-----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, IWDebeyt+PtKS+GTs60fzw3opLV9F9B7eTwzhYQOESOsWAdSmVHoP4CY78Ssagdd qMx0zHL+DeTmlin2ejoUmg== 0000912057-96-013484.txt : 19960708 0000912057-96-013484.hdr.sgml : 19960708 ACCESSION NUMBER: 0000912057-96-013484 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 DATE AS OF CHANGE: 19960705 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-09520 FILM NUMBER: 96588962 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 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 [FEE REQUIRED] For the period ended December 31, 1995 or / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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, 1995 AND APRIL 1, 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........................................ 13 TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF PLAN ASSETS...................................................... 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 Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (the Plan) as of December 31, 1995 and April 1, 1995, and the related statements of changes in net assets available for plan benefits for the period from April 2, 1995 to December 31, 1995, and the year ended April 1, 1995. 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, 1995 and April 1, 1995, and the changes in its net assets available for plan benefits for the period from April 2, 1995 to December 31, 1995 and the year ended April 1, 1995, 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. /s/ GRANT THORNTON LLP Houston, Texas June 17, 1996 4 KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995 and April 1, 1995 December 31, 1995 April 1, 1995 -------------------------------------------------- ------------------------------------------------- Kent Kent Electronics Equity Electronics Equity Corporation Stock Corporation Stock Common Money Mutual Common Money Mutual Stock Market Fund Stock Market Fund Investment Investment Investment Investment Investment Investment Total Account Account Account Total Account Account Account ------------ ----------- ---------- ---------- ----------- ----------- ---------- ---------- ASSETS Cash equivalents $ 860,441 $ 41,722 $815,215 $ 3,504 $ 819,920 $ 27,569 $786,354 $ 5,997 Employer and employee contribution receivables 242,981 141,687 20,211 81,083 204,121 130,537 23,656 49,928 Interfund receivables (payables) - 7,325 16,139 (23,464) - 1,718 14,914 (16,632) Corporate stocks 18,796,692 18,796,692 - - 8,544,734 8,544,734 - - Mutual funds 1,305,349 - - 1,305,349 1,340,595 - - 1,340,595 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- Total assets 21,205,463 18,987,426 851,565 1,366,472 10,909,370 8,704,558 824,924 1,379,888 LIABILITIES - - - - - - - - ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $21,205,463 $18,987,426 $851,565 $1,366,472 $10,909,370 $8,704,558 $824,924 $1,379,888 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- ----------- ----------- -------- ---------- ----------- ---------- -------- ----------
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 Period from April 2, 1995 to December 31, 1995 and year end April 1, 1995 December 31, 1995 April 1, 1995 -------------------------------------------------- -------------------------------------------------- Kent Kent Electronics Equity Electronics Equity Corporation Stock Corporation Stock Common Money Mutual Common Money Mutual Stock Market Fund Stock Market Fund Investment Investment Investment Investment Investment Investment Total Account Account Account Total Account Account Account ------------ ----------- ---------- ---------- ----------- ----------- ---------- ---------- Employer contributions $ 495,439 $ 495,439 $ - $ - $ 604,027 $ 604,027 $ - $ - Employee contributions 1,513,585 1,056,477 198,435 258,673 1,362,806 805,853 220,328 336,625 Investment income 197,144 2,909 41,350 152,885 123,290 28,095 29,123 66,072 Net appreciation of investments 9,242,584 9,177,650 - 64,934 3,194,917 3,105,520 - 89,397 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- Total additions 11,448,752 10,732,475 239,785 476,492 5,285,040 4,543,495 249,451 492,094 Benefits paid to participants 1,103,990 953,511 75,943 74,536 591,554 353,290 132,502 105,762 Administrative expenses 48,669 40,010 3,276 5,383 56,905 43,597 5,368 7,940 Interfund transfers - (543,914) 133,925 409,989 - 73,657 (26,741) (46,916) ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- Total deductions 1,152,659 449,607 213,144 489,908 648,459 470,544 111,129 66,786 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- Net increase (decrease) 10,296,093 10,282,868 26,641 (13,416) 4,636,581 4,072,951 138,322 425,308 Net assets available for plan benefits Beginning of period 10,909,370 8,704,558 824,924 1,379,888 6,272,789 4,631,607 686,602 954,580 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- End of period $21,205,463 $18,987,426 $851,565 $1,366,472 $10,909,370 $8,704,558 $824,924 $1,379,888 ----------- ----------- -------- ---------- ----------- ---------- -------- ---------- ----------- ----------- -------- ---------- ----------- ---------- -------- ----------
