Prospectus Filed Pursuant to Rule 424

PROXY STATEMENT/ PROSPECTUS

Dear Fellow Stockholders:

      The board of directors of Savoir Technology Group, Inc. has called a special meeting of stockholders for June 29, 2000 at which you will be asked to consider and to vote upon a proposal to merge our company with a wholly-owned subsidiary of Avnet, Inc. Avnet is one of the largest electronics components and computer products distribution businesses in the world.

      The date, time and place of the special meeting are as follows:

44951 Industrial Blvd.

      In the merger, holders of Savoir common stock will receive, in exchange for each share they hold, between 0.15494 and 0.11452 of a share of Avnet common stock, depending upon the average closing price of Avnet common stock during the fifteen trading days ending five trading days before the date of the special meeting. Holders of Savoir series A preferred stock will receive, in exchange for each share they hold, a portion of a share of Avnet common stock equal to $9.6581 divided by the average closing price of Avnet common stock during the five trading days before the date of the merger. Avnet will issue only full numbers of its shares to Savoir stockholders; fractional share interests will be settled in cash. The Avnet common stock is listed for trading on The New York Stock Exchange and the Pacific Exchange under the symbol “AVT.” The merger will be tax-free to Savoir stockholders except to the extent that they receive cash instead of fractional Avnet shares.

      Your vote is very important. We cannot proceed with the merger unless the stockholders of Savoir adopt the merger agreement. You are cordially invited to attend the special meeting. Whether or not you plan to attend, please complete and mail the enclosed proxy card to us or provide your voting instructions by telephone in accordance with the accompanying instructions. If you do not return your card or instruct your broker how to vote your shares held in your broker’s name, the effect will be the same as a vote against the merger.

      This proxy statement/prospectus gives you detailed information about the merger. It includes the merger agreement, which is attached as Appendix A. You can also obtain information about Savoir and Avnet from publicly available documents that they have filed with the Securities and Exchange Commission. We encourage you to read this entire document carefully.

      YOUR BOARD OF DIRECTORS ENTHUSIASTICALLY AND UNANIMOUSLY SUPPORTS THIS MERGER AND RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE MERGER AGREEMENT.

	/s/ P. Scott Munro
	P. SCOTT MUNRO
	Chairman of the Board

Please see page 11 for risk factors relating to the merger which you should

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated May 23, 2000

44951 Industrial Boulevard

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Savoir Technology Group, Inc.:

      Savoir Technology Group, Inc., a Delaware corporation, will hold a special meeting of stockholders on June 29, 2000 at 10:00 a.m., local time, at the company’s offices at 44951 Industrial Boulevard, Fremont, California 94538 to vote on:

	•	A proposal to adopt the Amended and Restated Agreement and Plan of Merger dated as of March 2, 2000, among Avnet, Inc., Tactful Acquisition Corp. and Savoir Technology Group, Inc., under which Avnet would acquire Savoir; and
	•	Any other business that may properly come before the special meeting or any adjournments, postponements, continuations or reschedulings of the special meeting.

      Only stockholders of record at the close of business on May 23, 2000 will receive notice of and be entitled to vote at the special meeting.

      In the merger, Savoir stockholders generally will receive Avnet common stock (and cash instead of fractional shares). However, holders of Savoir series A preferred stock who do not vote in favor of adopting the merger agreement and who perfect their appraisal rights under Section 262 of the Delaware General Corporation Law will have the right to receive from Savoir a cash payment of the judicially determined fair value of their shares. See “Appraisal Rights” in the attached proxy statement/prospectus for a description of the procedures which must be followed to perfect appraisal rights under Section 262, a copy of which is included as Appendix E to this proxy statement/prospectus. Holders of Savoir common stock will not have appraisal rights.

      You are cordially invited to attend the special meeting in person. Your vote is important. Whether or not you expect to attend the special meeting, please complete, date and sign the accompanying proxy and return it promptly in the enclosed, postage-paid envelope. You can find instructions for voting on the enclosed proxy card. Record holders may also submit their proxy with voting instructions by telephone in accordance with the instructions on the enclosed proxy card. Beneficial holders who hold shares in street name may be able to vote by telephone or through the Internet in accordance with the instructions they receive from the nominees holding their shares.

      Please do not send in any of your Savoir stock certificates at this time. If the merger is completed, we will send you instructions regarding how to exchange your Savoir stock certificates for Avnet stock certificates.

      Your Board of Directors unanimously recommends that you vote FOR adoption of the Amended and Restated Agreement and Plan of Merger.

	By Order of the Board of Directors
	/s/ P. Scott Munro
	P. SCOTT MUNRO
	Secretary

May 23, 2000

Sources of Additional Information

      This proxy statement/prospectus incorporates important business and financial information about Savoir and Avnet from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this proxy statement/prospectus, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses:

      If you would like to request documents, please do so by June 22, 2000, in order to receive them before the special meeting.

See “Where You Can Find More Information” (page 54).

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Table of Contents

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Questions and Answers About the Merger

Q:	Who are the parties to this merger?
A:	Tactful Acquisition Corp., a wholly-owned subsidiary of Avnet, Inc., will merge into Savoir Technology Group, Inc. and cease to exist. Savoir will remain after the merger as the surviving corporation and become a wholly-owned subsidiary of Avnet.
Q:	What will Savoir stockholders receive?
A:	Holders of Savoir common stock will receive, for each share of Savoir common stock, between 0.15494 and 0.11452 of a share of Avnet common stock, depending upon the average of the closing prices of Avnet common stock during the fifteen consecutive trading days ending five trading days before the date of the special meeting.
	Holders of Savoir series A preferred stock (other than holders who perfect their appraisal rights under Delaware law) will receive, for each share of series A preferred stock, a portion of a share of Avnet common stock equal to $9.6581 divided by the average of the closing prices of Avnet common stock during the five consecutive trading days ending on the trading day before the effective date of the merger.
Q:	Why is Savoir merging?
A:	The board of directors of Savoir believes that Savoir, by becoming a part of Avnet, should be able to:

•	reduce its costs by combining its operations with Avnet’s established infrastructure,
•	expand its position with its customers by combining its marketing power and product offerings with those of Avnet, and
•	benefit from the strength and experience of Avnet’s senior management team.

Q:	Why is the Savoir board of directors recommending that I vote for adoption of the merger agreement?
A:	In reaching its decision to approve the merger agreement and the merger and to recommend that Savoir stockholders adopt the merger agreement, the Savoir board of directors consulted with Savoir management, as well as with Savoir’s financial and legal advisors, and considered the terms of the proposed merger agreement and the transactions contemplated by the merger agreement. In addition, the Savoir board of directors considered each of the items set forth on pages 22 to 23. Based on those consultations and considerations, the Savoir board of directors unanimously approved the merger agreement and the merger, and believes that the terms of the merger agreement and the merger are advisable and fair to, and in the best interests of, Savoir and its stockholders.
Q:	What should I do?
A:	After you have carefully read this proxy statement/prospectus, please mail your signed proxy card to us in the enclosed envelope, or submit your proxy with voting instructions by telephone in accordance with the instructions on the accompanying proxy card, so that your shares will be voted at the special meeting.
Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A:	Your broker will not be able to vote your shares without instructions from you. You should instruct your broker how to vote your shares following the directions provided by your broker. Failure to instruct your broker to vote your shares is equivalent to voting against the merger agreement.
Q:	Can I change my vote after I have submitted my proxy with voting instructions?
A:	Yes. There are three ways in which you may revoke your proxy and change your vote at any time before the special meeting:

•	You may send a written notice of revocation to the Corporate Secretary of Savoir at 44951 Industrial Boulevard, Fremont, California 94538, in time for it to be received before the meeting.

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•	You may complete and submit by mail a new proxy card or submit your proxy with new voting instructions by telephone. Your latest dated proxy actually received by Savoir by mail or telephone before the special meeting will be recorded and any earlier votes will be revoked.
•	You may attend the special meeting and vote in person. However, simply attending the special meeting without voting will not revoke your proxy.

	If you have instructed a broker to vote your shares which the broker holds of record, you must follow directions received from your broker to change or revoke your previous voting instructions.

Q:	Should I send in my Savoir stock certificates now?
A:	No. After the merger has been completed, you will receive instructions for exchanging your Savoir stock certificates for Avnet stock certificates. Please do not send in your stock certificates with your proxy card.
Q:	How many Savoir shares will be converted into Avnet shares?
A:	13,611,156 currently outstanding shares of Savoir common stock, and 1,850,012 currently outstanding shares of Savoir series A preferred stock, will be converted into Avnet common stock. Also, a maximum of 3,633,475 additional shares of Savoir common stock could be issued before the merger upon exercise of employee stock options and warrants and would if so issued also be converted into Avnet common stock.
Q:	Will the merger be consummated if stockholders of Savoir do not approve it?
A:	No. The merger agreement must be adopted by a majority of the votes represented by all shares of Savoir series A preferred stock and common stock outstanding on the record date for the special meeting, voting together as a single class. If the stockholders of Savoir do not approve of the merger, it will not be consummated.
Q:	Will the shares of Avnet common stock issued in the merger be listed on the New York Stock Exchange?
A:	Yes. The Avnet common stock is currently listed on the New York Stock Exchange and the Pacific Exchange under the symbol “AVT.” After the merger, the Avnet common stock (including the shares issued in the merger) will continue to be listed on both exchanges.
Q:	Am I entitled to appraisal rights?
A:	Holders of Savoir common stock are not entitled to appraisal rights in connection with the merger. Only holders of Savoir series A preferred stock will have appraisal rights. We describe the procedures for exercising appraisal rights in this proxy statement/ prospectus and we attach the provisions of Delaware law that govern appraisal rights as Appendix E to this proxy statement/prospectus.
Q:	What are the tax consequences of the merger to Savoir stockholders?
A:	The exchange of Savoir shares for Avnet shares in the merger will be a tax-free transaction for federal income tax purposes for Savoir stockholders, except to the extent that they receive any cash instead of fractional Avnet shares.
Q:	Whom should Savoir stockholders call with questions?
A:	Savoir stockholders who have more questions about the merger should contact:

Georgeson Shareholder Communications Inc.

Call Toll-Free 1-800-223-2064

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Summary

      This summary, together with the preceding Questions and Answers section, highlights the important information contained in this proxy statement/ prospectus but may not contain all of the information that may be important to you. We urge you to read carefully this entire proxy statement/ prospectus and the other documents to which it refers to understand fully the merger. See “Where You Can Find More Information” on page 54. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Companies

  Savoir Technology Group, Inc. (page 18)

      Savoir is a value-added wholesale distributor of commercial mid-range servers, peripheral equipment (including wireless networking equipment, storage products, printers and terminals) and software. Management of Savoir believes that it is one of the leading distributors of the commercial mid-range servers product lines of International Business Machines Corporation. The principal executive offices of Savoir are at 44951 Industrial Boulevard, Fremont, California 94538, and its telephone number at that address is (510) 413-0120.

  Avnet, Inc. (page 18)

      Avnet is one of the world’s largest industrial distributors of electronic components and computer products, with net sales for its fiscal year ended July 2, 1999 of $6.35 billion. It has distribution operations in the Americas, Europe, South Africa and the Asia/ Pacific region. The principal executive offices of Avnet are at 2211 South 47th Street, Phoenix, Arizona 85034, and its telephone number at that address is (480) 643-2000.

The Merger (page 20)

      We are proposing a merger in which Tactful Acquisition Corp., a wholly-owned subsidiary of Avnet, will merge into Savoir and will cease to exist, and Savoir will remain as the surviving corporation. After the merger, Savoir will be a wholly-owned subsidiary of Avnet.

What You Will Receive (page 30)

      In the merger, each share of Savoir common stock will be converted into the right to receive between 0.15494 and 0.11452 of a share of Avnet common stock, depending upon the average of the closing prices of Avnet common stock during the fifteen trading days ending five trading days before the date of the Savoir special meeting. The following table illustrates how the average closing price of Avnet common stock will affect the exchange ratio:

      To illustrate, assuming an average closing price for Avnet common stock of $59, a Savoir stockholder who owns 1,000 shares of Savoir common stock would receive 133 shares of Avnet common stock and a cash payment in lieu of a 0.0508 fractional share of Avnet common stock.

      In the merger, each share of Savoir series A preferred stock, other than shares held by stockholders who perfect their appraisal rights under Delaware law, will be converted into the right to receive a portion

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Recommendation to Savoir Stockholders (page 22)

      The board of directors of Savoir has determined that the merger is fair to and in the best interests of its stockholders, and unanimously recommends that you vote “FOR” the adoption of the merger agreement.

Opinion of Financial Adviser (page 23)

      Alliant Partners, financial adviser to Savoir, delivered an opinion to the board of directors of Savoir as to the fairness of the consideration in the merger from a financial point of view. The full text of this opinion is attached as Appendix D to this proxy statement/prospectus and you should read it carefully in its entirety to understand the procedures followed, assumptions made, matters considered and limitations on the review undertaken by Alliant in providing its opinion.

