . . 16 27d, Part V - Schedule of Reportable Transactions Page 6 of 17 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 in liquidation of the Anthem Electronics, Inc. Salary Savings Plan (the Plan) as of October 2, 1995 (liquidation basis) and December 31, 1994 (ongoing basis), and the related statements of changes in net assets available for plan benefits in liquidation for the period January 1, 1995 through October 2, 1995 (liquidation basis), and year ended December 31, 1994 (ongoing basis). 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 reasonableassurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures 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. As further discussed in Note 1 to the financial statements, the Board of Directors of Arrow Electronics, Inc., the Plan sponsor, approved the merger of the Plan with the Arrow Electronics Savings Plan. In accordance with generally accepted accounting principles, the Plan has changed its basis of accounting used to determine the amounts at which investments are stated, from the ongoing basis used in the 1994 financial statements to the liquidation basis used in presenting the 1995 financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits in liquidation of the Plan as of October 2, 1995 and December 31, 1994, and the changes in net assets available for plan benefits in liquidation for the period January 1, 1995 through October 2, 1995 and year ended December 31, 1994, respectively, in conformity with generally accepted accounting principles. Page 7 of 16 The supplemental information included in Schedule G - Financial Schedules (IRS Form 5500) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supple- mentary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. MOHLER, NIXON & WILLIAMS Accountancy Corporation Campbell, California June 11, 1996 Page 8 of 16 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION October 2, December 31, 1995 1994 (liquidation basis) (ongoing basis) ------------------- --------------- Investments, at contract value $ - $2,241,523 Investments, at fair value - 12,693,573 Cash and cash equivalents - 810,910 ----------- --------------- Assets held for investment purposes - 15,746,006 Employer contribution receivable - 180,980 ----------- --------------- Net assets available for plan benefits $ - $15,926,986 =========== =============== See independent accountants' report and accompanying notes to financial statements. Page 9 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION For the period January 1, 1995 through October 2, 1995 and year ended December 31, 1994
Fidelity Management Trust Company ------------------------------------------------------------------------------------------------------- Money Intermediate Equity Growth Managed Subtotal Market Bond Puritan Income Magellan Company Income Fidelity Fund Fund Fund Fund Fund Fund Fund Funds ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------- 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 $12,201,214 ---------- --------- ---------- ---------- ---------- --------- ---------- ----------- Employer's contribution 91,066 25,457 73,278 68,055 140,954 54,717 71,413 524,940 Participants' contrib- utions/rollover 124,125 195,171 350,997 275,599 802,192 316,543 248,758 2,313,385 Withdrawals/distributions (44,736) (87,935) (147,672) (114,235) (422,159) (119,138) (490,520) (1,426,395) Dividends and interest 22,151 54,314 144,522 229,302 154,332 46,386 127,306 778,313 Net appreciation (deprec- iation) in fair value of investments (72,119) (113,741) (221,871) (229,751) (70,300) (707,782) Net loan activities (640) (12,265) (28,143) (16,839) (25,890) 1,179 (13,035) (95,633) Transfers in/out 155,013 (227,866) (75,191) (89,254) (131,090) (30,617) (181,934) (580,939) ---------- ---------- ---------- ---------- ---------- ----------- ---------- ----------- Increase (decrease) in net assets 346,979 (125,243) 204,050 130,757 288,588 198,770 (238,012) 805,889 ---------- ---------- ---------- ---------- ---------- ----------- ---------- ----------- Net assets available for plan benefits at December 31, 1994 (ongoing basis) 810,910 722,015 1,811,127 2,391,096 3,841,924 1,188,508 2,241,523 13,007,103 ---------- --------- ---------- ---------- ---------- ---------- --------- ----------- Employer's contribution 122,646 48,428 96,913 90,525 185,023 77,332 72,452 693,319 Participants' contrib- utions/rollover 74,310 104,670 225,894 206,201 456,714 204,556 153,766 1,426,111 Withdrawals/distributions (180,474) (34,143) (239,002) (333,739) (687,153) (210,008) (221,932) (1,906,451) Dividends and interest 36,090 38,132 53,500 85,691 18,997 110,679 343,089 Net appreciation in fair value of investments 30,715 255,268 537,803 1,476,924 503,324 2,804,034 Net loan activities 649 (456) (13,160) (20,640) (6,394) (4,987) (6,271) (51,259) Transfers in/out 387,057 6,373 (423,115) 804,431 1,860,053 (326,804) 143,581 2,451,576 Transfer to Arrow Electronics, Inc. Savings Plan (1,251,188) (915,734) (1,767,425) (3,761,368) (7,146,088) (1,431,921) (2,493,798) (18,767,522) ---------- --------- ---------- ---------- ----------- ----------- ----------- ------------ Decrease in net assets (810,910) (722,015) (1,811,127) (2,391,096) (3,841,924) (1,188,508) (2,241,523) (13,007,103) ---------- --------- ---------- ---------- ----------- ----------- ----------- ------------ Net assets available for plan benefits at October 2, 1995 (liquidation basis) $ - $ - $ - $ - $ - $ - $ - $ - ========== ========= ========== ========== =========== ============ =========== ============
