SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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): November 13, 2001
A V N E T, I N C.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4224 11-1890605
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(Commission File Number) (I.R.S. Employer Identification No.)
2211 South 47th Street, Phoenix, Arizona 85034
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(Address of principal executive offices) (Zip Code)
(480) 643-2000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On November 13, 2001, the Registrant sold $400,000,000 aggregate
principal amount of its 8% Notes due 2006 (the "Notes") in an underwritten
public offering pursuant to the Registrant's Registration Statement on Form S-3,
Registration No. 333-39530 (the "Registration Statement").
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The exhibits listed below relate to the Registration Statement:
Exhibit Number Description of Exhibit
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1 Pricing Agreement dated November 13, 2001,
between the Registrant and Banc of America
Securities LLC (included in Exhibit 4.2
below as Exhibit B thereto).
4.1 Indenture dated as of October 1, 2000,
between the Registrant and Bank One Trust
Company, N.A., as Trustee, providing for the
issuance of Debt Securities in one or more
series, filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K
bearing cover date of October 12, 2000, and
incorporated herein by reference.
4.2 Officers' Certificate dated November 14,
2001, providing for the Notes, including (a)
the form of the Notes, and (b) the Pricing
Agreement referred to in Exhibit 1 above.
5 Opinion of David R. Birk with respect to the
legality of the Notes.
12 Computation of ratios of earnings to fixed
charges.
2
SIGNATURE
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 thereunto duly authorized.
AVNET, INC.
Date: November 16, 2001 By:/s/Raymond Sadowski
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Raymond Sadowski
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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1 Pricing Agreement dated November 13, 2001,
between the Registrant and Banc of America
Securities LLC (included in Exhibit 4.2
below as Exhibit B thereto).
4.1 Indenture dated as of October 1, 2000,
between the Registrant and Bank One Trust
Company, N.A., as Trustee, providing for the
issuance of Debt Securities in one or more
series, filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K
bearing cover date of October 12, 2000, and
incorporated herein by reference.
4.2 Officers' Certificate dated November 14,
2001, providing for the Notes, including (a)
the form of the Notes, and (b) the Pricing
Agreement referred to in Exhibit 1 above.
5 Opinion of David R. Birk with respect to the
legality of the Notes.
12 Computation of ratios of earnings to fixed
charges.
4