Interests of Certain Persons in the Merger and Possible Conflicts of Interest (page 27)

      In considering the recommendation of the Savoir board of directors that the merger agreement be adopted, Savoir stockholders should be aware that a number of Savoir executive officers and directors have interests in the merger that are, or may be, different from the interests of other Savoir stockholders. They include the following:

	•	P. Scott Munro, the Chairman of the Board and Chief Executive Officer of Savoir, has an employment agreement and an executive retention agreement with Savoir under which, upon a change of control (such as the merger), Savoir will forgive a debt which Mr. Munro owes to Savoir in the amount of $3,600,000 plus accrued interest, and if within twelve months after the change of control Mr. Munro’s employment is terminated without cause, or he resigns for good reason, Mr. Munro will receive a severance payment equal to 200% of the sum of his annual salary (which salary is currently $495,000) plus his maximum incentive bonus (currently $270,000). Under the agreements, if the benefits payable to Mr. Munro following a change of control would be subject to a “golden parachute” excise tax, Mr. Munro may require Savoir to reduce the amount paid to him to the extent necessary to maximize his after-tax income.

	At the time of the merger agreement, Mr. Munro entered into a consulting and noncompetition agreement with Savoir and Tactful which provides that, as of and from the effective time of the merger, Mr. Munro’s employment with Savoir will terminate and he will be entitled to all amounts and benefits payable to him under his employment agreement and executive retention agreement upon a termination after a change of control, that is, Savoir will forgive his debt in full, and he will receive a severance payment equal to $1,530,000, all subject to reduction at the request of Mr. Munro in order to maximize his after-tax income.
	Under an amendment of stock option agreements with Mr. Munro, Savoir has a right to repurchase 300,000 shares of its common stock from Mr. Munro at a price per share of $6. If the merger is completed, Savoir’s right to repurchase the shares will lapse.

	•	The merger will be a change in control of Savoir under the employment agreements of Carlton Joseph Mertens II, Savoir’s President and Chief Operating Officer, Terry Johnson, Savoir’s Chief Financial Officer and Robert O’Reilly, Savoir’s Senior Vice President of Human Resources, triggering rights of those officers, including the right to receive cash payments if their employment is terminated without cause at any time or if there are material reductions in their responsibilities following the merger, and the immediate vesting of all unvested employee stock options they hold.
	•	Upon completion of the merger, Avnet will assume Savoir’s obligations under Savoir’s 1994 Stock Option Plan, so that the outstanding options to purchase Savoir common stock will become options

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		to purchase Avnet shares in a number and at an exercise price adjusted to reflect the exchange ratio for the merger.
	•	Avnet has agreed to preserve indemnification rights of Savoir’s directors and officers for serving in their capacities as such and has agreed to maintain their directors’ and officers’ liability insurance coverage not less than four years following the merger.

The Special Meeting

  Time, Place and Matters to Be Voted Upon (page 13)

      The special meeting of Savoir’s stockholders will be held on June 29, 2000 at 10:00 a.m., local time, at Savoir’s offices at 44951 Industrial Boulevard, Fremont, California 94538. At the special meeting, you will be asked:

	1.	to adopt the merger agreement; and
	2.	to act on any other business that may properly come before the special meeting or any adjournments, postponements, continuations or reschedulings of it.

  Record Date and Vote Required (page 13)

      You may cast one vote for each share of common stock of Savoir, and 1.1953125 votes for each share of Savoir series A preferred stock, that you owned at the close of business on May 23, 2000, the record date for the special meeting. Adoption of the merger agreement requires approval by a majority of the votes represented by all shares of Savoir series A preferred stock and Savoir common stock outstanding on the record date, voting together as a single class.

      On May 23, 2000 there were 13,611,156 shares of Savoir common stock, and 1,850,012 shares of Savoir series A preferred stock outstanding and entitled to vote. Thus, a maximum of 15,822,482 votes may be cast at the special meeting. As of the record date, all directors and executive officers of Savoir beneficially owned an aggregate of 2,087,490 outstanding shares of Savoir common stock (not including shares issuable upon exercise of stock options), which entitle them to cast approximately 13.19% of all votes which may be cast at the special meeting. Avnet entered into an inducement agreement with directors and executive officers holding 2,082,034 shares of Savoir common stock, in which those stockholders granted Avnet an irrevocable proxy to vote all of their shares in favor of the adoption of the merger agreement. See “Other Agreements” page 37.

The Merger Agreement

      The merger agreement is attached to this proxy statement/prospectus as Appendix A. Please read the merger agreement carefully and in its entirety. It is the legal document that governs the merger.

  Effective Time of the Merger (page 31)

      The merger will become effective as soon as practicable after all the conditions to the completion of the merger have been satisfied or waived. Although we can give you no assurances, we currently expect that the merger will become effective shortly after the conclusion of the special meeting if the Savoir stockholders adopt the merger agreement.

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  Conditions to the Merger (page 32)

      The completion of the merger depends on a number of conditions being satisfied or, where applicable, waived, including:

	•	approval of the merger agreement by the stockholders of Savoir;
	•	the accuracy in all material respects of the representations and warranties of Avnet and Savoir and compliance in all material respects by each of them with of all its covenants under the merger agreement;
	•	receipt of legal opinions confirming that the United States federal income tax treatment will be as described in this document; and
	•	receipt of all approvals required by law.

      We furnished information and materials concerning Avnet, Savoir and the proposed merger to the Antitrust Division of the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the required waiting period has terminated. However, the Antitrust Division and the Federal Trade Commission still have the power to challenge the merger on antitrust grounds before or after the merger is completed. No other material federal or state regulatory requirements remain to be complied with, and no other federal or state regulatory approval must be obtained, in connection with the merger.

  Termination (page 35)

      Avnet and Savoir may agree in writing to terminate the merger agreement at any time before completing the merger, even after the stockholders of Savoir have approved it.

      Also, either of us may decide, without consent of the other, to terminate the merger agreement if:

	•	any governmental entity has issued a final and non-appealable order prohibiting any of the transactions contemplated by the merger agreement;
	•	the merger has not been completed by September 15, 2000;
	•	Savoir fails to hold the special meeting or the Savoir stockholders do not adopt the merger agreement; or
	•	the other breaches any representation, warranty, covenant, agreement, condition or obligation in the merger agreement, and the breach or failure of the covenant, agreement, condition or obligation has or is likely to have a material adverse effect on the breaching party.

      Savoir may terminate the merger agreement without the consent of Avnet for the purpose of entering into an agreement for an acquisition proposal superior to the merger with Avnet.

      Avnet may terminate the merger agreement without the consent of Savoir if the board of directors of Savoir withdraws or adversely amends its recommendation of the merger agreement to the Savoir stockholders or recommends to them another acquisition proposal.

  Fees and Expenses (page 36)

      Whether or not the merger is completed, Avnet and Savoir each will pay their own fees and expenses.

  Termination Fee (page 36)

      Savoir will pay Avnet $750,000 in cash if:

	•	Avnet terminates the merger agreement because the Savoir stockholders have not adopted the merger agreement, or because of a breach by Savoir of any of its representations, warranties and covenants in the merger agreement which has or would reasonably be likely to have a material

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		adverse effect on Savoir, or because the board of directors of Savoir has withdrawn or adversely amended its recommendation of the merger agreement to the Savoir stockholders or recommended another acquisition proposal for Savoir; or
	•	Savoir terminates the merger agreement because the Savoir stockholders have not adopted the merger agreement, or Savoir terminates the merger agreement for the purpose of entering into a superior acquisition proposal;

and, in each case, Savoir and its stockholders have received another acquisition proposal.

      Savoir will pay to Avnet an amount in cash equal to $4,500,000, less any previous payment of $750,000 as described above, if the merger agreement is terminated:

	•	as described above; or
	•	by Avnet if the merger has not been consummated by September 15, 2000;

and, in either case, within one year of such termination, Savoir enters into an agreement to effect another acquisition proposal.

Other Agreements (page 37)

      At the same time as Avnet and Savoir first executed and delivered the merger agreement,

	•	Avnet and Savoir entered into an option agreement under which Savoir granted Avnet an option to purchase up to 2,023,435 shares of Savoir common stock, representing about 15% of the outstanding shares of Savoir common stock, at an exercise price of $6.83 per share, and
	•	Avnet entered into an inducement agreement with directors and executive officers holding 2,082,034 shares Savoir common stock, representing about 15% of the outstanding shares of Savoir common stock, in which those stockholders granted Avnet a proxy to vote their shares in favor of adoption of the merger agreement and granted Avnet an option to purchase those shares at an exercise price of $7.85 per share.

Material Federal Income Tax Consequences of the Merger (page 38)

      In general, Savoir stockholders will recognize no gain or loss for federal income tax purposes as a result of the merger.

      Avnet and Savoir have conditioned the merger on their receipt of legal opinions that the merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986. Avnet and Savoir each could choose to waive receipt of its legal opinion. However, if the receipt of a legal opinion is waived and there is a material difference in the tax consequences to you from what we have described in this document, we will recirculate revised proxy materials and resolicit the vote of stockholders.

      This tax treatment may not apply to certain Savoir stockholders and may depend on your specific situation and on variables not within our control. We urge you to consult your own tax adviser for a full understanding of the tax consequences of the merger.

Comparison of Shareholders’ Rights (page 40)

      The rights of Savoir stockholders currently are governed by Delaware law, the Savoir certificate of incorporation and the Savoir by-laws. Savoir stockholders will receive Avnet common stock in the merger, so that after the merger their rights as Avnet shareholders will be governed by New York law, the Avnet certificate of incorporation and the Avnet by-laws, which differ in material respects from Savoir’s certificate of incorporation and by-laws.

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Listing of Avnet Common Stock (page 39)

      The Avnet common stock is listed on the New York Stock Exchange and the Pacific Exchange under the symbol “AVT.” After consummation of the merger, the Avnet common stock will continue to be listed on these Exchanges.

Appraisal Rights (page 43)

      A holder of series A preferred stock who delivers to Savoir a written demand for appraisal before the vote at the special meeting, who does not vote in favor of adopting the merger agreement, and who complies with all other applicable requirements of Delaware law will have the right to receive payment in cash of the “fair value” of his shares of series A preferred stock, as determined in a judicial proceeding in the Court of Chancery of the State of Delaware. The procedure for perfecting appraisal rights is summarized under the caption “Appraisal Rights” and the pertinent provision of Delaware law, Section 262 of the General Corporation Law, is included as Appendix E to this proxy statement/ prospectus. Holders of Savoir common stock will not have appraisal rights with respect to the merger.

Resales of Avnet Common Stock

      The shares of Avnet common stock to be issued in the merger have been registered under the Securities Act of 1933 and therefore may be resold without restriction by all former stockholders of Savoir who are not deemed to be “affiliates” of either Avnet or Savoir. An affiliate of Savoir who receives shares of Avnet common stock in the merger would be unable to resell those shares in the absence of registration of such resales under the Securities Act or the availability of an exemption from such registration.

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Selected Financial Information

      The following tables present selected historical financial information of Savoir and Avnet. This information is based on the consolidated financial statements of Avnet and Savoir which are incorporated by reference in this proxy statement/prospectus, and should be read together with such historical financial statements and the notes thereto. See “Sources of Additional Information” (page ii) and “Where You Can Find More Information” (page 54).

Avnet, Inc.

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	cost of sales, and the $252.3 net pre-tax gain on the sale of Allied Electronics is shown separately in Avnet’s consolidated statement of income for fiscal 1999.
(5)	After (a) gain on sale of Channel Master amounting to $33.8 pre-tax, (b)  operating expenses relating to the divestiture of Avnet Industrial, the closure of Avnet’s corporate headquarters in Great Neck, New York and the anticipated loss on the sale of company-owned real estate amounting to $13.3 in the aggregate and (c)  $35.4 pre-tax ($9.7 cost of sales and $25.7 operating expenses) of incremental special charges associated with the reorganization of the Electronics Marketing Group, primarily in the Americas. The effect of these items was to decrease income before taxes, net income and diluted earnings per share by approximately $14.9, $12.5 and $0.32, respectively.

Savoir Technology Group, Inc.

