SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 13, 2005
ARROW ELECTRONICS, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-4482 11-1806155
--------------------------------------------------------------------------------
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
50 MARCUS DRIVE, MELVILLE, NEW YORK 11747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 847-2000
Not Applicable
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
20.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 13, 2005 Arrow Electronics, Inc. (the "Company") and certain of the
Company's subsidiaries, as borrowers, entered into a Amended and Restated
Five-Year Credit Agreement with the lenders from time to time party thereto,
JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A.,
The Bank of Nova Scotia, BNP Paribas and Wachovia Bank National Association as
syndication agents, (the "Amended and Restated Credit Agreement"), which
replaces the Company's existing credit facility dated as of December 18, 2003.
The Amended and Restated Credit Agreement provides for revolving credit
facilities and letters of credit in the aggregate amount of up to $600,000,000.
The Company and certain of its U.S. and non-U.S. subsidiaries may be borrowers
under the Amended and Restated Credit Agreement. Loans may be made, and letters
of credit may be issued, under the Amended and Restated Credit Agreement in U.S.
Dollars, British Pounds Sterling, Euros and other specified currencies. The
Company's obligations are guaranteed by certain of the Company's domestic
subsidiaries. The obligations of any subsidiary borrowers are guaranteed by the
Company.
The interest rate applicable to the credit facilities is, at the Company's
option, a floating base rate plus a margin of 0%, or a floating eurocurrency
rate plus a margin of between 0.375% and .95%. The applicable margin is
determined based on the actual or implied senior unsecured non-credit enhanced
debt ratings of the Company in effect from time to time by Moody's Investors
Service, Inc. or Standard & Poor's Ratings Services.
The Amended and Restated Credit Agreement contains a number of covenants,
including compliance with various financial ratios and tests, and certain
covenants that restrict, among other things, the Company's ability to incur
debt; incur liens; merge or consolidate with other companies; enter into
agreements that limit its or its subsidiaries' ability to incur liens or its
subsidiaries ability to pay dividends; and make certain acquisitions, and a
covenant that limits the amount of dividends or distributions that may be paid
to stockholders. Events of default under the Amended and Restated Credit
Agreement include the failure to pay principal or interest when due; the breach
of any representation or warranty; covenant defaults; insolvency of the Company
or certain subsidiaries; imposition of certain judgments; certain events
relating to the Employee Retirement Income Security Act of 1974 (as amended); a
change in control (with respect to Company's board of directors or the ownership
of the Company's shares); impairment of loan documentation or any guarantees;
and cross-defaults to certain other indebtedness.
In the ordinary course of their respective businesses, some of the lenders under
the Amended and Restated Credit Agreement, or their affiliates, have performed,
and may in the future perform, commercial banking, investment banking, trust,
advisory or other financial services for the Company and its affiliates.
A copy of the Amended and Restated Credit Agreement is filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference.
2
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
EXHIBIT DESCRIPTION
NO.
10.1 Amended and Restated Five-Year Credit Agreement,
dated as of June 13, 2005, among Arrow
Electronics, Inc. and certain of its subsidiaries,
as borrowers, the lenders from time to time party
thereto, JPMorgan Chase Bank, N.A. as
administrative agent, and Bank of America, N.A.,
The Bank of Nova Scotia, BNP Paribas and Wachovia
Bank National Association, as syndication agents
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARROW ELECTRONICS, INC.
Date: June 16, 2005 By: /s/ Peter S. Brown
------------------------------------------------
Name: Peter S. Brown
Title: Senior Vice President and General Counsel
4
Exhibit Index
EXHIBIT
NO. DESCRIPTION
------- -----------
10.1 Amended and Restated Five-Year Credit Agreement, dated as
of June 13, 2005, among Arrow Electronics, Inc. and
certain of its subsidiaries, as borrowers, the lenders
from time to time party thereto, JPMorgan Chase Bank, N.A.
as administrative agent, and Bank of America, N.A., The
Bank of Nova Scotia, BNP Paribas and Wachovia Bank
National Association, as syndication agents
5