-----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, GbjGaq4UYFKlHKygVkfd9LmJy6jbFEmu602j6vuP5YlWipkt09Ip7t8NZOPs+vpS Hgivp+ex4KXd+wkd4z1yaQ== 0000899243-97-001223.txt : 19970630 0000899243-97-001223.hdr.sgml : 19970630 ACCESSION NUMBER: 0000899243-97-001223 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000793024 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 741763541 STATE OF INCORPORATION: TX FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09520 FILM NUMBER: 97632036 BUSINESS ADDRESS: STREET 1: 7433 HARWIN DR CITY: HOUSTON STATE: TX ZIP: 77036-2015 BUSINESS PHONE: 7137807770 MAIL ADDRESS: STREET 1: 7433 HARWIN DRIVE CITY: HOUSTON STATE: TX ZIP: 77036-2015 11-K 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 1996 or / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------- ---------- Commission file number: 0-14643 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office: KENT ELECTRONICS CORPORATION 7433 Harwin Drive Houston, Texas 77036 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 TABLE OF CONTENTS -----------------
Page ---- REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.. 3 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS.................................. 5 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS.................... 6 NOTES TO FINANCIAL STATEMENTS.................... 7 SUPPLEMENTAL SCHEDULES ASSETS HELD FOR INVESTMENT....................... 17 TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF PLAN ASSETS........................... 18
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- To the Plan Committee of the Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust We have audited the accompanying statements of net assets available for plan benefits of the Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (the Plan) as of December 31, 1996 and 1995, 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 audits 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, 1996 and 1995, 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules are presented to comply with the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Houston, Texas May 23, 1997 4 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31,
1996 1995 ----------- ----------- ASSETS Investments: At fair value Cash equivalents $ 337,732 $ 860,441 Corporate stocks 16,431,204 18,796,692 Mutual funds 2,009,434 1,305,349 Participant loans receivable 587,695 - ----------- ----------- 19,366,065 20,962,482 At contract value Investment contracts 881,543 - ----------- ----------- Total investments 20,247,608 20,962,482 Employer and participant contributions receivable 187,583 242,981 ----------- ----------- Total assets 20,435,191 21,205,463 LIABILITIES Employer contribution received in advance 200,000 - ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,235,191 $21,205,463 =========== ===========
The accompanying notes are an integral part of these statements. 5 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31,
1996 1995 ------------ ----------- Additions to net assets attributed to: Investment income Net appreciation of investments $ - $ 9,242,584 Interest and dividend income 160,280 197,144 ----------- ----------- 160,280 9,439,728 Contributions Participant contributions 2,509,568 1,513,585 Employer contributions 783,544 495,439 ----------- ----------- 3,293,112 2,009,024 ----------- ----------- Total additions 3,453,392 11,448,752 Deductions from net assets attributed to: Net depreciation of investments 2,145,246 - Benefits paid to participants 2,180,438 1,103,990 Administrative expenses 97,980 48,669 ----------- ----------- Total deductions 4,423,664 1,152,659 ----------- ----------- Net (decrease) increase (970,272) 10,296,093 Net assets available for plan benefits: Beginning of year 21,205,463 10,909,370 ----------- ----------- End of year $20,235,191 $21,205,463 =========== ===========