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Summary Historical and Pro Forma Per Share Data

      The following table presents selected pro forma per share data for Avnet and Savoir on an historical basis, for Avnet and Savoir on a pro forma basis giving effect to the merger, and for Savoir common stock on a pro forma equivalent share basis. The pro forma equivalent share data for Savoir common stock is based on an exchange of 0.13170 of a share of Avnet common stock for each outstanding share of Savoir common stock in the merger. This would be the exchange ratio if the average closing price of a share of Avnet common stock during the fifteen trading days ending five trading days before the date of the special meeting were $59.6063, the midpoint between the range of $50.6654 and $68.5472 in the exchange ratio formula. Management of Avnet and Savoir are currently assessing non-recurring merger charges which could be material to the combined companies’ results of operations and financial condition for the period in which the charges occur. No estimate of these charges is reflected in the Historical and Pro Forma Per Share Data provided below. In addition, the Historical and Pro Forma Per Share Data provided below reflect assumptions that (a) the value of Avnet shares for the purpose of determining the purchase price is $59.6063, (b) outstanding Savoir stock options and warrants are exercised immediately prior to the merger and the exercise proceeds are used to repurchase shares of Savoir stock and (c) convertible preferred stock subject to redemption is exchanged for common stock at the beginning of the period. See “The Merger Agreement — Terms of the Merger” on pages 30 through 31.

      The merger will be accounted for under the purchase accounting method and the pro forma data are derived in accordance with that method. The following information is based upon the historical financial statements of Avnet and Savoir and the related notes incorporated by reference into this proxy statement/prospectus, and should be read together with such historical financial statements and the notes thereto. This information is not necessarily indicative of the results of the future operations of Avnet after the merger or the actual results that would have occurred had the merger been consummated prior to the periods indicated.

Historical And Pro Forma

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Risk Factors

Savoir common stockholders cannot be sure what the market value of their Avnet common stock will be after the merger has been completed.

      Avnet and Savoir agreed that the value of a share of Savoir common stock on March 2, 2000, the date on which they signed the merger agreement, was $7.85. However, if the market value of Avnet common stock on the effective date of the merger is lower than the average closing price used to determine the merger exchange ratio, holders of Savoir common stock would receive Avnet common stock in the merger with an initial value less than $7.85 per share of Savoir common stock. For example, if the average closing price of Avnet common stock used to calculate the exchange ratio is less than $50.6654, the exchange ratio will be fixed at 0.15494. If this occurs, and the market price of Avnet common stock at the effective time of the merger is less than $50.6654, the initial value of the Avnet common stock to be received by Savoir common stockholders will be less than $7.85 for each share of Savoir common stock. Even if the average trading price used to determine the exchange ratio is greater than $50.6654, Savoir common stockholders could still receive Avnet common stock with an initial value of less than $7.85 for each share of Savoir common stock.

      The market prices of Avnet common stock and Savoir common stock, and the value of Avnet common stock relative to Savoir common stock, may be substantially different on the date the merger agreement was signed, the date of this proxy statement/ prospectus, the date of the special meeting and the effective date of the merger. For example, during the first calendar quarter of 2000, the closing price of a share of Avnet common stock ranged from a low of $50 to a high of $73 1/2, as reported for New York Stock Exchange composite transactions, and the closing price of a share of Savoir common stock ranged from a low of $6 to a high of $8 5/8, as quoted on the Nasdaq National Stock Market. See “Market Price and Dividend Information” on page 17. These market prices may vary depending upon changes in the business, operations or prospects of Savoir or Avnet, market assessments of the likelihood that the merger will be consummated and the timing thereof, general market and economic conditions and other factors both within and beyond the control of Savoir and Avnet.

Avnet may not realize fully the cost savings and other benefits it expects to realize as a result of the merger. This may adversely affect Avnet’s earnings and financial condition.

      To achieve the benefits which Avnet expects from the merger, Avnet will need to integrate the operations of Savoir into its own operations quickly and efficiently. The integration of Savoir into Avnet will be complex and time consuming, and will require substantial attention from Avnet management. The diversion of management attention from other matters, and any difficulties encountered in the integration process, could have a material adverse effect upon the sales, level of expenses, operating results and financial condition of Avnet. See “The Merger — Savoir’s Reasons for the Merger; Recommendations of the Savoir Board of Directors” on page 22 and “The Merger — Avnet’s Reasons for the Merger” on page 23.

After the merger, customers of Avnet may seek alternative distributors.

      After the merger, some customers of either Avnet and Savoir could transfer their business to another distributor. We cannot predict whether this will occur or to what extent.

After the merger, suppliers may terminate supply agreements with Avnet or add other distributors.

      Some suppliers of Savoir or Avnet may terminate their supply agreements with Avnet after the merger. Alternatively, some other suppliers might consider adding additional distributors for their products. We cannot predict whether this will occur or to what extent.

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Cautionary Statement Regarding Forward-Looking Statements

      This proxy statement/ prospectus contains forward-looking statements with respect to the financial condition, results of operations and business of each of Savoir and Avnet. These statements may be made directly in this proxy statement/ prospectus referring to Savoir or Avnet, or may be incorporated by reference in this proxy statement/ prospectus to other documents filed with the Securities and Exchange Commission by Savoir or Avnet, and may include statements for the period following the consummation of the merger. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this document or in documents incorporated by reference.

      These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include the following:

	•	Competitive pressures among distributors of electronic components and computer products may increase significantly through industry consolidation, entry of new competitors or otherwise.
	•	General economic or business conditions, domestic and foreign, may be less favorable than expected, resulting in lower sales than expected.
	•	Costs or difficulties related to the integration into Avnet of newly-acquired businesses, and other businesses Avnet expects to acquire, may be greater than expected.
	•	Avnet may lose customers or suppliers as a result of the merger and other recent acquisitions by Avnet.
	•	Legislative or regulatory changes may adversely affect the businesses in which Avnet is engaged.
	•	Adverse changes may occur in the securities markets.
	•	Changes in interest rates and currency fluctuations may reduce profit margins.
	•	Avnet may be adversely affected by the allocation of products by suppliers.

      Because forward-looking statements are subject to risks and uncertainties, Avnet’s actual results may differ materially from those expressed or implied by them. We caution you not to place undue reliance on these statements, which speak only as of the date of this proxy statement/ prospectus or the date of any document incorporated by reference in this proxy statement/ prospectus.

      All subsequent written and oral forward-looking statements attributable to Savoir and Avnet or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Savoir nor Avnet undertakes any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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The Special Meeting

General; Date, Time and Place

      We are soliciting the accompanying proxy on behalf of the board of directors of Savoir Technology Group, Inc. for use at the special meeting of Savoir stockholders scheduled to be held on June 29, 2000 at 10:00 a.m., local time, at Savoir’s offices at 44951 Industrial Boulevard, Fremont, California 94538. The purpose of the special meeting is to consider and to vote upon the adoption of the merger agreement and to transact any other business that may properly come before the meeting or any adjournments, postponements, continuations or reschedulings of the meeting. The expenses of the solicitation of proxies for the special meeting will be borne by Savoir.

      The board of directors of Savoir Technology Group, Inc. has unanimously approved the merger agreement and recommends that Savoir stockholders vote FOR the adoption of the merger agreement.

Record Date; Vote Required

      Record Date. The Savoir board of directors has fixed the close of business on May 23, 2000 as the record date for the determination of stockholders entitled to receive notice of and to vote at the special meeting. On the record date, there were 13,611,156 shares of Savoir common stock and 1,850,012 shares of series A preferred stock issued and outstanding. You may vote at the meeting only if you owned Savoir common stock or series A preferred stock at the close of business on the record date. You are entitled to one vote for each share of common stock and 1.1953125 votes for each share of series A preferred stock which you then owned.

      Quorum. The presence either in person or by properly executed proxies of the holders of Savoir’s common stock and series A preferred stock representing a majority of the votes which may be cast at the special meeting will constitute a quorum at the special meeting.

      Vote Required. The adoption of the merger agreement requires the affirmative vote of a majority of the votes represented by all shares of Savoir common stock and series A preferred stock outstanding at the close of business on the record date, voting as a single class. That is, at least 7,911,242 votes out of a total of 15,822,482 votes will be required.

      Abstentions and Broker Non-Votes. Brokers who hold shares of Savoir common stock and series A preferred stock in “street” name for customers who are the beneficial owners of such shares may not give a proxy to vote such shares with respect to the proposal to adopt the merger agreement unless the brokers receive specific voting instructions from such customers. Shares of Savoir common stock and series A preferred stock represented by proxies returned by a broker holding such shares in nominee or “street” name will be counted for purposes of determining whether a quorum exists, even if such shares are not voted. Votes which are not cast by brokers because they received no instructions from their customers are known as “broker non-votes.”

      Because approval of the merger agreement requires approval by a majority of the votes represented by all outstanding shares of Savoir common stock and series A preferred stock, abstentions and broker non-votes will have the same effect as negative votes. Accordingly, the Savoir board of directors urges Savoir stockholders to respond to this proxy solicitation, whether by U.S. mail via the enclosed, postage-paid envelope or by telephone toll free, or by instructions given to your broker.

      Directors’ and Officers’ Votes. As of the record date, 2,087,490 issued and outstanding shares of Savoir common stock, representing in the aggregate approximately 13.19% of the votes which may be cast at the special meeting, were owned by directors and executive officers of Savoir. Each of Angelo Guadagno, Michael N. Gunnells, Guy M. Lammle, Joseph Carlton Mertens II, P. Scott Munro, Robert O’Reilly, K. William Sickler and J. Larry Smart has granted to Avnet an irrevocable proxy to vote his shares in favor of the adoption of the merger agreement. See “Other Agreements” on page 37.

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Voting and Revocation of Proxies

      Savoir stockholders of record may submit proxies by completing and mailing the proxy card that accompanies this proxy statement/ prospectus or by submitting their voting instructions by telephone. Shares of Savoir common stock and series A preferred stock represented by a proxy properly signed or submitted by telephone as described below and received by Savoir at or before the special meeting, unless subsequently revoked, will be voted in accordance with your instructions.

      To submit a written proxy by mail, a record holder of Savoir common stock or series A preferred stock should complete, sign, date and mail the proxy card provided with this proxy statement/ prospectus in accordance with the instructions set forth on the card. If a proxy card is signed, dated and returned without indicating any voting instructions, shares of Savoir common stock or series A preferred stock represented by the proxy will be voted “FOR” the adoption of the merger agreement.

      Instead of submitting a signed proxy card, Savoir stockholders of record may also submit their voting instructions by telephone. To submit voting instructions by telephone, stockholders should follow the instructions that are set forth on their proxy card. Each stockholder of record has been assigned a unique control number which is printed on the holder’s proxy card. Stockholders who submit proxies by telephone will be required to provide their control number before their proxy will be accepted. In addition to the instructions that appear on the proxy card, step-by-step instructions will be provided by recorded telephone message, and stockholders will receive confirmation that their proxies have been successfully submitted.

      Beneficial owners whose shares are held of record by a broker, nominee, fiduciary or other custodian should follow the instructions they receive from the record holder of their shares with respect to voting.

      A Savoir stockholder may revoke the stockholder’s proxy and change the stockholder’s vote, at any time before the meeting, in any one of three ways:

	•	The stockholder may send a written notice of revocation to the Corporate Secretary of Savoir at 44951 Industrial Boulevard, Fremont, California 94538, in time for it to be received before the meeting.
	•	The stockholder may complete and submit by mail a new proxy card or submit a proxy with new voting instructions by telephone. The latest dated proxy actually received by mail or telephone before the special meeting will be recorded and any earlier votes will be revoked.
	•	The stockholder may attend the special meeting and vote in person. However, simply attending the special meeting without voting will not revoke the stockholder’s proxy.

      The Savoir board of directors is not currently aware of any business to be acted upon at the special meeting other than the merger agreement. If, however, other matters are properly brought before the meeting, the persons appointed as proxies will have discretion to vote or to act according to their best judgment, unless otherwise indicated on any particular proxy. The persons appointed as proxies will have discretion to vote on adjournment of the special meeting. The adjournment may be for the purpose of soliciting additional proxies. However, shares represented by proxies voting against adoption of the merger agreement will be voted against a proposal to adjourn the Savoir special meeting for the purpose of soliciting additional proxies.

Solicitation of Proxies

      Savoir will solicit proxies for the special meeting primarily by mail. However, if necessary to ensure satisfactory representation at the special meeting, Savoir may also solicit proxies by telephone, telegraph and personal interview by employees of Savoir, none of whom will receive additional compensation for such services. Savoir has retained Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies on its behalf for a fee of approximately $6,500, plus out-of-pocket expenses. Also, we request brokerage houses, nominees, fiduciaries and other custodians holding Savoir common stock or series A preferred stock of record to forward soliciting materials to beneficial owners, and will reimburse them for their reasonable expenses incurred in sending materials to beneficial owners.

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Letter of Transmittal

      As soon as practicable after the effective time of the merger, we will send a letter of transmittal to each holder of Savoir common stock and series A preferred stock. The letter of transmittal will contain instructions for the surrender of Savoir stock certificates in exchange for Avnet stock certificates. You should not forward your Savoir stock certificates to us until you receive the letter of transmittal following the merger.

Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth information as to the beneficial ownership of Savoir’s capital stock as of the record date by: (i) each person known to Savoir to beneficially own more than five percent (5%) of Savoir’s common stock or series A preferred stock; (ii) each of Savoir’s directors and executive officers; and (iii) all executive officers and directors of Savoir as a group:

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	(1)	Information with respect to beneficial ownership is based upon information obtained from the stockholders and their SEC filings and from Savoir’s transfer agent. To the knowledge of Savoir, unless otherwise indicated in the footnotes below, each person and entity named in the table has sole voting and sole dispositive power with respect to all shares shown for such person or entity in this table, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Shares of common stock issuable upon conversion of shares of series A preferred stock, upon exercise of stock options currently exercisable or first becoming exercisable within 60 days of the record date, or upon exercise of warrants currently exercisable or first becoming exercisable within 60 days of the record date, are deemed to be outstanding and to be beneficially owned by the person entitled to convert or exercise for the purpose of computing that person’s percentage ownership of Savoir common stock, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Each share of series A preferred stock is currently convertible at any time into 1.1953125 shares of the common stock and is entitled to vote together with the common stock as a single class (1.1953125 votes per share of series A preferred stock).
	(2)	Based on 13,611,156 shares of common stock outstanding as of the record date plus the issuable shares as described in footnote 1.
	(3)	Under their inducement agreement with Avnet, P. Scott Munro, Carlton Joseph Mertens II, Dennis Polk, Robert O’Reilly, J.  Larry Smart, Angelo Guadagno, K. William Sickler, Michael N. Gunnells and Guy M. Lammle granted to Avnet a proxy to vote all of their shares of Savoir common stock (2,082,034 shares) in favor of the adoption of the merger agreement, and a right to purchase those shares in some circumstances. The option agreement between Savoir and Avnet also provides Avnet with the right to purchase up to 2,023,435 shares of Savoir common stock in some circumstances, and Avnet disclaims beneficial ownership of those shares. See “Other Agreements” on page 37.
	(4)	Information is based on a Schedule 13D dated June 5, 1998, filed by Mr.  Harkins with the SEC, as well as issuances of shares to Mr. Harkins thereafter.
	(5)	All of these shares are subject to the inducement agreement described in footnote (3).
	(6)	Includes 525,722 shares of common stock issuable upon conversion of 439,820 (23.77% of the outstanding) shares of series A preferred stock, and 313,210 shares of common stock issuable upon exercise of warrants.
	(7)	Includes 410,000 shares issuable upon exercise of stock options. Also includes 300,000 shares subject to a right of repurchase held by Savoir pursuant to an Amendment of Stock Option Agreements, which vest ratably on a monthly basis over the vesting periods set forth in the stock option agreements for each of the option grants. If the merger is completed, all of Mr. Munro’s shares will become fully vested and Savior’s right of repurchase will lapse. All of these shares are subject to the inducement agreement described in footnote 3.
	(8)	Information is based on a Schedule 13D/A dated May 1, 2000, filed by Bear, Stearns & Co. Inc. and its parent company, The Bear Stearns Companies Inc., with the SEC.
	(9)	Information is based on a Schedule 13D dated May 15, 2000, filed by University Capital Strategies Group, LLC with the SEC.

(10)	Includes 462,600 shares of common stock issuable upon conversion of 387,012 (20.92% of the outstanding) shares of series A preferred stock, and 193,506 shares of common stock issuable upon exercise of warrants. Information is based on a Schedule 13D dated November 8, 1999, filed by Strome Investment Management, L.P., SSCO, Inc. and Mark E. Strome with the SEC.
(11)	Includes 370,546 shares of common stock issuable upon conversion of 310,000 (16.76% of the outstanding) shares of series A preferred stock, and 207,000 shares of common stock issuable upon exercise of warrants.

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(12)	Includes 47,858 shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote  3.
(13)	Includes 239,062 shares of common stock issuable upon conversion of 200,000 (10.81% of the outstanding) shares of series A preferred stock, and 100,000 shares of common stock issuable upon exercise of warrants.
(14)	Includes 77,500 shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote  3.
(15)	Includes 4,750 shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote  3.
(16)	Includes 23,688 shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote  3.
(17)	Comprised of shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote 3.
(18)	Includes 18,599 shares of common stock issuable upon exercise of stock options.
(19)	Comprised of shares of common stock issuable upon exercise of stock options. All of these shares are subject to the inducement agreement described in footnote 3.
(20)	Includes 620,583 shares of common stock issuable upon exercise of stock options.

Market Price and Dividend Information

      The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share for Savoir common stock as quoted in the Nasdaq National Stock Market, and for Avnet common stock as reported for New York Stock Exchange composite transactions:

      The last sale price for a share of Avnet common stock as reported for New York Stock Exchange composite transactions on May 23, 2000 was $68 1/4, and the last sale price for a share of Savoir common stock on the Nasdaq National Stock Market on May 23, 2000 was $8. The closing sales prices per share of Savoir common stock and Avnet common stock on March 1, 2000, the last trading day before public announcement of the merger, were $8 1/4 and $65  7/16, respectively.

      Avnet has paid a cash dividend on its common stock of 15 cents per share during each calendar quarter in 2000, 1999 and 1998. In the same period Savoir paid no dividends on its common stock.

      As of May 23, 2000, there were approximately 221 stockholders of record of Savoir common stock and 33 stockholders of record of Savoir series A preferred stock, as shown on the records of Savoir’s transfer agent.

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The Companies

Savoir

      Savoir is a value-added wholesale distributor of commercial mid-range servers, peripheral equipment (including wireless networking equipment, storage products, printers and terminals) and software. Savoir believes that it is one of the leading distributors of IBM’s commercial mid-range servers product lines. The principal executive offices of Savoir are at 44951 Industrial Boulevard, Fremont, California 94538, and its telephone number at that address is (510) 413-0120.

      For additional information about Savoir and its business, see the documents identified in “Where You Can Find More Information” on page 54.

Avnet

      Avnet is one of the world’s largest industrial distributors of electronic components and computer products, with sales for its fiscal year ended July 2, 1999 of $6.35 billion. Including the fiscal 1999 sales of Marshall Industries, which Avnet acquired on October 20, 1999 (as described below), as well as the acquisitions of SEI Macro Group, Eurotronics B.V., PCD Italia S.r.l., Matica S.p.A. and Integrand Solutions Pty. Limited, Avnet’s pro forma sales for fiscal 1999 were more than $8.07 billion. Avnet is a vital link in the chain that connects suppliers of semiconductors, interconnect products, passives and electromechanical devices to original equipment manufacturers (“OEMs”) and contract manufacturers that design and build the electronics equipment for end-market use, and to other industrial customers. In addition, Avnet distributes a variety of computer products and services to both the end user and the reseller channels. Through its electronic components distribution activities, Avnet acts as an extension of a supplier’s sales force by marketing products to a larger base of customers than individual suppliers could do economically. While many suppliers can only serve a few hundred of the larger OEMs and contract manufacturers, Avnet is authorized to sell products of more than 100 of the world’s leading component manufacturers to a global customer base of approximately 100,000 OEMs and contract manufacturers. Avnet ships electronic components as it receives them from Avnet’s suppliers or with assembly or other value added. As part of its distribution activities, Avnet adds various processes that customize products to meet individual OEM customer specifications, and it provides material management and logistic services.

      On October 20, 1999, Avnet acquired Marshall Industries and its wholly-owned subsidiary, Sterling Electronics. Marshall Industries was one of the world’s largest distributors of electronic components and computer products. Marshall Industries had sales of $1.72 billion in its last full fiscal year ended May 31, 1999. This acquisition was the largest in the history of the electronics distribution industry and makes Avnet’s Electronics Marketing group the largest electronic components distribution business in the Americas, with fiscal 1999 sales of $5.17 billion on a pro forma basis. The acquisition of Marshall Industries strengthens Avnet’s line card and provides Avnet with a significant opportunity to enhance its operational efficiency with significant cost savings.

      On January 3, 2000, Avnet completed its acquisition of the SEI Macro Group, an electronic components distributor headquartered in the United Kingdom, and Eurotronics B.V. (which does business under the name SEI), a pan-European electronic components distributor headquartered in the Netherlands. The combined annual sales of Eurotronics and the SEI Macro Group are approximately $750 million.

      One of Avnet’s critical strengths is the breadth and quality of the suppliers whose products it carries. Listed below are the major product categories and the major suppliers in each category:

	•	Semiconductors:  Avnet’s major suppliers of semiconductors are Advanced Micro Devices, Agilent Technologies, Analog Devices, Atmel, Conexant, Cypress, Dallas Semiconductor, Hitachi, Integrated Device Technology, Intel, Intersil, Lattice, Level One, Linear Technology, LSI Logic, Micron Semiconductors, Motorola, National Semiconductor, NEC, ON Semiconductor, Philips Semiconductor, ST Microelectronics, Texas Instruments, Toshiba and Xilinx.

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	•	Computer Products:  Avnet’s major suppliers of computer products are Cabletron, Compaq Computer Corporation, Computer Associates, Hewlett-Packard, IBM, Intel and Oracle.
	•	Connectors:  Avnet’s major suppliers of connectors are AMP, Amphenol/Bendix, FCI, ITT Cannon, Molex, Thomas and Betts Components, and 3M.
	•	Passives, Electromechanical and Other:  Avnet’s major suppliers of these products are Aromat, AVX, Bourns, Kemet, Lambda, Leach, Murata, Nichicon, Panasonic, Pulse, Teledyne and Vishay.

      During fiscal year 1999 Avnet operated in two industry segments as described below.

      Electronics Marketing (“EM”) is Avnet’s largest operating group, with fiscal year 1999 sales of $4.80 billion, representing approximately 76% of Avnet’s consolidated sales. EM is comprised of three regional operations: EM Americas, EM EMEA (Europe, Middle East and Africa) and EM Asia. EM distributes electronic components (semiconductors, connectors, passives and electromechanical devices), and EM offers an array of value-added services to its customers, such as inventory replenishment systems, kitting and semiconductor programming.

      Computer Marketing (“CM”) is an international distributor of computer products to value-added resellers and end users focusing primarily on middle- to high-end, value-added computer products and services. CM’s 1999 sales were $1.55 billion, representing approximately 24% of Avnet’s consolidated sales. CM is broadly split between two independent business units, Avnet Computer and Hall-Mark Global Solutions.

      Avnet Computer sells industry leading high-end systems, mid-range servers, workstations, PCs, software, storage, networking, peripherals and services to end user customers. Avnet Computer is one of North America’s leading technology solutions integrators, providing hardware, software, and services for corporate-wide applications.

      Hall-Mark Global Solutions concentrates on sales of computer systems, peripherals and components to the reseller channel. Management of Avnet believes that Hall-Mark Global Solutions is the industry’s leading technical distributor of open systems in support of a limited line card of the foremost computer and peripherals manufacturers, which include Compaq, Hewlett-Packard, IBM and Intel. Hall-Mark Global Solutions provides those manufacturers’ products to value-added resellers, along with complementary value-added solutions and in-house engineering support, complex systems integration and configuration services.

      Hall-Mark Integrated Solutions was created in fiscal 1999 to focus on entry-level to mid-range servers, specifically for the Windows NT server market. The mission of this business unit is to recruit and serve Windows NT platform VARs by marketing bundled solutions from Avnet’s key suppliers. These are new customers for CM who reach the fast growing small to medium business sector. Sales have been growing rapidly and Avnet believes they will surpass $100 million in fiscal 2000.

      CM has also created Avnet Direct, an Internet commerce company which sells computer systems to businesses and individuals on the World Wide Web. These computer systems are configured from thousands of name-brand computer and peripheral equipment products and software carried in CM’s inventories.

      Effective in fiscal year 2000, Avnet has formed a new group, Avnet Applied Computing (“AAC”). AAC focuses the resources of three existing business units, CM’s OEM Business unit and EM’s Personal Computer Components and OEM Systems units, with combined revenues of over $1 billion. AAC provides technical solutions that include software, engineering services, leadership product, supply chain management, financing and physical distribution and integration of the end product.

      Avnet has approximately 10,800 employees globally and maintains locations in the United States, Canada, Mexico, Europe, Asia, Australia, New Zealand, South Africa and South America. Avnet’s principal executive offices are located at 2211 South 47th Street, Phoenix, Arizona 85034, telephone number (480) 643-2000.

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      For additional information about Avnet and its business, see the documents identified in “Where You Can Find More Information” on page 54.

The Merger

      This discussion of the merger and the principal terms of the merger agreement is subject to, and qualified in its entirety by reference to, the Amended and Restated Agreement and Plan of Merger dated as of March 2, 2000 by and among Avnet, Tactful Acquisition Corp. and Savoir, a copy of which is attached to this proxy statement/prospectus as Appendix A and incorporated herein by reference.

General

      We are furnishing this proxy statement/prospectus to holders of Savoir common stock and series A preferred stock in connection with the solicitation of proxies by the board of directors of Savoir for use at its special meeting of stockholders, and at any adjournments, postponements, continuations or reschedulings of the meeting. At the special meeting, the Savoir stockholders will consider and vote upon a proposal to adopt the merger agreement.

