SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AVNET, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
053807103
(CUSIP Number)
c/o Alistair Boyle
Permira (Europe) Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey Channel Islands GY1 3QL
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Andrew P. Varney, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
1001 Pennsylvania Avenue, N.W.
Suite 800
Washington, D.C. 20004
February 14, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.|_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 053807103 13D Page 3 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira Europe II Nominees Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 4 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira Europe II Managers, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No. 053807103 13D Page 5 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira (Europe) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 6 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira UK Venture IV Nominees Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 7 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Schroder Venture Managers (Guernsey) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 8 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SV (Nominees) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 9 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Schroder Ventures Investment Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
This Amendment No. 3 amends and supplements the statement on Schedule
13D filed by Permira Europe II Nominees Limited, Permira Europe II Managers
L.P., Permira (Europe) Limited, Permira UK Venture IV Nominees Limited,
Schroder Venture Managers (Guernsey) Limited, SV (Nominees) Limited, and
Schroder Ventures Investment Limited with the Securities and Exchange
Commission ("SEC") on July 15, 2005, and amended on July 22, 2005 and
January 25, 2006, relating to the Common Stock of Avnet, Inc., a New York
corporation (the "Company"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following immediately before
the final two paragraphs thereof:
Pursuant to an underwriting agreement, dated February 8, 2006 (the
"Underwriting Agreement"), by and among the Company, PE2 Nominees, VF4
Nominees and SV Nominees (the "Selling Stockholders") and the
representatives of the several underwriters listed in Schedule B thereto
(collectively, the "Underwriters"), the Underwriters agreed to purchase
from the Selling Stockholders and the Selling Stockholders agreed to sell
to the Underwriters, an aggregate of 15,700,000 shares of Common Stock (the
"Sale"). In addition, pursuant to the Underwriting Agreement, the Selling
Stockholders granted the Underwriters an option, exercisable within 30 days
after the date of the final prospectus (the "Prospectus") filed by the
Company on February 9, 2006 pursuant to Rule 424(b) of the Securities Act,
to purchase an additional 2,257,367 shares of Common Stock from the Selling
Stockholders at the same purchase price per share for the purpose of
covering over-allotments (the "Over-Allotment Option").
Pursuant to the Prospectus, the public offering price in the public
offering of Common Stock by the Company was $24.00 per share and the
underwriting discount was $0.84 per share. Pursuant to the Underwriting
Agreement, the Underwriters agreed to purchase shares of Common Stock in
the Sale and upon exercise of the Over-Allotment Option at a price per
share of $23.16 (which is net of underwriting discounts and commissions).
Accordingly, the Selling Stockholders sold an aggregate of 17,957,367
shares of Common Stock (including the Over-Allotment Option) to the
Underwriters at a price per share of $23.16 (which is net of underwriting
discounts and commissions) for an aggregate amount of $415,892,619.72. The
Underwriting Agreement contains standard terms and conditions for a public
offering including customary representations and warranties and indemnity
provisions. The foregoing description of the Underwriting Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of the Underwriting Agreement, the form of which is filed as Exhibit 4
to this Schedule 13D.
The Sale of 17,957,367 shares of Common Stock held by the Reporting
Persons was consummated on February 14, 2006.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety as follows:
(a) and (b)
As of the date hereof, none of the PE2 Nominees, VF4 Nominees and SV
Nominees own any shares of Common Stock, which represents, in the
aggregate, 0% of the Company's issued and outstanding shares of Common
Stock. The beneficial ownership percentages in this report are based on a
total of 146,281,787 shares outstanding as of February 2, 2006 (as reported
by the Company in the Prospectus).
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the persons named in response to paragraph (a),
none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities owned by any member of the group.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Common Stock on February 14, 2006, based on a
total of 146,281,787 shares of Common Stock outstanding as of February 2,
2006 (as reported by the Company in the Prospectus).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended in its entirety by the following:
In connection with the Sale, on February 8, 2006, the Selling
Stockholders executed a lock-up agreement (the "Lock-Up Agreement) pursuant
to which the Selling Stockholders agreed not to offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of
the Common Stock or securities convertible into or exchangeable or
exercisable for any shares of the Common Stock, enter into a transaction
that would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the ownership of
the Common Stock, whether any of these transactions are to be settled by
delivery of the Common Stock or other securities, in cash or otherwise, or
publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of the
Underwriters for a period of 81 days after February 8, 2006. The foregoing
description of the Lock-Up Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Lock-Up Agreement,
the form of which is filed as Exhibit 5 to this Schedule 13D.
In addition, as described under Item 4 above, certain of the Reporting
Persons have entered into the Securities Acquisition Agreement, the
Registration Rights Agreement, the Board Nominee Agreement and the
Underwriting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Exhibit No. Title
----------- -----
4 Underwriting Agreement, dated as of February 8, 2006,
between Avnet, Inc., the sellers named therein and
Goldman, Sachs & Co., Credit Suisse Securities (USA)
LLC, and Banc of America Securities LLC (as
Representatives of the Several Underwriters), which is
hereby incorporated by reference to the Current Report
on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
February 10, 2006.
5 Form of Lock-Up Agreement, dated February 8, 2006, by
Permira Europe II Nominees Limited, Permira UK Venture
IV Nominees Limited and SV (Nominees) Limited.
Signature
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 14, 2006
PERMIRA EUROPE II
NOMINEES LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira Europe II Nominees
Limited
By: Alistair Boyle,
Alternate Director
PERMIRA (EUROPE) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira (Europe) Limited
By: Alistair Boyle,
Alternate Director
PERMIRA EUROPE II MANAGERS, L.P.
BY: PERMIRA (EUROPE) LIMITED,
ITS GENERAL PARTNER
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira (Europe) Limited, as General
Partner
By: Alistair Boyle,
Alternate Director
PERMIRA UK VENTURE IV
NOMINEES LIMITED
Signed on behalf of Permira
UK Venture IV Nominees
Limited:
Signed by: /s/ Tim Lowe
------------
Director
/s/ John Symons
---------------
for Doyle Administrators Ltd.
Secretary
(A) as nominee for Barings (Guernsey)
Limited as (i) Trustee of Schroder UK
Venture Fund IV Trust, and (ii)
Custodian of Schroder UK Venture Fund
IV LP1 and Schroder UK Venture Fund IV
LP2, and
(B) as nominee for Schroder Venture
Managers (Guernsey) Limited as manager
of the Schroder UK Venture Fund IV
Co-investment Scheme
SCHRODER VENTURE
MANAGERS (GUERNSEY) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Schroder Venture Managers
(Guernsey) Limited
By: Alistair Boyle,
Alternate Director
SV (NOMINEES) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
SV (Nominees) Limited as nominee
for Schroder Ventures Investments
Limited
By: Alistair Boyle,
Alternate Director
SCHRODER VENTURES INVESTMENTS
LIMITED
Signed by: /s/Alistair Boyle
-----------------
for and on behalf of Schroder
Ventures Investments Limited
By: Alistair Boyle,
Alternate Director
EXHIBIT INDEX
Exhibit No. Title
----------- -----
4 Underwriting Agreement, dated as of February 8, 2006,
between Avnet, Inc., the sellers named therein and
Goldman, Sachs & Co., Credit Suisse Securities (USA)
LLC, and Banc of America Securities LLC (as
Representatives of the Several Underwriters), which is
hereby incorporated by reference to the Current Report
on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
February 10, 2006.
5 Form of Lock-Up Agreement, dated February 8, 2006, by
Permira Europe II Nominees Limited, Permira UK Venture
IV Nominees Limited and SV (Nominees) Limited.