The accompanying notes are an integral part of these statements. 6 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 1996 and 1995 NOTE A - DESCRIPTION OF PLAN The following brief description of the Kent Electronics Corporation Tax- Deferred Savings and Retirement Plan and Trust (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. 1. GENERAL ------- The Plan is a 401(k) savings and profit sharing plan which was adopted March 30, 1987 for officers and employees of Kent Electronics Corporation, Inc. and subsidiaries (the Company). The Plan is generally subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The purpose of the Plan is to allow participants to make elective contributions to be treated as deferred compensation for income tax purposes and for the Company to make elective contributions as a retirement vehicle for employees. 2. ELIGIBILITY ----------- Participation in the Plan is voluntary. Membership in the Plan is available to all employees of the Company who have attained the age of 21 years and have completed six months of service. 3. TRUSTEE ------- The Smith Barney Corporate Trust Company has been designated and appointed as Trustee of the Plan. The Trustee maintains all assets of the Plan in safekeeping. 4. EMPLOYEE ELECTIVE CONTRIBUTIONS ------------------------------- Participants may contribute from 1% up to 12% of their earnings as elective contributions. The maximum amount of employee deferral contribution which may be made by a participant is subject to certain limitations. 5. EMPLOYER THRIFT MATCHING CONTRIBUTIONS -------------------------------------- The Company shall contribute to the Plan's trust (as a thrift contribution) an amount equal to one hundred percent (100%) of the employee elective contribution up to a maximum of three percent (3%) of eligible compensation. Such contribution is invested in the Company's common stock. The maximum amount of employer matching contributions is subject to certain limitations. 7 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE A - DESCRIPTION OF PLAN - CONTINUED 6. EMPLOYER PROFIT SHARING CONTRIBUTIONS ------------------------------------- The Company may contribute (from its net income or accumulated earnings and profit) to the Plan's trust such amount representing a profit sharing contribution, if any, as determined by the Board of Directors of the employer. Such contribution is invested in the Company's common stock. The maximum amount of employer profit sharing contributions is subject to certain limitations. 7. ALLOCATIONS ----------- Each account that is in existence on the valuation date will be credited or charged with its pro rata portion of the income/loss of the Plan. Profit sharing contributions are to be allocated based upon the ratio of each participant's compensation to total compensation of all eligible participants. 8. VESTING SCHEDULE ---------------- A participant's thrift matching and profit sharing accounts vested percentage will be determined in accordance with the following table: Years of Vesting Service Vested Percentage ---------------------------------- ------------------ Less than 2 years 0% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100% Participant contributions vest immediately. 9. BENEFITS -------- The Plan provides for various benefits to participants who have fulfilled or met the following requirements: Normal Retirement - Participants of the Plan who retire on or after their normal retirement dates (the first day of the month on or after which the participant reaches normal retirement age of 65) will receive the full value of their account in accordance with terms set forth in the Plan. 8 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE A - DESCRIPTION OF PLAN - CONTINUED Early Retirement - Participants who are fifty-five (55) or more years of age, but who have not attained normal retirement date and who have completed five (5) years of participation in the Plan may retire and receive the full value of their account in accordance with terms as set forth in the Plan. Disability - If participants become totally and permanently disabled, they will be paid the full value of their account in accordance with terms as set forth in the Plan. Death - If participants in the Plan die, their beneficiary will be paid the full value of their account in accordance with terms as set forth in the Plan. Termination - If participants terminate their employment with the Company for any reason other than retirement, total and permanent disability, or death, they will be paid the vested value of their account in accordance with terms as set forth in the Plan. 10. FORFEITURES ----------- Participant's forfeited amounts of employer thrift matching or profit sharing contributions due to termination are used to reduce subsequent employer contributions. 11. ADMINISTRATIVE EXPENSES ----------------------- Administrative expenses are paid directly by the Plan. 12. TOP-HEAVY PLAN PROVISIONS ------------------------- In the event the Plan should be Top-Heavy for any plan year, as defined by Internal Revenue Code Section 401(a), provisions are set forth in the Plan to remedy such condition. 