      The merger agreement provides for the merger of Tactful Acquisition Corp., a wholly-owned subsidiary of Avnet, into Savoir. At the effective time of the merger, the separate corporate existence of Tactful will cease and Savoir will remain as the surviving corporation in the merger and become a wholly-owned subsidiary of Avnet. Each share of Avnet common stock issued and outstanding before the merger will remain an issued and outstanding share of Avnet common stock after the merger. Savoir common stock and series A preferred stock outstanding at the effective time of the merger will be converted by the merger into Avnet common stock as described below. The merger will become effective when a certificate of merger is filed with the Secretary of State of Delaware, or at a subsequent date or time that Savoir and Avnet agree on and specify in the certificate of merger. The transaction is intended to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. See “Material Federal Income Tax Consequences of the Merger” on page 38.

      As of March 2, 2000, the date on which the merger agreement was first executed and delivered, Avnet and Savoir agreed that the value of a share of Savoir common stock was $7.85. In the merger, each share of Savoir common stock will be converted into a right to receive between 0.15494 and 0.11452 of a share of common stock of Avnet. Within that range, the conversion ratio will be the quotient of $7.85 divided by the average of the closing prices of a share of Avnet common stock during the fifteen trading days ending five trading days before the date of the special meeting. The closing price per share of Avnet common stock for New York Stock Exchange composite transactions on May 23, 2000 was $68 1/4.

      Because the merger would be a “change in control” as defined in Savoir’s certificate of incorporation, the holders of series A preferred stock have a right to receive $9.6581 per share in cash or property having that value. Therefore, in the merger, each share of series A preferred stock will be converted into a right to receive a portion of a share of Avnet common stock equal to the quotient of $9.6581 divided by the average of the closing prices of a share of Avnet common stock during the five trading days ending on the trading day immediately preceding the effective date of merger.

Background to the Merger

      The board of directors and management of Savoir discussed the possibility of a merger or sale of Savoir at various times from January 1, 1998 through the signing of the merger agreement with Avnet. During that period, Savoir made and received initial overtures about the possibility of merging Savoir with a number of distribution companies. To facilitate those discussions, Savoir retained several investment banks, including Broadview Associates (to explore European opportunities), The Robinson-Humphrey Company, LLC and the Tucker Anthony Cleary Gull division of Tucker Anthony Inc. On several

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      A core element of Savoir’s growth strategy had been to buy other businesses in exchange for shares of Savoir common stock. By October 1999, a decline in the market price of Savoir common stock had limited Savoir’s ability to proceed with that strategy. That limit on Savoir’s growth strategy was an important factor in the decision of the board of directors, in October 1999, to seek a buyer for Savoir.

      Following the board’s decision, Savoir’s financial advisor, Alliant Partners, started to prepare a list of possible buyers and a confidential offering memorandum describing Savoir. The buyer list was divided into three categories:

	•	distribution companies;
	•	contract manufacturers; and
	•	firms (referred to below as “financial buyers”) which are in the business of acquiring, developing and reselling businesses.

      At the same time, Alliant telephoned a number of approved prospects to determine their interest in a transaction with Savoir. Savoir and Alliant finished a confidential memorandum on November 19, 1999 and sent copies to 12 interested prospects.

      During December 1999, representatives of Savoir and Alliant held a series of meetings with prospective buyers. The prospects indicating the greatest initial interest were either financial buyers or operating companies not directly in the computer distribution business. On December 20, 1999, a financial buyer made a written offer to buy Savoir at $7 per share. Alliant described this offer, and gave a detailed report on the status of the sale process, to the board of directors of Savoir on December 21, 1999. The offer contained a number of contingencies that were not acceptable to Savoir, and its board directed Alliant to continue discussions with this prospect with the goal of bringing the board an acceptable offer.

      Another financial buyer started a comprehensive due diligence review of Savoir, in anticipation of making a cash offer to acquire it. After completing the due diligence review, the second financial buyer concluded that it would not be able to finance a purchase of Savoir, and withdrew from the process without making an offer.

      Savoir also held a series of meetings with a large company primarily engaged in the business of contract manufacturing. Those meetings, which started in early December 1999 and accelerated at the end of the year and first part of January 2000, focused on the value of Savoir and the structure of a possible transaction to buy Savoir. The prospect’s key concern before moving into formal negotiations and making an offer to buy Savoir was to understand IBM’s receptiveness to such a transaction, and the opportunities to expand Savoir’s relationship with IBM in the future. On January 17, 2000, senior executives of IBM, the prospect and Savoir held a conference call to explore IBM’s position regarding the contemplated transaction. The representatives of IBM participating in the call did not provide the prospect with the insight it deemed necessary to proceed with a transaction, and the prospect withdrew from the process without making an offer.

      At the request of Savoir, representatives of Tucker Anthony made contact with Avnet on December 20, 1999. Avnet expressed interest in discussing a purchase of Savoir, and Andrew Bryant, Senior Vice President of Avnet, Richard Hamada, Vice President of Avnet, John Clark, Vice President of Avnet, Ed Kamins, Vice President of Avnet, and P. Scott Munro, Chairman of the Board and Chief Executive Officer of Savoir, Carlton Joseph Mertens II, President and Chief Operating Officer of Savoir, and Dennis Polk, then Chief Financial Officer of Savoir met in Phoenix on January 5, 2000. As a result of the meeting, Avnet expressed a preliminary interest in buying Savoir and Avnet started a due diligence review of Savoir. While Avnet continued with their internal processes, Alliant continued dialogue with several other prospective buyers.

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      On January 17, 2000, Avnet provided a draft letter of intent, outlining a non-binding offer to acquire Savoir in a cash tender offer. A draft definitive agreement was prepared by counsel to Savoir based on the letter of intent; however, Avnet indicated that it was not prepared to proceed, until it had detailed discussions and negotiations with IBM. During the subsequent two-week period, there were limited discussions between the parties.

      On February 1, 2000, representatives of Avnet and Savoir held a conference call in an attempt to understand the status of the contemplated transaction. During the call Avnet explained that it was still in discussions with IBM, and that the management of Avnet was not yet committed to proceeding with a transaction. On February 11, 2000, Avnet management requested that a meeting be held in Phoenix as soon as possible to discuss a revised proposal to acquire Savoir. On February 14, 2000, a meeting was held at Avnet’s corporate headquarters among David Birk, Avnet’s Senior Vice President and General Counsel, Raymond Sadowski, its Senior Vice President and Chief Financial Officer, and Timothy Grant, its Corporate Acquisitions Director, and representatives of Alliant and Tucker Anthony. At the meeting, Avnet indicated that it had concluded its discussions with IBM and offered to buy Savoir at a price of $7.00 per share of Savoir common stock (and a corresponding price per share of series A preferred stock), payable in Avnet common stock. The board of directors of Savoir considered the offer on February 15, 2000, and rejected it as not reflecting adequate value for Savoir’s stockholders.

      Representatives of Alliant and Avnet thereafter held a conference call on February 16, 2000 at which time Alliant advised that a minimum of $7.80 to $7.85 would be required to move forward with the transaction. Later that day, Avnet proposed improving their offer to $7.85 per share, payable in Avnet common stock. Avnet’s improved offer included a “collar” limiting the effect of an increase or decrease in the market price of Avnet common stock between the signing of an agreement and the closing of the merger. The Savoir board of directors considered the revised offer on February 17, 2000, and authorized management to proceed with a definitive agreement.

      Counsel to Avnet presented a draft merger agreement to Savoir on February 22, 2000. From that time through the signing, representatives of Avnet and Savoir engaged in detailed negotiations of the merger agreement, an option agreement between Savoir and Avnet, an inducement agreement among Savoir executive officers and directors and Avnet, and a consulting and noncompetition agreement among Tactful, Savoir and P. Scott Munro. At the same time, Avnet and Savoir each continued their due diligence review of the other.

      On February 29, 2000, the Avnet board of directors considered and approved the principal terms of the transaction and authorized Avnet management to finalize the negotiations and execute definitive documents. Final negotiations continued throughout the day on March 1, 2000, focusing primarily on the method of calculating the portion of a share of Avnet common stock to be issued for each share of Savoir common stock, and the terms of the price collar. Avnet and Savoir reached an agreement in principle on those issues that evening, and the Savoir board of directors then met to review the status of the transaction. At the meeting, Alliant orally presented their opinion that the proposed transaction with Avnet was fair to the stockholders of Savoir. The Savoir board then unanimously approved moving forward with the transaction and authorized the officers of Savoir to negotiate and sign the definitive agreements. Final negotiations continued that evening and the merger agreement, option agreement, inducement agreement and consulting agreement were signed on March 2, 2000.

      After the merger agreement was signed by Avnet, Savoir and Tactful, they agreed to make various immaterial changes to the agreement and then signed an amended and restated merger agreement which is attached as Appendix A to this proxy statement/prospectus.

Savoir’s Reasons for the Merger; Recommendations of the Savoir Board of Directors

      The Savoir board of directors has unanimously determined that the merger is fair to, and in the best interest of, Savoir and its stockholders, and the board has unanimously adopted and approved the merger agreement. Accordingly, the Savoir board of directors recommends that Savoir stockholders vote in favor of the approval of the merger agreement.

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      In reaching its determination, the Savoir board of directors concluded that the long-term value of stockholders’ investment in Savoir, converted into Avnet common stock as a result of the merger, was likely to be greater than the value of their Savoir stock without the merger. Further, the Savoir board was of the view that the opportunities created by the merger to increase stockholder value more than offset the risks associated with the merger. In reaching these conclusions, the Savoir board gave significant consideration to a variety of factors, including those described below. In view of the wide variety of factors bearing on its decision, the Savoir board did not consider it practical to, nor did it attempt to, quantify or assign relative or specific weight to factors it considered in reaching its decision. Also, individual directors may have given differing weights to different factors. The Savoir board received the advice of its senior management, financial advisors and independent counsel throughout its consideration of the merger agreement.

      In reaching the determination to approve the merger and the transactions contemplated by the merger, the Savoir board considered a number of factors, including:

	•	Economies of Scale . The market in which Savoir operates is increasingly competitive and price sensitive. By becoming a part of Avnet, Savoir should be able to combine its marketing, operational and other personnel with those of Avnet, and be able to more efficiently serve its customers.
	•	Market Presence. The opportunities for Savoir’s business may be limited due to its size and capital resources, and its relatively narrow range of products. As a part of Avnet, Savoir should achieve more visibility in the market.
	•	Management Expertise. As a part of Avnet, Savoir will have the opportunity to benefit from the strength and experience of Avnet’s senior management team.

      The Savoir board of directors unanimously recommends that Savoir stockholders vote “FOR” the adoption of the merger agreement.

Avnet’s Reasons for the Merger

      Avnet’s goal is to provide the highest value relationships to its customers, suppliers, employees and shareholders, globally. Avnet’s board of directors believes that the merger will serve Avnet’s objectives to each of these constituencies.

      Avnet believes that the merger will create a combined company that is the number one IBM mid-range value-added distributor in North America, and that Savoir’s contract manufacturing business will give Avnet a complementary additional level of technical sales and engineering expertise. Avnet also believes that Savoir and Avnet share a common culture which is focused on customer satisfaction.

      Avnet believes that its shareholders will benefit from the merger because of anticipated cost savings and synergies as a result of combining the companies, for example, in consolidating the facilities and computer systems of the companies, and that shareholders will benefit from increased sales and earnings in the future.

      The Avnet board of directors has unanimously approved the merger agreement.

Opinion of Savoir’s Financial Adviser

      Alliant Partners, an investment banking firm headquartered in Palo Alto, California, has provided Savoir with financial advisory services related to acquisitions since 1995. In November 1999, Savoir’s board of directors decided to expand the scope of Alliant’s activities to seek a strategic buyer for Savoir. In January 2000, Savoir and Alliant agreed in writing that Alliant would render an opinion regarding the fairness of a possible sale of Savoir, from a financial point of view, to the stockholders of Savoir.

      On March 1, 2000, after the market close, the Savoir board of directors met and approved the merger. At this meeting, Alliant delivered to the Savoir board by teleconference its opinion that as of March 1, 2000, and based on the review described in the opinion, the total consideration received by

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      The full text of the Alliant opinion, as updated on April 19, 2000, which sets forth, among other things, assumptions made, matters considered and limitations on the review undertaken, is attached to this proxy statement/prospectus as Appendix D, and is incorporated into this proxy statement/prospectus by reference. Stockholders of Savoir are urged to read the Alliant opinion in its entirety. The Alliant opinion does not address the relative merits of the merger and any other transactions or business strategies discussed by the Savoir board as alternatives to the merger or, except with respect to the fairness to Savoir stockholders from a financial point of view of the total consideration received by Savoir stockholders, the underlying business decision of the Savoir board to proceed with or effect the merger. This summary of the Alliant opinion is qualified in its entirety by reference to the full text of the Alliant opinion.

