-----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, UK9VAUhRksH2xW33j3hVWaJVJGj4f6hZjmmSv2/ChEpajxRpqylflidclQhNByLF 1/3UUVT96ihux83f7QwIRw== /in/edgar/work/20000627/0000899243-00-001593/0000899243-00-001593.txt : 20000920 0000899243-00-001593.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899243-00-001593 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000793024 STANDARD INDUSTRIAL CLASSIFICATION: [5065 ] IRS NUMBER: 741763541 STATE OF INCORPORATION: TX FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09520 FILM NUMBER: 661512 BUSINESS ADDRESS: STREET 1: 1111 GILLINGHAM LN CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 2812434000 MAIL ADDRESS: STREET 1: 1111 GILLINGHAM LN CITY: SUGAR LAND STATE: TX ZIP: 77478 11-K 1 0001.txt FORM 11-K 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, 1999 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 1111 Gillingham Lane Sugar Land, Texas 77478 KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST FINANCIAL STATEMENTS December 31, 1999 and 1998 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 LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ON DECEMBER 31, 1999.................................................... 13 LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS......................... 14
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, 1999 and 1998, 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 auditing standards generally accepted in the United States. 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, 1999 and 1998, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 June 16, 2000 4 Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31,
1999 1998 ----------- ----------- ASSETS Investments: At fair value Cash equivalents $12,335,443 $ 1,018,690 Corporate stocks 18,953,184 8,754,660 Mutual funds - 6,706,496 Participant loans receivable 1,153,106 1,085,602 ----------- ----------- 32,441,733 17,565,448 At contract value Investment contracts - 1,143,430 ----------- ----------- Total investments 32,441,733 18,708,878 Employer and participant contributions receivable 550,817 427,401 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $32,992,550 $19,136,279 =========== ===========
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 Year ended December 31,
1999 1998 ----------- ------------ Additions to net assets attributed to: Investment income Net appreciation of investments $ 9,179,321 $ - Interest and dividend income 1,060,146 729,757 ----------- ----------- 10,239,467 729,757 Contributions Participant contributions 5,193,777 4,848,226 Employer contributions 1,615,064 1,411,881 ----------- ----------- 6,808,841 6,260,107 ----------- ----------- Total additions 17,048,308 6,989,864 Deductions from net assets attributed to: Net depreciation of investments - 7,268,860 Benefits paid to participants 3,058,334 3,344,408 Administrative expenses 133,703 102,146 ----------- ----------- Total deductions 3,192,037 10,715,414 ----------- ----------- Net increase (decrease) 13,856,271 (3,725,550) Net assets available for plan benefits: Beginning of year 19,136,279 22,861,829 ----------- ----------- End of year $32,992,550 $19,136,279 =========== ===========
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, 1999 and 1998 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 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. Effective January 1, 2000, the Trustee was changed to PW Trust Company. In preparation for the change, all funds held by Smith Barney (excluding the Company's common stock) were liquidated as of December 31, 1999. 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, 1999 and 1998 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, 1999 and 1998 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 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, 1999 and 1998 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 B3). 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, Capital Preservation Fund, 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, 1999 and 1998 NOTE C - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets at December 31:
1999 1998 -------------- ---------------- Smith Barney Money Funds Cash Portfolio $12,335,443 $ 1,018,690 Kent Electronics Corporation Common Stock * 18,953,184 8,754,660 Capital Preservation Fund - 1,143,430 Investment Company of America - 3,276,700 Growth Fund of America - 1,491,312 Participant Loans 1,153,106 1,085,602
- --------- * Nonparticipant-directed The Plan's investments (including realized and unrealized gains and losses) appreciated in value by $9,179,321 during the year ended December 31, 1999 and depreciated by $7,268,860 during the year ended December 31, 1998, as follows: 1999 1998 ----------- ----------- Corporate stocks $ 8,168,720 $(7,822,782) Mutual funds 942,362 494,013 Investment contracts 68,239 59,909 ----------- ----------- $ 9,179,321 $(7,268,860) =========== =========== NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS The following provides information about the significant components of the changes in net assets relating to the Plan's nonparticipant-directed investments for the years ended December 31:
1999 1998 ----------- ----------- Participant contributions $ 1,939,425 $ 2,629,969 Employer contributions 1,609,705 1,406,706 Interest and dividend income 38,199 23,259 Net appreciation (depreciation) of investments 8,168,720 (7,822,782) Benefits paid to participants (1,763,044) (2,514,326) Transfers (to) from participant-directed investments (729,239) 504,761 Administrative expenses (73,603) (66,880) ----------- ----------- $ 9,190,163 $(5,839,293) =========== ===========
NOTE E - 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. NOTE F - 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. 11 SUPPLEMENTAL SCHEDULES 12 Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (EIN 74-1763541, Plan #001) LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1999
Number of Cost at Current value units December 31, 1999 December 31, 1999 --------- ----------------- ----------------- *Smith Barney Money Funds Cash Portfolio 12,335,443 $12,335,443 $12,335,443 *Kent Electronics Corporation Common Stock 833,107 10,104,688 18,953,184 Participant loans (Interest rates ranging from 8.75% to 9.50%) - 1,153,106 1,153,106 ----------- ----------- $23,593,237 $32,441,733 =========== ===========
*Indicates party in interest 13 Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (EIN 74-1763541, Plan #001) LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 1999
Purchase Selling Cost of Net Identity Shares price price* assets gain/loss -------- ---------- ----------- ----------- ----------- ----------- Kent Stock Fund Purchases (9 transactions) 206,467 $ 2,982,138 $ - $ - $ - Sales (37 transactions) 60,000 - 922,648* 694,989 227,659 Capital Preservation Fund Purchases (28 transactions) 23,277 354,856 - - - Sales (54 transactions) 100,942 - 1,566,525 1,428,711 137,814 Investment Company of America Fund Purchases (84 transactions) 46,073 1,493,578 - - - Sales (39 transactions) 151,627 - 4,856,569 4,072,728 783,841 Growth Fund of America Purchases (73 transactions) 57,164 1,511,942 - - - Sales (38 transactions) 123,740 - 3,500,419 2,798,235 702,184 Euro Pacific Growth Fund Purchases (48 transactions) 10,754 367,122 - - - Sales (40 transactions) 33,916 - 1,365,654 997,629 368,025 Capital World Growth & Income Purchases (62 transactions) 16,076 442,323 - - - Sales (44 transactions) 38,720 - 1,122,819 1,006,791 116,028 Income Fund of America Purchases (54 transactions) 22,170 376,008 - - - Sales (40 transactions) 49,762 - 783,090 861,075 (77,985) Money Market Purchases (356 transactions) 19,316,269 19,316,269 - - - Sales (401 transactions) 8,257,656 - 8,257,656 8,257,656 -
*For distributions in kind, selling price represents the fair market value at the date of distribution. 14 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, 2000 /s/ Stephen J. Chapko ---------------------------------- Stephen J. Chapko Secretary of the Plan Administration Committee EX-23.1 2 0002.txt CONSENT OF INDEPENDENT CPA'S EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- We have issued our report dated June 16, 2000, 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, 1999. 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, 2000 -----END PRIVACY-ENHANCED MESSAGE-----