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): FEBRUARY 6, 2003 ARROW ELECTRONICS, INC. (Exact Name of Registrant as Specified in Charter) NEW YORK 1-4482 (State or Other Jurisdiction (Commission File of Incorporation) Number) 50 MARCUS DRIVE, MELVILLE, NEW YORK (Address of Principal Executive Offices) Registrant's telephone number, including area code: (631) 847-2000 N/A (Former Name or Former Address, if Changed Since Last Report) Item 9. Regulation FD Disclosure The Registrant has amended its accounts receivable securitization facility to extend the maturity date to February 18, 2004 and to make certain other changes to the terms of the facility, including amendments to covenants, elimination of a ratings trigger that could have made the facility unavailable for additional borrowing in the event that the Registrant's senior unsecured credit rating fell below investment grade and a reduction in the size of the facility to $550 million. The Registrant has also amended its multi-year revolving credit facility to make certain changes to the terms of the facility, including amendments to covenants and a reduction in the size of the facility to $450 million. The company has no borrowings outstanding under either facility. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARROW ELECTRONICS, INC. By: /s/ Peter S. Brown ------------------------- Name: Peter S. Brown Title: Senior Vice President EXHIBIT INDEX The following exhibits are filed herewith: Exhibit Description ------- ------------ 99.1 Amendment No. 7 to Transfer and Administration Agreement 99.2 Third Amendment to the Arrow Electronics, Inc. Amended and Restated Three Year Credit Agreement