      In connection with the preparation of the Alliant opinion, Alliant, among other things:

	(a)  reviewed public financial statements and other information concerning Savoir and Avnet as well as selected analyst reports discussing historical and projected future performance of Avent;
	(b)  reviewed certain internal financial statements and other financial and operating data concerning Savoir that was prepared by Savoir’s management;
	(c)  analyzed certain financial projections prepared by the management of Savoir;
	(d)  discussed the past and current operations, financial condition, and the prospects of Savoir with senior executives of Savoir;
	(e)  discussed with the senior management of Savoir the strategic objectives of the merger and the strategic alternatives available to Savoir;
	(f)  discussed with the senior management of Avnet the strategic objectives of the merger;
	(g)  compared the financial performance of Savoir with that of certain comparable publicly-traded companies and the prices paid for securities in those publicly-traded companies;
	(h)  reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions of comparable companies;
	(i)  assessed Savoir’s value based upon a forecast of future cash flows using a discounted cash flow analysis;
	(j)  reviewed the merger agreement and discussed the proposed terms of the transaction with managements of both Savoir and Avnet; and
	(k)  performed such other analyses and considered such other factors as Alliant deemed appropriate.

      In conducting its review and arriving at its opinion, Alliant relied upon and assumed the accuracy and completeness of the financial statements and other information provided by Savoir and Avnet or otherwise made available to Alliant and did not assume responsibility to verify such information independently. With respect to the financial projections of Savoir, Alliant assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of Savoir. The financial and other information regarding Savoir reviewed by Alliant in connection with the rendering of the opinion was limited to information provided by Savoir’s management and certain discussions with Savoir’s senior management regarding Savoir’s financial condition and prospects as well as the strategic objectives of the merger and strategic alternatives available to Savoir. In addition, Alliant

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      Alliant advised the Savoir board supplementally that in rendering its opinion it relied upon the assurances of Savoir’s and Avnet’s management that the information provided was prepared on a reasonable basis in accordance with industry practice and that such parties were not aware of any information or facts that would make the information provided to Alliant incomplete or misleading. Alliant indicated that it assumed that neither Savoir nor Avnet was a party to any pending transaction, including external financing, recapitalization, acquisitions or merger discussions, other than the merger. Alliant also advised that it assumed that the merger would be free of federal tax to the holders of Savoir common stock and series A preferred stock.

      Alliant informed the board that it did not undertake any independent analysis of any pending or threatened litigation, possible unasserted claims or other contingent liabilities to which Savoir, Avnet or any of their respective affiliates was a party or may be subject and that the Alliant opinion did not consider, the possible assertion of claims, outcomes or damages arising out of such matters. Although developments following the date of its opinion may affect the opinion, Alliant assumed no obligation to update, revise or reaffirm its opinion.

      Following is a summary explanation of the various sources of information and valuation methodologies that Alliant advised Savoir that it employed in conjunction with rendering its opinion to the Savoir board.

      Comparable Company Analysis. Alliant compared certain financial information and valuation ratios relating to Savoir to corresponding publicly available data and ratios from a group of selected publicly traded companies deemed comparable to Savoir. The comparable companies selected included twelve publicly traded companies in the business of microcomputer and/or electrical components distribution. Financial information reviewed by Alliant included each company’s: Enterprise Value, calculated as the market capitalization of the selected company, plus such company’s long term debt, less such company’s excess cash; LTM (latest twelve months) Revenue, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Earnings as reported as of the date of the Alliant opinion; prior year Revenue Growth Rate; and Projected Earnings Growth. Comparable companies included: Arrow Electronics, Inc.; Avnet, Inc.; Bell Microproducts, Inc.; Ingram Micro, Inc.; Jaco Electronics; Merisel, Inc.; MicroAge, Inc.; Nu Horizons Electronics; Pioneer Standard Electronics; SED International Holdings; All American Semiconductor; and Tech Data Corp.

      The comparable companies had an Enterprise Value/ LTM Revenue ratio range of 0.01 to 0.56, with a weighted narrow average (narrow average excludes the highest and lowest estimates) of 0.25; Enterprise Value/ LTM EBITDA ratio range from 1.99 to 25.06, with a weighted narrow average of 9.63; and Equity Value/ Earnings ratio range of 8.22 to 46.77, with a weighted narrow average of 15.33. After making certain adjustments for differences in performance, liquidity and size and applying an acquisition control premium, this analysis yielded an implied Savoir Enterprise Value of $132.3 million.

      No company utilized as a comparison in the Comparable Company Analysis, with the exception of Avnet, is identical to Savoir or Avnet. In evaluating the comparable companies, Alliant made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Savoir or Avnet.

      Comparable Transaction Analysis. Alliant reviewed eleven comparable merger and acquisition transactions from February, 1997, through the present, which involve sellers that share many characteristics with Savoir, including products offered and business model. These comparable transactions of companies in the microcomputer and/or electrical components distribution sectors are: (i) Arrow Electronics’ acquisition of Consan; (ii) Arrow Electronics’ acquisition of Support Net; (iii) Arrow Electronics’ acquisition of Scientific & Business Minicomputer; (iv) Bell Microproducts’ acquisition of the Computer Products Division of Almo; (v) Bell Microproducts’ acquisition of Tenex (a division of Axidata); (vi) Compucom Systems’ acquisition of Dataflex Corp; (vii) Miami Computer Supply Corp.’s

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      Estimated multiples paid in the comparable transactions were based on information obtained from public filings, public company disclosures, press releases, industry and popular press reports, databases and other sources. The Price/ Revenue multiples of the eleven transactions range from 0.05 to 0.35, with a weighted narrow average of 0.22. Price/ EBITDA and Price/ Earnings multiples were not used in the valuation analysis, as reliable EBITDA or Earnings numbers for these completed transactions were not available. This analysis yielded an implied Savoir Enterprise Value of $129.8 million.

      No company, transaction or business in the Comparable Company Analysis or the Comparable Transaction Analysis is identical to Savoir or the merger. Accordingly, an analysis of the results of the foregoing is not entirely mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition, public trading and other values of the comparable companies, comparable transactions or the business segment, company or transactions to which they are being compared.

      Discounted Cash Flow Analysis. Alliant estimated the present value of the projected future cash flows of Savoir on a stand-alone basis using internal financial planning data prepared by Savoir management for the years ending December 31, 2000 through December 31, 2002, and a discount rate of 17.5%. Alliant obtained a terminal valuation based on the Gordon Growth Model, which assumed a long-term growth rate of 15%. This analysis yielded an estimated present value of Savoir’s Enterprise Value of $102.6 million.

      Conclusion. While the foregoing summary describes certain analyses and factors that Alliant deemed material in its presentation to the Savoir board of directors, it is not a comprehensive description of all analyses and factors considered by Alliant. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Alliant believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, would create an incomplete view of the evaluation process underlying the Alliant opinion. Several analytical methodologies were employed and no one method of analysis should be regarded as critical to the overall conclusion reached by Alliant. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusions reached by Alliant are based on all analyses and factors taken as a whole and also on application of Alliant’s own experience and judgment. Such conclusions may involve significant elements of subjective judgment and qualitative analysis. Alliant therefore gives no opinion as to the value or merit standing alone of any one or more parts of the analysis it performed. In performing its analyses, Alliant considered general economic, market and financial conditions and other matters, many of which are beyond the control of Savoir and Avnet. The analyses performed by Alliant are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by such analyses. Accordingly, analyses relating to the value of a business do not purport to be appraisals or to reflect the prices at which the business actually may be purchased. Furthermore, no opinion is being expressed as to the prices at which shares of Avnet common stock may trade at any future time.

      Pursuant to the January 3, 2000 amendment to a letter agreement dated November 1, 1997, Alliant is to receive a fee of $125,000 for the fairness opinion rendered to the Savoir board. Savoir has also agreed to reimburse Alliant for its out of pocket expenses and to indemnify and hold harmless Alliant and its affiliates and any person, director, employee or agent acting on behalf of Alliant or any of its affiliates, or any person controlling Alliant or its affiliates for certain losses, claims, damages, expenses and liabilities relating to or arising out of services provided by Alliant as financial advisor to Savoir. The terms of the fee arrangement with Alliant, which Savoir and Alliant believe are customary in transactions of this nature,

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      Alliant was retained based on Alliant’s experience as a financial advisor in connection with mergers and acquisitions and in securities valuations generally, as well as Alliant’s investment banking relationship and familiarity with Savoir. Alliant has provided financial advisory and investment banking services to Savoir in the past.

      As part of its investment banking business, Alliant is frequently engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, sales and divestitures, joint ventures and strategic partnerships, private financings and other specialized studies.

Interests of Certain Persons in the Merger and Possible Conflicts of Interest

      In considering the recommendation of the Savoir board of directors, Savoir stockholders should be aware that certain members of Savoir’s management and of the Savoir board of directors have interests in the merger that are different from, or in addition to, the interests of Savoir’s stockholders generally. The members of the Savoir board of directors knew about these additional interests, and considered them, when they approved the merger agreement.

  Stock Options

      Upon completion of the merger, Avnet will assume Savoir’s obligations under Savoir’s 1994 Stock Option Plan, so that the outstanding Savoir options will become options to purchase Avnet shares in a number and at an exercise price adjusted to reflect the exchange ratio for the merger. See “The Merger Agreement — Covenants — Stock Options” on page 35. In addition, Avnet will, as promptly as practicable after the closing of the merger, register the Avnet shares issuable upon exercise of the options under the Securities Act of 1933.

      As of the record date for the special meeting, the executive officers and directors of Savoir were the holders of options to purchase an aggregate of 962,537 shares of Savoir common stock at prices ranging from $4.63 to $11.375 per share. The following table sets forth information as to these Savoir options and how they will be converted into Avnet options. The information on the Savoir options below assumes that 0.1317 of a share of Avnet common stock is issued for each share of Savoir common stock in the merger. That would be the exchange ratio if the average closing price of a share of Avnet common stock for purposes of the merger agreement was $59.6063, the midpoint between the range of $50.6654 and $68.5472 in the exchange ratio formula.

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	otherwise vest within 60 days of the record date: Mertens — 97,858 shares; Johnson — 77,222 shares; O’Reilly — 72,500 shares; Guadagno — 32,000 shares; Gunnells — 15,000 shares; Sickler — 18,062 shares; Smart — 18,062; Lammle — 15,250 shares. When these options are converted into Avnet options at the effective time of the merger, they will be fully vested and exercisable.

  Employment Agreements

      Savoir has an employment agreement and an executive retention agreement with P. Scott Munro, the Chairman of the Board and Chief Executive Officer of Savoir. Under these agreements, Mr. Munro receives a base salary of $495,000 per year and is eligible to receive a bonus of up to $270,000 per year based on the achievement by Savoir of certain performance goals. If Mr. Munro’s employment is terminated without cause, he will be entitled to receive his base salary for twelve months following his termination. If, within twelve months following a change in control, Savior terminates Mr. Munro’s employment without cause, or Mr. Munro resigns with good reason, he will be entitled to receive a severance payment equal to 200% of his annual base salary plus his annualized target bonus, and any of his employee stock options which are then unvested will vest in full. The merger would be a change in control as defined in Mr. Munro’s employment agreement.

      Also under his executive retention agreement, on May 10, 1999 Mr. Munro obtained a recourse loan from Savoir for $2,500,000 and on September 10, 1999, he obtained a recourse loan for an additional $1,100,000. These loans bear interest at the rate of 4.9% per year. The principal of and accrued interest on the loans currently amount to $3,764,437. At the effective time of the merger Mr. Munro’s obligation to pay the then outstanding balance of the loans and accrued interest thereon will be forgiven in full.

      Pursuant to an Amendment of Stock Option Agreements with Mr. Munro, Savoir permitted Mr. Munro to exercise stock options to purchase 400,000 shares prior to vesting. The 400,000 shares are subject, if they do not otherwise vest, to Savoir’s right to repurchase them at cost ($6 per share) upon Mr. Munro’s termination from service with Savoir or attempted disposition of the underlying shares. The 400,000 shares vest ratably on a monthly basis over the vesting periods set forth in the stock option agreement for each of the option grants. As of the record date, 100,000 shares have vested, and the remaining 300,000 shares are subject to Savoir’s right of repurchase. If the merger is completed, all of Mr. Munro’s shares will become fully vested and Savoir’s right of repurchase will lapse.

      In connection with the merger agreement, Savoir, Tactful and Mr. Munro entered into a consulting and noncompetition agreement under which, as of and from the effective time of the merger:

      •  Mr. Munro’s employment with Savoir will terminate;

	•	he will be entitled to all amounts and benefits payable to him under his employment agreement and retention agreement upon a termination after a change of control, that is, Savoir will forgive his debt in full, he will receive a severance payment equal to $1,530,000;
	•	Mr. Munro will provide management consulting services to Savoir for one year; and
	•	for a period of five years, Mr. Munro will not be connected in any manner with any business or entity which is engaged in, or is in competition with, the businesses conducted by Avnet, Savoir or their affiliates on the date of the consulting and noncompetition agreement.