13. PARTICIPANT LOANS RECEIVABLE ---------------------------- Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans Fund. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the prime rate plus one percent as of the beginning of the month in which the loan was made. Principal and interest is paid ratably through equal payroll deductions each pay period. 9 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows. 1. BASIS OF ACCOUNTING ------------------- The accompanying financial statements are presented on the accrual basis of accounting. 2. VALUATION OF INVESTMENTS ------------------------ Investments are stated at their fair market value, as determined by quoted market prices, except for investment contracts, which are valued at contract value (Note B.3). Unrealized appreciation or depreciation of fair market values of investments held at year end and gain or loss on sale of investments during the year are determined using the basis of the applicable investment at the beginning of the year or purchase price, if acquired during the year. 3. INVESTMENT CONTRACTS -------------------- The Plan has invested in a fund, GIC Income Fund 4, made up of a portfolio of guaranteed investment contracts with insurance companies, having an average maturity between 2.5 to 3.5 years. The contracts are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by the Trustee. 4. TERMINATION OF PLAN ------------------- The Company expects to continue the Plan indefinitely, but reserves the right to change it from time to time, or to terminate it if necessary. A change or termination cannot take away a vested right to Plan benefits resulting from contributions made before the change or termination. 5. USE OF ESTIMATES ---------------- In preparing the financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. 10 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE C - INVESTMENT OPTIONS Upon enrollment into the Plan, a participant may direct employee contributions into an investment in Kent Stock, any one of six mutual funds or a fund made up of a portfolio of guaranteed investment contracts with insurance companies. Following are the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits by separate optional investment fund program as of December 31, 1996 and 1995, and for the years then ended. Investments that represent 5% or more of the Plan's net assets are separately identified. STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND December 31, 1996
Kent Euro Capital Electronics GIC Investment Growth Pacific World Bond Corporation Income Company of Fund of Growth Growth & Fund of Common Stock Fund 4 America America Fund Income America Investment Investment Investment Investment Investment Investment Investment Account Account Account Account Account Account Account ASSETS -------------- ---------- ---------- --------- --------- --------- --------- Investments: At fair value Cash equivalents $ 288,387 $ - $ 39,845 $ 6,138 $ 2,514 $ 678 $ 85 Corporate stocks 16,431,204 - - - - - - Mutual funds - - 1,580,339 160,794 78,813 68,852 45,990 Participant loans receivable - - - - - - - At contract value Investment contracts - 881,543 - - - - - ----------- -------- ---------- -------- ------- ------- ------- Total investments 16,719,591 881,543 1,620,184 166,932 81,327 69,530 46,075 Employer and participant contributions receivable 148,351 13,956 16,646 4,043 1,150 1,125 1,236 ----------- -------- ---------- -------- ------- ------- ------- Total assets 16,867,942 895,499 1,636,830 170,975 82,477 70,655 47,311 LIABILITIES Employer contribution received in advance (200,000) - - - - - - ----------- -------- ---------- -------- ------- ------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,667,942 $895,499 $1,636,830 $170,975 $82,477 $70,655 $47,311 =========== ======== ========== ======== ======= ======= ======= Income Fund of America Investment Participant Account Loans Total --------- ---------- ------------- Investments: At fair value Cash equivalents $ 85 $ - $ 337,732 Corporate stocks - - 16,431,204 Mutual funds 74,646 - 2,009,434 Participant loans receivable - 587,695 587,695 At contract value Investment contracts - - 881,543 ------- --------- ----------- Total investments 74,731 587,695 20,247,608 Employer and participant contributions receivable 1,076 - 187,583 ------- --------- ----------- Total assets 75,807 587,695 20,435,191 LIABILITIES Employer contribution received in advance - - (200,000) ------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $75,807 $587,695 $20,235,191 ======= ======== ===========