See independent accountants' report and accompanying notes to financial statements. Page 10 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS IN LIQUIDATION For the period January 1, 1995 through October 2, 1995 and year ended December 31, 1994
Subtotal Anthem Arrow Employer Fidelity Stock Stock Participant Contribution Funds Fund Fund Loans Receivable Total ----------- ---------- -------- ----------- ---------- ----------- Net assets available for plan benefits at December 31, 1993 $12,201,214 $1,426,335 - $ 195,916 - $13,823,465 ----------- ---------- -------- ---------- ---------- ----------- Employer's contribution 524,940 63,037 $ 180,980 768,957 Participants' contributions/rollover 2,313,385 250,286 $29,760 2,593,431 Withdrawals/distributions (1,426,395) (133,934) (9,125) (66,869) (1,636,323) Dividends and interest 778,313 990 86 779,389 - Net appreciation (depreciation) in fair value of investments (707,782) 275,047 30,802 (401,933) Net loan activities (95,633) (27,325) (2,283) 125,241 - Transfers in/out (580,939) (1,854,436) 2,435,375 - - ---------- ----------- --------- --------- ---------- ----------- Increase (decrease) in net assets 805,889 (1,426,335) 2,484,615 58,372 180,980 2,103,521 ---------- ----------- --------- --------- ---------- ----------- Net assets available for plan benefits at December 31, 1994 (ongoing basis) 13,007,103 2,484,615 254,288 180,980 15,926,986 ----------- ----------- --------- --------- ---------- ----------- Employer's contribution 693,319 68,820 (180,980) 581,159 Participants' contributions/ rollover 1,426,111 163,057 1,589,168 Withdrawals/distributions (1,906,451) (235,636) (1,910) (2,143,997) Dividends and interest 343,089 1,307 10,391 354,787 Net appreciation in fair value of investments 2,804,034 1,009,289 3,813,323 Net loan activities (51,259) 406 50,853 - Transfers in/out 2,451,576 (2,441,185) (10,391) - Transfer to Arrow Electronics, Inc. Savings Plan (18,767,522) (1,050,673) (303,231) (20,121,426) ------------ ---------- ----------- --------- --------- ------------ Decrease in net assets (13,007,103) - (2,484,615) (254,288) (180,980) (15,926,986) ------------ ---------- ----------- --------- --------- ------------ Net assets available for plan benefits at October 2, 1995 (liquidation basis) $ - $ - $ - $ - $ - $ - ============ ========== =========== ========= ======== ===========
See independent accountants' report and accompanying notes to financial statements. Page 11 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS IN LIQUIDATION October 2, 1995 and December 31, 1994 Note 1 - The Plan and its significant accounting policies: The following description of the Anthem Electronics, Inc. (the Company or Anthem) Salary Savings Plan (the Plan) provides only general information. Participants shouldrefer to the Plan agreement for a more complete description of the Plan's provisions. The Plan was a defined contribution plan which was established in 1986 by the Company to provide benefits to eligible employees. The Plan covered all full-time employees of the Company who had a minimum of six months of service and were age 21 or older. During 1994, Anthem merged with Arrow Electronics, Inc. (Arrow). All Anthem stock was exchanged for Arrow stock (see Note 4) 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). In connection with the merger of Anthem and Arrow, the Board of Directors of Arrow approved the merger of the Anthem Electronics, Inc. Salary Savings Plan with the Arrow Electronics Savings Plan effective September 1, 1995. The transfer of Plan assets was completed by October 2, 1995. Accordingly, the financial statements of the Plan for the period January 1, 1995 through October 2, 1995 have been accounted for on the liquidation basis. The Plan administrator believes that the Plan was designed and was 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 appointed an Administrative Committee (the Committee) to control the operation and administration of the Plan. A third-party administrator, appointed by the Committee, processed and maintained the records of participant data. The Company contracted with Fidelity Management Trust Company (Fidelity) to act as the trustee. Substantially all expenses incurred for administering the Plan were paid by the Company. Page 12 of 17 Investments - Investments of the Plan were held by Fidelity and invested in Fidelity mutual funds, guaranteed investment contracts, and money market accounts as well as Arrow common stock (see Note 4) based solely upon instructions received from participants. Plan assets were 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. Vesting - Participants were immediately vested in their salary deferral and rollover contributions and related earnings. A participant was fully vested in the employer's matching