      In his consulting and noncompetition agreement, Mr. Munro also made the following undertakings with respect to a legal proceeding by Lee Adams against Savoir which is pending in the Superior Court of Orange County, California:

	•	Mr. Munro will indemnify Avnet and Savoir for losses incurred in the Adams legal proceeding, but he will not pay the first $200,000 of such losses and his maximum payment obligation will be $500,000; and
	•	Mr. Munro waives his right to be indemnified under the merger agreement and the certificate of incorporation and by-laws of Savoir both before and after the merger, and his right to coverage

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		under directors’ and officers’ liability insurance (see below), in each case to the extent of any losses arising from the Adams legal proceeding for which he is liable, up to $500,000.

      Savoir also has an employment agreement with Carlton Joseph Mertens II, President and Chief Operating Officer of Savoir, which will remain in effect after the merger. Under this agreement, Mr. Mertens receives a base salary of $350,000 per year and is eligible to receive a bonus of up to $150,000 per year based on the achievement by Savoir of certain performance goals. If Mr. Mertens’ employment is terminated without cause at any time, or if Mr. Mertens terminates his employment with Savoir at any time for certain specified reasons, he will be entitled to receive his base salary for nine months following his termination. Such reasons include:

	•	assignment or alteration by Savoir of Mr. Mertens’ duties, responsibilities or obligations materially inconsistent with his position with Savoir after notice of Mr. Mertens’ objections thereto;
	•	failure of Savoir to provide to Mr. Mertens the salary or bonuses described above;
	•	relocation of Savoir’s IBM operational headquarters outside of San Antonio, Texas;
	•	any requirement by Savoir for Mr. Mertens to relocate anywhere other than San Antonio, Texas; and
	•	instructions by Savoir to Mr. Mertens to violate any applicable law after notice of Mr. Mertens’ objections.

      Savoir also has an employment agreement with Terry Johnson, Savoir’s Chief Financial Officer, which will remain in effect after the merger. Under this agreement, Mr. Johnson receives a base salary of $195,000 per year, and is eligible to receive a bonus payment based on Savoir’s operating income. If Savoir terminates the employment of Mr. Johnson without cause at any time, or if he terminates his employment for any reason after December 31, 2000, he will be entitled to receive his base salary for six months following his termination.

      Savoir also has an employment agreement with Robert O’Reilly, Savoir’s Senior Vice President of Human Resources, which will remain in effect after the merger. Under this agreement, Mr. O’Reilly receives a base salary of $200,000 per year and is eligible to receive a bonus of up to $50,000 per year. If the employment of Mr. O’Reilly is terminated without cause at any time, he will be entitled to receive his base salary for six months following his termination. If Mr. O’Reilly’s responsibilities are reduced within twelve months following a change in control, such as the merger, and such reduction is not for cause, any resignation of employment as a consequence of such reduction in responsibilities will be treated as a termination of employment without cause.

  Indemnification; Directors’ and Officers’ Insurance

      Avnet has agreed to indemnify each present and former Savoir officer and director to the fullest extent permitted by Delaware law for at least four years after the effective time of the merger. Avnet has also agreed that it will maintain a policy of directors’ and officers’ liability insurance coverage not less than four years following the merger on terms no less advantageous than Savoir’s existing insurance, subject to a cap on the amount of premiums Avnet will be required to pay for that coverage. See “The Merger Agreement — Covenants — Indemnification; Directors’ and Officers’ Insurance” on page 35.

Public Trading Markets

      The Savoir common stock is currently quoted on the Nasdaq National Stock Market under the symbol “SVTG.” Upon consummation of the merger, the Savoir common stock will be delisted from the Nasdaq National Stock Market and deregistered under the Securities Exchange Act of 1934. The Savoir series A preferred stock is not publicly traded.

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      The Avnet common stock is currently listed on the New York Stock Exchange and the Pacific Exchange under the symbol “AVT” and will continue to be listed on both exchanges after the merger. See “Market Price and Dividend Information” on page 17.

Accounting Treatment

      Avnet will account for the acquisition of Savoir under the purchase method of accounting in accordance with the provisions of Accounting Principles Board Opinion No. 16, “Business Combinations.” Accordingly, Avnet will record at its cost the acquired assets less liabilities assumed, with the excess of such cost over the estimated fair value of such net assets reflected as goodwill. Additionally, certain costs directly related to the acquisition will be reflected as additional purchase price in excess of the net assets acquired. Avnet’s statement of income will include the operations of Savoir after the effective date of the merger.

The Merger Agreement

General

      At the effective time of the merger, Tactful Acquisition Corp., a wholly-owned subsidiary of Avnet, will merge into Savoir, the separate corporate existence of Tactful will cease, and Savoir will remain as the surviving corporation in the merger and become a wholly-owned subsidiary of Avnet. The transaction is intended to qualify as a tax-free “reorganization” for federal income tax purposes within the meaning of Section 368(a) of the Internal Revenue Code.

Terms of the Merger

      At the effective time of the merger, each share of Savoir common stock will be converted into shares of Avnet common stock at an exchange ratio based upon the average of the closing prices of a share Avnet common stock as reported on the New York Stock Exchange composite tape during the fifteen consecutive trading days ending on the fifth trading day before the date of the special meeting, as follows:

	•	if the fifteen-day average closing price is greater than $68.5472, the exchange ratio will be 0.11452 of a share of Avnet common stock for each share of Savoir common stock;
	•	if the fifteen-day average closing price is greater than or equal to $50.6654 and less than or equal to $68.5472, the exchange ratio for each share of Savoir common stock will be the quotient of $7.85 (the agreed upon value of a share of Savoir common stock in the merger agreement) divided by the fifteen-day average closing price; and
	•	if the fifteen-day average closing price is less than $50.6654, the exchange ratio will be 0.15494 of a share of Avnet common stock for each share of Savoir common stock.

      At the effective time of the merger, each share of Savoir series A preferred stock, other than shares held by persons who perfect their appraisal rights under Delaware law, will be converted into Avnet common stock at an exchange ratio equal to the quotient of $9.6581 (the amount per share payable to the holders of series A preferred stock upon a “change in control” of Savoir, as provided in its certificate of incorporation) divided by the average of the closing prices of a share of Avnet common stock during the five consecutive trading days ending on the trading day immediately preceding the effective date of the merger.

      Each share of Tactful issued and outstanding immediately prior to the effective time will be converted in the merger into one share of Savoir, the surviving corporation. Each share of Avnet common stock issued and outstanding immediately prior to the effective time will remain an issued and outstanding share of Avnet common stock.

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      Fractional shares of Avnet common stock will not be issued to Savoir stockholders pursuant to the merger agreement. Instead,

	•	a holder of Savoir common stock will receive an amount in cash (without interest) equal to (1) the fraction of a share of Avnet common stock to which the holder would otherwise be entitled, multiplied by (2) the price per share of Avnet common stock, not greater than $68.5472 nor less than $50.6654, used to calculate the exchange ratio applicable to Savoir common stock in the merger; and
	•	a holder of Savoir series A preferred stock will receive an amount in cash (without interest) equal to (1) the fraction of a share of Avnet common stock to which the holder would otherwise be entitled, multiplied by (2) the price per share of Avnet common stock used to calculate the exchange ratio applicable to Savoir series A preferred stock in the merger.

Closing; Effective Time of the Merger

      The merger agreement provides that the closing of the merger will take place on the second business day after the day on which all the conditions set forth in the merger agreement are satisfied or waived, unless Avnet and Savoir agree to another time or date. On the closing date, Tactful and Savoir will file a certificate of merger with the Secretary of State of Delaware. The merger will become effective when the certificate of merger is duly filed or such other time as is set forth in the certificate of merger.

Certificate of Incorporation and Bylaws of the Surviving Corporation

      The merger agreement provides that the certificate of incorporation and bylaws of Savoir as in effect immediately before the merger will be the certificate of incorporation and bylaws of Savoir as the surviving corporation at and after the effective time of the merger, except that the number of directors of Savoir, as specified in its bylaws, will be reduced to two.

Directors and Officers of the Surviving Corporation

      The merger agreement provides that the persons serving as directors of Tactful immediately before the merger will be the initial directors of Savoir at and after the effective time of the merger, and that before the merger Avnet will name persons who will serve as the officers of Savoir at and after the effective time of the merger.

Representations and Warranties

      The merger agreement contains representations and warranties of Savoir, Avnet and Tactful, most of which are customary for agreements of this nature and some of which are qualified as to materiality. Savoir represents and warrants to Avnet and Tactful, and Avnet and Tactful represent and warrant to Savoir, that, among other things:

	•	they (and Savoir’s subsidiaries) are corporations duly organized, validly existing and in good standing under the laws of the states where they are organized;
	•	Avnet, Savoir and Tactful have the corporate power and authority to execute, deliver and perform their obligations under the merger agreement, assuming, in the case of Savoir, that its stockholders adopt the merger agreement; and the merger agreement is a valid, binding and enforceable obligation of Avnet, Savoir and Tactful;
	•	the execution and delivery of the merger agreement and, in the case of Savoir, the option agreement, and the performance of the transactions contemplated by the merger agreement and option agreement, will not result in a breach, termination or violation of, or conflict with, their organizational documents or contracts or permits to which they are subject, or violate or conflict with any law, rule, regulation, judgment or decree to which they are subject;

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	•	all consents and approvals required by any governmental entity or other person not a party to the merger agreement to permit the merger and other transactions contemplated by the merger agreement have been or will be obtained;
	•	since January 1, 1998, Avnet and Savoir have made all required filings with the Securities and Exchange Commission, and such filings were, and future filings will be, materially accurate when filed;
	•	except as disclosed by Savoir to Avnet or in Savoir’s SEC filings, there have been no events since December 31, 1999, which resulted in, or are likely to result in, a material adverse effect on the businesses, financial condition, results of operations, business prospects or properties of Savoir and Avnet;
	•	Avnet’s and Savoir’s businesses are being conducted in compliance with all applicable laws; and
	•	there are no brokers and finders entitled to compensation in connection with the transactions contemplated in the merger agreement other than those brokers and finders specified in the merger agreement.

      Also, Savoir represents and warrants to Avnet and Tactful as to the following matters, among others:

	•	Savoir’s authorized, outstanding and reserved capital stock and its outstanding employee stock options and warrants;
	•	The absence of liens and encumbrances on Savoir’s assets, or adverse changes to Savoir’s material contracts, or adverse changes to Savoir’s rights and obligations under any laws, rules or regulations to which it is subject, as a result of its execution and delivery of, and performance of its obligations under, the merger agreement;
	•	tax matters;
	•	Savoir’s material contracts, customers and suppliers;
	•	its employee benefits, employment agreements and labor matters;
	•	legal proceedings to which Savoir or any of its subsidiaries is a party;
	•	insurance coverage;
	•	its title to real property, intellectual property and other property;
	•	environmental matters; and
	•	labor matters.

Conditions to the Merger

      The obligations of each of Avnet and Savoir to effect the merger are subject to the fulfillment or waiver, at or before the effective date of the merger, of the following conditions, among others:

	•	the adoption of the merger agreement by the stockholders of Savoir;
	•	the absence of any judgment, decree, injunction, ruling or order by any court or other governmental entity that prohibits, restricts or delays consummation of the merger;
	•	no issuance by the Securities and Exchange Commission of a stop order suspending the effectiveness of the Form S-4 registration statement of which this proxy statement/prospectus is a part; and
	•	the absence of any general disruption in the financial and securities markets, such as a general suspension of trading in securities on any national securities exchange or the over-the-counter market, the declaration of a banking moratorium, or any limitation by any governmental entity on the extension of credit by banks.

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      The obligations of each of Avnet and Savoir to effect the merger are also subject to the fulfillment or waiver by each of them of the following conditions:

	•	the representations and warranties of the other in the merger agreement must be true and correct in all material respects both as of the date of the merger agreement and on the effective date of the merger;
	•	the other must have complied in all material respects with all covenants requiring its compliance prior to the effective date;
	•	each of them must receive from its counsel an opinion stating that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, that each of Savoir, Tactful and Avnet will be a party to that reorganization within the meaning of Section 368(b) of the Code, and in the case of the opinion to Avnet, that Avnet, Tactful and Savoir will not recognize any gain in the merger (see “Material Federal Income Tax Consequences of the Merger” (page 38)); and
	•	from the date of the merger agreement, the other shall not have suffered a material adverse effect on its business, financial condition, results of operation, business prospects or properties.

