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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the period ended November 8, 2001
 
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
c/o Avnet, Inc.
2211 S. 47th Street
Phoenix, AZ 85034


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Financial Statements and Report of Independent
Certified Public Accountants
Kent Electronics Corporation Tax Deferred
Savings Plan and Trust

November 8, 2001 and December 31, 2000

 

 

 

 

 

 

 

 

 

 

 


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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 SCHEDULE
SCHEDULE OF REPORTABLE TRANSACTIONS for the Period ended November 8, 2001
Exhibit 23.1


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      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 SCHEDULE
       
 
       
 
SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD ENDED NOVEMBER 8, 2001
    14  

 


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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 November 8, 2001 and December 31, 2000, and the related statements of changes in net assets available for plan benefits for the period from January 1, 2001 to November 8, 2001 and for the year ended December 31, 2000. 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 November 8, 2001 and December 31, 2000, and the changes in the net assets available for plan benefits for the period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

 


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         Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

GRANT THORNTON LLP

Houston, Texas
June 10, 2002

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

                       
          November 8,   December 31,
          2001   2000
         
 
ASSETS
               
 
Investments:
               
   
At fair value
       
     
Cash equivalents
  $     $ 263,028  
     
Corporate stocks
          10,875,269  
     
Mutual funds
          12,564,100  
     
Participant loans receivable
          712,973  
 
   
     
 
 
          24,415,370  
 
Employer and participant contributions receivable
          400,956  
 
   
     
 
NET ASSETS AVAILABLE FOR PLAN BENEFITS
  $     $ 24,816,326  
 
   
     
 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000

                       
          2001   2000
         
 
Additions to net assets attributed to:
               
 
Investment income
       
   
Net appreciation of investments
  $ 1,497,172     $  
   
Interest and dividend income
    135,294       1,046,244  
 
   
     
 
 
    1,632,466       1,046,244  
 
Contributions
               
   
Participant contributions
    2,379,231       6,187,924  
   
Employer contributions
    523,051       2,343,440  
 
   
     
 
 
    2,902,282       8,531,364  
 
   
     
 
     
Total additions
    4,534,748       9,577,608  
Deductions from net assets attributed to:
               
 
Net depreciation of investments
          6,480,242  
 
Benefits paid to participants
    4,279,846       4,350,926  
 
Administrative expenses
    24,833       86,506  
 
Transfer of assets related to sale of subsidiary
          6,836,158  
 
Transfer to Avnet, Inc. 401(k) plan
    25,046,395        
 
   
     
 
     
Total deductions
    29,351,074       17,753,832  
 
   
     
 
     
Net (decrease) increase
    (24,816,326 )     (8,176,224 )
Net assets available for plan benefits:
               
 
Beginning of period
    24,816,326       32,992,550  
 
   
     
 
 
End of period
  $     $ 24,816,326  
 
   
     
 

 

 

 

The accompanying notes are an integral part of these statements.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS
November 8, 2001 and December 31, 2000

 

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 were transferred into the 401(k) plan of Avnet, Inc. on November 8, 2001. 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

  The Paine Webber Trust Company (PW) was designated and appointed as Trustee of the Plan, and 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.

  5.   Employer Thrift Matching Contributions

  The Company contributes 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.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

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 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.

  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.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE A — DESCRIPTION OF PLAN — Continued

  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.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

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 was 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.

  4.   Use of Estimates

  In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, 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.

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE C — INVESTMENTS

  The following presents investments that represent five percent or more of the Plan’s net assets at December 31, 2000:
         
Kent Electronics Corporation Common Stock*
  $ 10,875,269  
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
       

  Due to the transfer of plan assets to the Avnet, Inc. 401(k) Plan, there were no investments at November 8, 2001.

  The Plan’s investments (including realized and unrealized gains and losses) appreciated in value by $1,497,172 during the period from January 1, 2001 to November 8, 2001 and depreciated by $6,480,242 during the year ended December 31, 2000, as follows:
                 
    2001   2000
   
 
Corporate stocks
  $ 3,096,453     $ (5,328,523 )
Mutual funds
    (1,599,281 )     (1,151,719 )
 
   
     
 
 
  $ 1,497,172     $ (6,480,242 )
 
   
     
 

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 period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000:
                 
    2001   2000
   
 
Participant contributions
  $ 778,118     $ 1,148,769  
Employer contributions
    523,051       2,343,440  
Interest and dividend income
    187       1,855  
Net (depreciation) appreciation of investments
    3,096,453       (5,328,523 )
Benefits paid to participants
    (1,598,075 )     (2,336,580 )
Transfers to participant-directed investments
    (990,948 )     (1,023,052 )
Transfer of assets related to sale of subsidiary
          (2,986,320 )
Transfer to Avnet, Inc. 401(k) Plan
    (12,639,687 )      
Administrative expenses
    (44,368 )     (10,216 )
 
   
     
 
 
  $ (10,875,269 )   $ (8,190,627 )
 
   
     
 

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

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.
 
   
 
   
 
   
 
   
 
   
 
   
 
   

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SUPPLEMENTAL SCHEDULE

 
 
 
 
 
 
 
 
 

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Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust
(EIN 74-1763541, Plan #001)

SCHEDULE OF REPORTABLE TRANSACTIONS
for the Period ended November 8, 2001

                                 
    Purchase   Selling   Cost of   Net
Identity   price   price*   asset   gain

 
 
 
 
Kent Stock Fund
  $ 2,213,510     $ 16,185,232     $ 15,189,102     $ 996,130  

 

 

 

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

 

 

 

 

 

 

 

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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 11, 2002 /s/ Raymond Sadowski


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


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EXHIBIT INDEX
     
Exhibit 23.1 Consent of Independent Certified Public Accountants

                                                                    Exhibit 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated June 10, 2002, accompanying the financial
statements and schedule included in the Kent Electronics Corporation
Tax-Deferred Savings and Retirement Plan and Trust's Form 11-K for the period
from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000.
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
July 11, 2002