contribution allocated to their account after five years of credited service. Upon merger of the Plan, participants became fully vested in the employer s matching contributions allocated to their account. Income taxes - The Plan applied for and received a favorable determination letter dated March 13, 1995. The Plan administrator believes the Plan qualified under the applicable requirements of the Internal Revenue Code and related state statutes, and was exempt from federal income and state franchise taxes. Risks and uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affected the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note 2 - Participation and benefits: Employee contributions - Participants could 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 elected to have the Company contribute a portion of their compensation to the Plan agreed to accept an equivalent reduction in taxable compensation. Contributions withheld were invested in accordance with the participant's direction and were allocated in 1% increments. Participants were also allowed to make rollover contributions of amounts received from other qualified employer-sponsored retirement plans. Such contributions were deposited in the appropriate investment funds in accordance with the participant s direction and the Plan s provisions. Page 13 of 17 Employer contributions - The Company was allowed to make matching contributions as defined in the Plan and as approved by the Board of Directors. The Company matched 50% of each participant s contribution up to a maximum of 6% of the participant's compensation. Matching contributions were reduced by the amount of forfeitures for the period. Participant accounts - Each participant's account was credited with the participant's contrib- ution, Plan earnings and an allocation of the Company's contribution, if any. Allocations of the Company contributions were based on participant contributions r account balances, as defined in the Plan. Payment of benefits - Upon termination, the participant or beneficiary would receive the benefits in a lump-sum amount equal to the value of the participant's vested interest in his or her account, or by monthly installments over a specified period. Loans to participants - The Plan allowed participants to borrow not less than $1,000 and up to the lesser of $50,000 or 50% of their vested account balance. The loans were secured by the participant's vested balance. Interest on loans was at the available market financing rates and was to be repaid to the Plan within a five year period, unless the loan was used for the purchase of a residence in which case the maximum repayment period was 15 years. The specific terms and conditions of such loans were established by the Plan administrator. Page 14 of 17 Note 3 - Investments: The following table includes the contract or fair values of investments and investment funds that represented 5% or more of the Plan's net assets at: October 2, December 31, 1995 1994 ---------- ------------ Money Market Fund $ 810,910 Intermediate Bond Fund 722,015 Puritan Fund 1,811,127 Equity Income Fund 2,391,096 Magellan Fund 3,841,924 Growth Company Fund 1,188,508 Managed Income Fund 2,241,523 Anthem Stock Fund - Arrow Stock Fund 2,484,615 Participant Loans 254,288 ---------- ----------- Total investments at contract or fair value $ - $15,746,006 ========== =========== Note 4 - Party in interest transactions: As allowed by the Plan, participants could 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 Arrow Electronics, Inc. at December 31, 1994 was as follows: Date Number of shares Fair value Cost ------- ---------------- ---------- ---------- 1994 69,258 $2,484,615 $2,453,261 Page 15 of 17 ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN FORM 5500 SUPPLEMENTAL SCHEDULE OCTOBER 2, 1995 Page 16 of 17
ANTHEM ELECTRONICS, INC. SALARY SAVINGS PLAN E.I.N.: 95-2550381 Plan #: 1 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the period January 1, 1995 through October 2, 1995 -------------------------------------------------------------------- (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 $732,898 $ 732,898 $ 732,898 $ - Money Market Fund Money Market Fund $1,543,808 1,543,808 1,543,808 - Intermediate Bond Fund Mutual Fund 321,722 321,722 321,722 - Intermediate Bond Fund Mutual Fund 1,074,452 1,078,800 1,074,452 (4,348) Puritan Fund Mutual Fund 865,273 865,273 865,273 - Puritan Fund Mutual Fund 2,931,668 2,716,611 2,931,668 215,057 Equity Income Fund Mutual Fund 1,341,709 1,341,709 1,341,709 - Equity Income Fund Mutual Fund 4,270,608 3,566,436 4,270,608 704,172 Magellan Fund Mutual Fund 2,864,112 2,864,112 2,864,112 - Magellan Fund Mutual Fund 8,182,960 6,699,607 8,182,960 1,483,353 Growth Company Fund Mutual Fund 618,135 618,135 618,135 - Growth Company Fund Mutual Fund 2,309,967 1,790,834 2,309,967 519,133 Managed Income Fund Mutual Fund 992,308 992,308 992,308 - Managed Income Fund Mutual Fund 3,233,831 3,233,831 3,233,831 - * Arrow Stock Employer Securities 279,927 279,927 279,927 - * Arrow Stock Employer Securities 3,773,830 2,733,188 3,773,830 1,040,642 * Parties-in-interest
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