e11-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, 2000

or

o   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

 


TABLE OF CONTENTS

Report of Independent Certified Public Accountants
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SCHEDULE OF REPORTABLE TRANSACTIONS
SIGNATURES
Exhibit Index
EX-23.1

KENT ELECTRONICS CORPORATION
TAX-DEFERRED
SAVINGS AND RETIREMENT PLAN AND TRUST

FINANCIAL STATEMENTS

December 31, 2000 and 1999

 


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
SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES ON DECEMBER 31, 2000 14
SCHEDULE OF REPORTABLE TRANSACTIONS 15

 


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, 2000 and 1999, 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 of America. 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, 2000 and 1999, 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 of America.

 


     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.

Grant Thornton LLP

Houston, Texas
July 2, 2001

4


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,

                       
2000 1999


ASSETS
Investments:
At fair value
Cash equivalents $ 263,028 $ 12,335,443
Corporate stocks 10,875,269 18,953,184
Mutual funds 12,564,100
Participant loans receivable 712,973 1,153,106


24,415,370 32,441,733
Employer and participant contributions receivable 400,956 550,817


NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 24,816,326 $ 32,992,550


     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,

                       
2000 1999


Additions to net assets attributed to:
Investment income
Net appreciation of investments $ $ 9,179,321
Interest and dividend income 1,046,244 1,060,146


1,046,244 10,239,467
Contributions
Participant contributions 6,187,924 5,193,777
Employer contributions 2,343,440 1,615,064


8,531,364 6,808,841


Total additions 9,577,608 17,048,308
Deductions from net assets attributed to:
Net depreciation of investments 6,480,242
Benefits paid to participants 4,350,926 3,058,334
Administrative expenses 86,506 133,703
Transfer of assets related to sale of subsidiary 6,836,158


Total deductions 17,753,832 3,192,037


Net (decrease) increase (8,176,224 ) 13,856,271
Net assets available for plan benefits:
Beginning of year 32,992,550 19,136,279


End of year $ 24,816,326 $ 32,992,550


     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, 2000 and 1999

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.
 
    Effective June 8, 2001, Avnet, Inc. acquired Kent Electronics Corporation and subsidiaries. The assets of the Plan will be merged into the 401(k) plan of Avnet, Inc. Each share of the Company’s common stock held in the plan was converted to .87 shares of Avnet, Inc. common stock on that date.

  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

    For the year ended December 31, 1999, the Smith Barney Corporate Trust Company (Smith Barney) was designated and appointed as Trustee of the Plan, and maintained 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. For the year ended December 31, 2000, the PW Trust Company maintained 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.

7


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2000 and 1999

NOTE A — DESCRIPTION OF PLAN — Continued

  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.

  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 or 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.

8


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2000 and 1999

NOTE A — DESCRIPTION OF PLAN — Continued

  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.
 
    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.

9


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2000 and 1999

NOTE A — DESCRIPTION OF PLAN — Continued

  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.

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.
 
    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

    Effective September 3, 2001 the Kent Electronics Corporation Tax Deferred Savings and Retirement Plan and Trust will be merged into the Avnet 401(k) Plan. A change or termination cannot take away a vested right to Plan benefits resulting from contributions made before the change or termination.

10


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2000 and 1999

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued

  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.

  5.   Transfer of Assets Related to Sale of Subsidiary

    During 2000, the Company completed a sale of its wholly-owned subsidiary, K*Tec Electronics Corporation. Assets and liabilities of the K*Tec employees were transferred into a tax-qualified plan of the purchaser, Thayer-Blum Funding II, LLC.

NOTE C — INVESTMENTS

    The following presents investments that represent five percent or more of the Plan’s net assets at December 31:
                   
2000 1999


Smith Barney Money Funds Cash Portfolio $ $ 12,335,443
Kent Electronics Corporation Common Stock* 10,875,269 18,953,184
Euro Pac Growth Fund 1,518,957
Franklin Strategic Small Cap Growth Fund 2,833,200
Investment Company of America Fund 4,059,407
*Nonparticipant-directed

    The Plan’s investments (including realized and unrealized gains and losses) depreciated in value by $6,480,242 during the year ended December 31, 2000 and appreciated by $9,179,321 during the year ended December 31, 1999, as follows:
                 
2000 1999


Corporate stocks $ (5,328,523 ) $ 8,168,720
Mutual funds (1,151,719 ) 942,362
Investment contracts 68,239


$ (6,480,242 ) $ 9,179,321


11


Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2000 and 1999

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:
                 
2000 1999


Participant contributions $ 1,148,769 $ 1,939,425
Employer contributions 2,343,440 1,609,705
Interest and dividend income 1,855 38,199
Net (depreciation) appreciation of investments (5,328,523 ) 8,168,720
Benefits paid to participants (2,336,580 ) (1,763,044 )
Transfers to participant-directed investments (1,023,052 ) (729,239 )
Transfer of assets related to sale of subsidiary (2,986,320 )
Administrative expenses (10,216 ) (73,603 )


$ (8,190,627 ) $ 9,190,163


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.

12


SUPPLEMENTAL SCHEDULES

13


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

(EIN 74-1763541, Plan #001)

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2000

                 
Number of Current value
units December 31, 2000


AIM Funds Group 116,129 $ 1,452,771
Euro Pac Growth Fund 48,452 1,518,957
Franklin Strategic Small Cap Growth Fund 72,036 2,833,200
Investment Company of America Fund 130,696 4,059,407
Paine Webber Tactical Allocation Fund 18,965 567,055
Paine Webber Balanced Fund 26,012 240,088
Paine Webber Stable Value Fund 57,114 793,022
Paine Webber S & P Index Fund 32,432 453,214
Pimco Funds 62,212 646,386
Riggs Money Market 263,028 263,028
*Kent Electronics Corporation Common Stock 833,107 10,875,269
Participant loans (Interest rates ranging from 8.75% to 9.50%) 712,973

$ 24,415,370


*   Indicates party in interest

14


Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust

(EIN 74-1763541, Plan #001)

SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 2000

                                 
Purchase Selling Cost of Net
Identity price price* asset gain





Kent Stock Fund $ 28,221,584 $ 31,518,676 $ 30,952,009 $ 566,667


*   For distributions in kind, selling price represents the fair market value at the date of distribution.

15


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: July 16, 2001 /s/ Raymond Sadowski

Raymond Sadowski
Senior Vice President and Chief Financial Officer
Avnet, Inc.
Administrator of the Plan

 


Exhibit Index

     
Exhibit
Number Description


23.1 Consent of Independent Certified Public Accountants