11 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE C - INVESTMENT OPTIONS - CONTINUED STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND December 31, 1995
Kent Electronics Equity Corporation Stock Common Money Mutual Stock Market Fund Investment Investment Investment Account Account Account Total ------------ ---------- ----------- ---------- ASSETS Investments, at fair value Cash equivalents $ 41,722 $815,215 $ 3,504 $ 860,441 Corporate stocks 18,796,692 - - 18,796,692 Mutual funds - 1,305,349 1,305,349 ----------- -------- ---------- ----------- Total investments 18,838,414 815,215 1,308,853 20,962,482 Receivables Employer and participant con- tributions receivable 141,687 20,211 81,083 242,981 Interfund receivables (payables) 7,325 16,139 (23,464) - ----------- -------- ---------- ----------- Total receivables 149,012 36,350 57,619 242,981 ----------- -------- ---------- ----------- Total assets 18,987,426 851,565 1,366,472 21,205,463 LIABILITIES - - - - ----------- -------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,987,426 $851,565 $1,366,472 $21,205,463 =========== ======== ========== ===========
12 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE C - INVESTMENT OPTIONS - CONTINUED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND December 31, 1996
Kent Euro Capital Electronics GIC Investment Growth Pacific World Bond Corporation Income Company of Fund of Growth Growth & Fund of Common Stock Fund 4 America America Fund Income America Investment Investment Investment Investment Investment Investment Investment Account Account Account Account Account Account Account -------------- ---------- ---------- --------- --------- --------- --------- Additions added to net assets attributed to: Investment income Interest and dividend income $ 4,381 $ 19,576 $ 97,056 $ 8,949 $ 2,231 $ 3,082 $ 1,310 Contributions Participant contributions 1,868,958 248,726 306,204 34,018 11,260 5,017 29,954 Employer contributions 783,544 - - - - - - ----------- --------- ---------- -------- ------- ------- ------- 2,652,502 248,726 306,204 34,018 11,260 5,017 29,954 ----------- --------- ---------- -------- ------- ------- ------- Total additions 2,656,883 268,302 403,260 42,967 13,491 8,099 31,264 Deductions from net assets attributed to: Net depreciation (appreciation) of investments 2,353,365 (20,407) (159,497) (13,511) (4,422) (6,433) (1,253) Benefits paid to participants 1,941,539 92,895 107,904 1,274 373 84 83 Administrative expenses 86,151 4,126 7,033 167 123 132 114 ----------- --------- ---------- -------- ------- ------- ------- Total deductions 4,381,055 76,614 (44,560) (12,070) (3,926) (6,217) (1,056) ----------- --------- ---------- -------- ------- ------- ------- Net (decrease) increase before interfund transfers (1,724,172) 191,688 447,820 55,037 17,417 14,316 32,320 Interfund transfers (595,312) (147,754) (177,462) 115,938 65,060 56,339 14,991 ----------- --------- ---------- -------- ------- ------- ------- Net (decrease) increase (2,319,484) 43,934 270,358 170,975 82,477 70,655 47,311 Net assets available for plan benefits: Beginning of year 18,987,426 851,565 1,366,472 - - - - ----------- --------- ---------- -------- ------- ------- ------- End of year $16,667,942 $ 895,499 $1,636,830 $170,975 $82,477 $70,655 $47,311 =========== ========= ========== ======== ======= ======= ======= Income Fund of America Investment Participant Account Loans Total --------- ---------- ------------- Additions added to net assets attributed to: Investment income Interest and dividend income $ 5,507 $ 18,188 $ 160,280 Contributions Participant contributions 5,431 - 2,509,568 Employer contributions - - 783,544 ------- -------- ----------- 5,431 - 3,293,112 ------- -------- ----------- Total additions 10,938 18,188 3,453,392 Deductions from net assets attributed to: Net depreciation (appreciation) of investments (2,596) - 2,145,246 Benefits paid to participants 101 36,185 2,180,438 Administrative expenses 134 - 97,980 ------- -------- ----------- Total deductions (2,361) 36,185 4,423,664 ------- -------- ----------- Net (decrease) increase before interfund transfers 13,299 (17,997) (970,272) Interfund transfers 62,508 605,692 - ------- -------- ----------- Net (decrease) increase 75,807 587,695 (970,272) Net assets available for plan benefits: Beginning of year - - 21,205,463 ------- -------- ----------- End of year $75,807 $587,695 $20,235,191 ======= ======== ===========