      Avnet’s obligations to effect the merger are also subject to the fulfillment or Avnet’s waiver of the condition that Savoir must receive all consents necessary to allow the consummation of the merger and the continuation of Savoir’s business after the merger from International Business Machines Corp., IBM Credit Corp. and their affiliates, and from certain other Savoir suppliers and other parties who otherwise may have a right to terminate their contracts with Savoir as a result of the merger.

      Savoir’s obligations to effect the merger are also subject to the requirement that Avnet common stock distributed in connection with the merger be accepted upon notice of issuance for listing on the New York Stock Exchange.

Covenants

  Access to Information

      Savoir has agreed to give Avnet’s representatives full access during normal business hours before the effective time of the merger to all its properties, books, records, documents, personnel, auditors and legal counsel, and each of Avnet and Savoir will furnish promptly to the other all information concerning itself as the other may reasonably request. Avnet has agreed to provide Savoir’s representatives such information as Savoir may reasonably request to determine the accuracy of Avnet’s and Tactful’s representations and warranties in the merger agreement.

  Conduct of Savoir’s Business Prior to the Merger

      Savoir has agreed that before the effective time of the merger (unless Avnet otherwise agrees), among other things:

	•	it will operate its business only in the ordinary course of business consistent with past practices, and will use its best efforts to

	(a)	preserve its existing business organization, insurance coverage, material rights, material licenses or permits, advantageous business relationships, material agreements and credit facilities,
	(b)	retain and keep available the services of its present officers, employees and agents, and
	(c)	preserve the goodwill of its customers, suppliers and others having business dealings with it;

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	•	Savoir and its subsidiaries will not

	(a)	enter into any material transaction or commitment, or dispose of or acquire material properties or assets, except purchases and sales of inventory in the ordinary course of business consistent with past practices,
	(b)	implement any new employee benefit plan or employment, compensation, or severance agreement,
	(c)	amend any existing employment plan or agreement,
	(d)	take any action that would jeopardize their material supplier or customer relationships,
	(e)	make any material change in the nature of their businesses and operations,

	(f)	enter into any transaction or agreement with their officers, directors and affiliates,

	(g)	incur or agree to incur any liability for payment of more than $100,000 except transactions in the ordinary course of business, or
	(h)	make any tax election or make any change in any method or period of accounting or any material change in any accounting policy, practice or procedure;

	•	Savoir and its subsidiaries will not amend their charter documents and by-laws;
	•	Savoir will not declare or pay any dividend or make any other distribution in respect of its capital stock; and
	•	Savoir will not split, combine or reclassify its capital stock or issue, redeem or acquire any of its equity securities, options, warrants or convertible instruments except for existing commitments, and it will not grant any more options to purchase its common stock.

  Agreement Not to Solicit Other Acquisition Proposals

      Savoir has agreed that it will not, nor will it authorize or permit any of its subsidiaries, directors, officers or employees or any investment banker, financial adviser, attorney, accountant or other representative retained by it, directly or indirectly, to solicit, initiate or take any other action to facilitate knowingly any inquiries or the making of any proposal which is or may reasonably be expected to lead to an “acquisition proposal” or engage in any discussion or negotiations relating to an acquisition proposal. An acquisition proposal is any proposal or offer relating to any acquisition or purchase of all or a substantial part of the assets of Savoir or any of its subsidiaries or 15% or more of any class of equity securities of Savoir or any of its subsidiaries, or relating to a business combination, liquidation or similar transaction involving Savoir or any of its subsidiaries, other than the business combination with Avnet.

      However, Savoir may comply with Securities and Exchange Commission rules with respect to a response to a tender offer. Savoir also may engage in discussions with a third party who, without any solicitation or encouragement by Savoir or its representatives, seeks to initiate such discussions, and may furnish the third party nonpublic information concerning Savoir if the third party has made a bona fide acquisition proposal and the board of directors of Savoir believes in good faith (after consultation with its financial advisor) that the proposal is a “superior proposal,” meaning:

	•	that the proposal is reasonably capable of being completed, taking into account all relevant, legal, financial, regulatory and other aspects of the proposal and the source of its financing;
	•	that the proposal would, if consummated, result in a transaction more favorable to the stockholders of Savoir, from a financial point of view, than the transactions contemplated by the merger agreement with Avnet; and
	•	that the person making the proposal has, or is reasonably likely to have or obtain, any necessary funds or customary commitments to provide any funds necessary to consummate the proposal;

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and Savoir’s board of directors concludes in good faith that entering into discussions with, and furnishing nonpublic information to, the third party may be necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law.

  Stock Options

      Currently, there are options to purchase an aggregate of 2,071,900 shares of Savoir common stock at prices ranging from $3.375 to $13.00 under Savoir’s 1994 Stock Option Plan. At the effective time of the merger, Avnet will assume Savoir’s obligations under Savoir’s 1994 Stock Option Plan, so that the outstanding Savoir options will become options to purchase Avnet common stock. The exercise price per share of Avnet common stock issuable upon exercise of each such Avnet option will be equal to the per share exercise price of the related Savoir option divided by the exchange ratio for the conversion of Savoir common stock in the merger (see page 30), with such exercise price rounded up to the nearest penny, and the number of shares of Avnet common stock issuable upon exercise of each such Avnet option will be equal to the number of shares of Savoir common stock that could have been acquired under the related Savoir option multiplied by the exchange ratio with such share number rounded down to the nearest whole number.

  Warrants

      Currently, there are warrants to purchase an aggregate of 1,561,575 shares of Savoir common stock at prices ranging from $4.77 to $9.69 per share. At the effective time of the merger, each such warrant will be converted into a right to acquire shares of Avnet common stock. The exercise price per share of Avnet common stock issuable upon exercise of each such warrant will be equal to the per share exercise price of the warrant before the effective time divided by the exchange ratio for the conversion of Savoir common stock in the merger, and the number of shares of Avnet common stock issuable upon exercise of each such warrant will be equal to the number of shares of Savoir common stock that could have been acquired under such warrant before the effective time multiplied by the exchange ratio.

  Avnet Benefit Plans

      When the merger is completed, the business of Savoir will be combined with that of Avnet and the Savoir employees will be offered employee benefits which, in the aggregate, are no less favorable to them than those Avnet provides to its own employees.

  Indemnification; Directors’ and Officers’ Insurance

      For at least four years after the effective time of the merger, Savoir and Avnet will indemnify each present and former director and officer of Savoir and their respective subsidiaries to the full extent permitted by Delaware law with respect to any alleged action or omission occurring before the effective time. Avnet and Savoir also have agreed that they will maintain directors’ and officers’ liability insurance coverage for such directors and officers for not less than four years following the merger on terms no less advantageous than Savoir’s existing insurance; however, Avnet and Savoir will not be required to pay more than twice the annual premiums which Savoir currently pays for such insurance. Also, see “The Merger — Interests of Certain Persons in the Merger and Possible Conflicts of Interest” on page 27.

Termination

      The merger agreement may be terminated at any time before the effective time of the merger, whether before or after approval by Savoir’s stockholders, by the mutual written consent of Savoir and Avnet. It may also be terminated by either Savoir or Avnet without the consent of the other if:

	•	any governmental entity has issued a final and non-appealable order prohibiting the consummation of any of the transactions contemplated by the merger agreement;

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	•	the merger has not been consummated by September 15, 2000, unless due to the failure by the party seeking termination to perform any of its obligations under the merger agreement in any material respect;
	•	Savoir fails to hold the special meeting or the Savoir stockholders do not adopt the merger agreement;
	•	Savoir or Avnet is not in breach of any provision of the merger agreement, the other breaches any representation, warranty, covenant, agreement, condition or obligation in the merger agreement, and the breach has or is reasonably likely to have a material adverse effect on the breaching party.

      In addition, Savoir may terminate the merger agreement without the consent of Avnet for the purpose of entering into an agreement with another person that has made a “superior proposal”. See “— Covenants — Agreement Not to Solicit Other Acquisition Proposals” on page 34.

      Avnet may terminate the merger agreement without the consent of Savoir if the board of directors of Savoir withdraws, amends, modifies, conditions or qualifies in a manner adverse to Avnet its approval of the merger agreement or its recommendation of the merger agreement to the Savoir stockholders, or recommends to them another acquisition proposal for Savoir. See “— Covenants — Agreement Not to Solicit Other Acquisition Proposals” on page 34.

      If the merger agreement is terminated as described above, the merger agreement will become void and have no effect, without any liability or obligation on the part of either Avnet or Savoir however, the termination will not relieve:

	•	the liability of Avnet or Savoir for any willful breach of the merger agreement;
	•	the obligations of Savoir and Avnet to indemnify the other party with respect to the registration statement of which this proxy statement/prospectus is a part;
	•	the obligations of Savoir and Avnet to keep confidential all non-public information disclosed by the other in connection with the transactions contemplated by the merger agreement; or
	•	the obligation of Savoir to pay a termination fee (see below).

Termination Fees and Expenses

      Whether or not the merger is consummated, each of Avnet and Savoir will pay its own expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement.

      Savoir will pay Avnet $750,000 in cash if

	•	Avnet terminates the merger agreement because:

	1.	Savoir has failed to hold the special meeting or the stockholders of Savoir do not adopt the merger agreement; or
	2.	Avnet is not in breach of any provision of the merger agreement, Savoir has breached any of its representations and warranties in the merger agreement, and the breach has or would reasonably be likely to have a material adverse effect on Savoir; or
	3.	Avnet is not in breach of any provision of the merger agreement, Savoir has breached any of its covenants, agreements, conditions or obligations in the merger agreement, and the breach has or would reasonably be likely to have a material adverse effect on Savoir and is not or cannot be promptly cured; or
	4.	the board of directors of Savoir has withdrawn, amended, modified, conditioned or qualified in a manner adverse to Avnet its approval or recommendation of the merger, or has recommended another acquisition proposal for Savoir; or

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	•	Savoir terminates the merger agreement because it has failed to hold the special meeting or the stockholders of Savoir do not adopt the merger agreement, or Savoir terminates the merger agreement for the purpose of entering into an agreement for a “superior proposal;”

and, in each case, Savoir or its stockholders are aware of another “acquisition proposal” as defined above under “ — Covenants — Agreement Not to Solicit Other Acquisition Proposals” on page 34.

      Savoir will pay to Avnet $4,500,000, less any previous payment of $750,000 as described above, if the merger agreement is terminated:

	•	as described above; or
	•	by Avnet if the merger has not been consummated by September 15, 2000;

and, in either case, within one year of such termination, Savoir enters into an agreement to effect another acquisition proposal.

Amendment, Extension and Waiver

      Savoir and Avnet may amend the merger agreement in writing at any time before or after the Savoir stockholders adopt the merger agreement. However, after adoption of the merger agreement by the Savoir stockholders, the merger agreement cannot be amended in any way that would under Delaware law require further approval of the stockholders unless such further approval is obtained.

      At any time before the effective time, Savoir or Avnet may extend the time for performance of any of the obligations or other acts of the other, waive any inaccuracies in the representations and warranties of the other contained in the merger agreement or in any document delivered pursuant to the merger agreement, or waive compliance by the other with any of the agreements or conditions contained in the merger agreement. Any agreement of extension or waiver must be in writing.

Other Agreements

      At the time when Avnet and Savoir first executed and delivered the merger agreement, they also entered into an option agreement under which Savoir granted Avnet an option (the “Savoir Option”) to purchase up to 2,023,435 shares of Savoir common stock, representing 15.0% of the issued and outstanding Savoir common stock before such purchase, at an exercise price of $6.83 per share, subject to customary anti-dilution adjustments.

      Avnet may not exercise the Savoir Option unless Avnet becomes entitled to receive from Savoir a termination fee under the merger agreement. See “The Merger Agreement — Termination Fees and Expenses” on page 36.

      Also in connection with the merger agreement, Avnet entered into an inducement agreement with P. Scott Munro, Carlton Joseph Mertens II, Dennis Polk, Robert O’Reilly, J. Larry Smart, Angelo Guadagno, K. William Sickler, Michael N. Gunnells and Guy M. Lammle (collectively, the “Management Stockholders”), under which each of the Management Stockholders granted Avnet an option (the “Stockholders’ Option”) to purchase his shares of Savoir common stock (collectively, 2,082,034 shares) at an exercise price of $7.85 per share, payable in cash or Avnet common stock at Avnet’s option. If Avnet exercises the Stockholders’ Option, the merger subsequently occurs and the exchange ratio in the merger is based on an average closing price which is less than $59.6063 (the midpoint in the range between $50.6654 and $68.5472 in the exchange ratio formula), Avnet will issue to each Management Stockholder shares of Avnet common stock equal in value to the difference between (A) the value of the Avnet common stock which the Management Stockholder would have received in the merger for his Savoir common stock, and (B) the value of the Avnet common stock or the cash amount which the Management Stockholder received from the exercise of the Stockholders’ Option. On the other hand, if Avnet exercises the Stockholders’ Option, the merger subsequently occurs and the exchange ratio in the merger is based on an average closing price which is greater than $59.6063, each Management

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