8-K 1 y46365e8-k.txt ARROW ELECTRONICS 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 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): FEBRUARY 15, 2001 ARROW ELECTRONICS, INC. (Exact Name of Registrant as Specified in Charter) NEW YORK 1-4482 11-1806155 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 25 HUB DRIVE, MELVILLE, NEW YORK 11747 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 391-1300 N/A (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events. On February 21, 2001, Arrow Electronics, Inc. ("Arrow") completed an offering of $1,325,000,000 aggregate principal amount at maturity of its zero coupon convertible senior debentures due 2021 (the "Debentures"). The Debentures were issued pursuant to the indenture dated January 15, 1997 between Arrow and The Bank of New York (as successor to Bank of Montreal Trust Company), as trustee, as supplemented by the supplemental indenture dated February 21, 2001 (the "Supplemental Indenture") between Arrow and The Bank of New York, as trustee, relating to the issuance of the Debentures. The Supplemental Indenture is attached as Exhibit 4.2 to this report and incorporated by reference under this Item 5. In connection with the offering and sale of the Debentures, Arrow entered into an underwriting agreement dated February 15, 2001 (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Robertson Stephens, Inc. The Underwriting Agreement is attached as Exhibit 1.4 to this report and incorporated by reference under this Item 5. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits:
Exhibit Description ------- ----------- 1.4 Underwriting Agreement between Arrow Electronics, Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Robertson Stephens, Inc. 4.2 Supplemental Indenture between Arrow Electronics, Inc. and The Bank of New York, as trustee
3 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. ARROW ELECTRONICS, INC. Date: March 12, 2001 By: /s/ Robert E. Klatell --------------------------------- Name: Robert E. Klatell Title: Executive Vice President 4 EXHIBIT INDEX The following exhibits are filed herewith:
Exhibit Description 1.4 Underwriting Agreement between Arrow Electronics, Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Robertson Stephens, Inc. 4.2 Supplemental Indenture between Arrow Electronics, Inc. and The Bank of New York, as trustee