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, 1995 and April 1, 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 Trust Company has been designated and appointed as Trustee of the Plan for the plan period from April 2, 1995 to December 31, 1995 and the plan year ended April 1, 1995. 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 for tax years beginning in 1994 was limited to $9,240. Additionally, Internal Revenue Service regulations set a limit on the amount of compensation that highly-paid individuals can defer. 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. KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995 and April 1, 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 shall be determined by the Board of Directors of the employer. Such contribution is invested in the Company common stock. 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. KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995 and April 1, 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. FISCAL YEAR During 1995, the Company changed the Plan's year end to December 31. Previously, the Plan's year end corresponded with the Company's which ends on the Saturday closest to the end of March. The fiscal year ended April 1, 1995 consisted of 52 weeks. KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995 and April 1, 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. Investments held in the Plan are stated at their fair market value. 2. DETERMINATION OF REALIZED AND UNREALIZED GAIN OR LOSS ON INVESTMENTS 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. 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. 4. 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. KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995 and April 1, 1995 NOTE C - INVESTMENTS Plan investments stated at fair market value consisted of the following: December 31, April 1, 1995 1995 ------------ ----------- Smith Barney Money Funds Cash Portfolio $ 860,441 $ 819,920 Investment Company of America 1,305,349 1,340,595 Kent Electronics Corporation Common Stock 18,796,692 8,544,734 ----------- ----------- $20,962,482 $10,705,249 ----------- ----------- ----------- ----------- These investments represent at least five percent or more of the Plan's assets. 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. NOTE E - INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. The Plan has received a favorable determination letter from the Internal Revenue Service. The Plan was amended on March 28, 1995 and a new determination letter concerning its Federal income tax status has been requested. The Plan sponsor believes that the Plan will continue to qualify and to operate as designed. SUPPLEMENTAL SCHEDULES KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust ASSETS HELD FOR INVESTMENT December 31, 1995 Number of Cost at Current value shares December 31, 1995 December 31, 1995 --------- ----------------- ----------------- Smith Barney Money Funds Cash Portfolio 860,441 $ 860,441 $ 860,441 Investment Company of America 60,405 1,057,731 1,305,349 Kent Electronics Corporation Common Stock 321,999 5,539,807 18,796,692 KENT ELECTRONICS CORPORATION Tax-Deferred Savings and Retirement Plan and Trust TRANSACTIONS IN EXCESS OF FIVE PERCENT OF FAIR VALUE OF PLAN ASSETS Period from April 2, 1995 to December 31, 1995 Purchase Selling Cost of Net Identity Shares price price asset gain/loss - - -------- ------ -------- ------- -------- --------- Kent Electronics Corporation Stock distribution (7 transactions) 7,292 $ - $ - $ 83,250(1) $ - Purchases (18 transactions) 38,739 1,399,483 - - - Investment Company of America Sales (3 transactions) 18,630 - 381,696 315,855 65,841 Purchases (13 transactions) 10,003 215,675 - - - Smith Barney Money Funds Cash Portfolio Sales (72 transactions) 2,025,412 - 2,025,412 2,025,412 - Purchases (78 transactions) 2,065,933 2,065,933 - - -
(1) distributed stock had a market value of $325,175. CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated June 17, 1996, 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 period from April 2, 1995 to December 31, 1995. 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). /s/ GRANT THORNTON LLP Houston, Texas June 17, 1996 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 TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST (Name of Plan) Date: June 28, 1996 /s/ Stephen J. Chapko ------------------------------------- Stephen J. Chapko Secretary of the Plan Administration Committee -----END PRIVACY-ENHANCED MESSAGE-----