13 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE C - INVESTMENT OPTIONS - CONTINUED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, BY FUND December 31, 1995
Kent Electronics Equity Corporation Stock Common Money Mutual Stock Market Fund Investment Investment Investment Account Account Account Total ------------ ---------- ----------- ---------- Additions added to net assets attributed to: Investment income Net appreciation of investments $ 9,177,650 $ - $ 64,934 $ 9,242,584 Interest and dividend income 2,909 41,350 152,885 197,144 ----------- --------- ---------- ----------- 9,180,559 41,350 217,819 9,439,728 Contributions Participant contributions 1,056,477 198,435 258,673 1,513,585 Employer contributions 495,439 - - 495,439 ----------- --------- ---------- ----------- 1,551,916 198,435 258,673 2,009,024 ----------- --------- ---------- ----------- Total additions 10,732,475 239,785 476,492 11,448,752 Deductions from net assets attributed to: Benefits paid to participants 953,511 75,943 74,536 1,103,990 Administrative expenses 40,010 3,276 5,383 48,669 ----------- --------- ---------- ----------- Total deductions 993,521 79,219 79,919 1,152,659 ----------- --------- ---------- ----------- Net increase (decrease) before interfund transfers 9,738,954 160,566 396,573 10,296,093 Interfund transfers 543,914 (133,925) (409,989) - ----------- --------- ---------- ----------- Net increase (decrease) 10,282,868 26,641 (13,416) 10,296,093 Net assets available for plan benefits: Beginning of year 8,704,558 824,924 1,379,888 10,909,370 ----------- --------- ---------- ----------- End of year $18,987,426 $ 851,565 $1,366,472 $21,205,463 =========== ========= ========== ===========
NOTE D - INSURANCE The Plan is categorized as a defined contribution plan under the Internal Revenue Code and, accordingly, the Plan is not insured by the Pension Benefit Guaranty Corporation. 14 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1996 and 1995 NOTE E - INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated September 28, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 15 SUPPLEMENTAL SCHEDULES 16 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST ASSETS HELD FOR INVESTMENT December 31, 1996
Number of Cost at Current value units December 31, 1996 December 31, 1996 --------- ----------------- ----------------- Smith Barney Money Funds Cash Portfolio 337,732 $ 337,732 $ 337,732 Kent Electronics Corporation Common Stock 638,105 6,199,431 16,431,204 GIC Income Fund 4 67,259 861,498 881,543 Investment Company of America 65,222 1,284,447 1,580,339 Growth Fund of America 9,704 147,991 160,794 Euro Pacific Growth Fund 3,027 74,772 78,813 Capital World Growth & Income 2,997 62,617 68,852 Bond Fund of America 3,345 45,111 45,990 Income Fund of America 4,519 72,081 74,646 Participant loans 587,695 587,695 587,695 ---------- ----------- $9,673,375 $20,247,608 ========== ===========
17 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF PLAN ASSETS Year ended December 31, 1996
Purchase Selling Cost of Net Identity Shares price price asset gain/loss - ------------------------------ --------- ---------- ---------- ---------- --------- Kent Electronics Corporation Common Stock Purchases (18 transactions) 362,212 $1,292,628 $ - $ - $ - Sales (3 transactions) 4,805 - 158,035 42,855 115,180 Distributions in kind (25 transactions) 41,301 - - 590,149 - Smith Barney Money Funds Cash Portfolio Sales (172 transactions) 3,971,098 - 3,971,098 3,971,098 - Purchases (148 transactions) 3,448,389 3,448,389 - - -
18 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST (Name of Plan) Date: June 27, 1997 /s/ Stephen J. Chapko --------------------------------- Stephen J. Chapko Secretary of the Plan Administration Committee EX-23.1 2 CONSENT OF IND. CERTIFIED PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated May 23, 1997, accompanying the financial statements and schedules included in the Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust's Form 11-K for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said report in the Registration Statement of Kent Electronics Corporation on Form S-8 (File No. 33-18527). GRANT THORNTON LLP Houston, Texas June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----