Sec Form 13D Filing - Permira (Europe) Ltd. filing for AVNET INC (AVT) - 2006-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                SCHEDULE 13D
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 3)*


                                AVNET, INC.

                              (Name of Issuer)

                  Common Stock, par value $1.00 per share

                       (Title of Class of Securities)

                                 053807103

                               (CUSIP Number)


                             c/o Alistair Boyle
                          Permira (Europe) Limited
                        Trafalgar Court, Les Banques
              St. Peter Port, Guernsey Channel Islands GY1 3QL

        (Name, Address and Telephone Number of Person Authorized to
                    Receive Notices and Communications)

                                  Copy to:

                           Andrew P. Varney, Esq.
                Fried, Frank, Harris, Shriver & Jacobson LLP
                       1001 Pennsylvania Avenue, N.W.
                                 Suite 800
                           Washington, D.C. 20004

                             February 14, 2006

          (Date of Event which Requires Filing of this Statement)


If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this  Schedule  13D, and is
filing  this  schedule  because  of  ss.ss.240.13d-1(e),   240.13d-1(f)  or
240.13d-1(g), check the following box.|_|

Note:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.

                       (Continued on following pages)
                            (Page 1 of 14 Pages)

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this form with respect to the subject class of
securities,  and for any subsequent amendment containing  information which
would alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be
deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).



CUSIP No. 053807103              13D              Page 3 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Permira Europe II Nominees Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO



CUSIP No. 053807103              13D              Page 4 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Permira Europe II Managers, L.P.

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      PN



CUSIP No. 053807103              13D              Page 5 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Permira (Europe) Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO



CUSIP No. 053807103              13D              Page 6 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Permira UK Venture IV Nominees Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO



CUSIP No. 053807103              13D              Page 7 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Schroder Venture Managers (Guernsey) Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO



CUSIP No. 053807103              13D              Page 8 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      SV (Nominees) Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO



CUSIP No. 053807103              13D              Page 9 of 15 Pages

1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      Schroder Ventures Investment Limited

2.    Check the Appropriate Box if a Member of a Group (See Instructions)
      (a) X
      (b)

3.    SEC Use Only

4.    Source of Funds (See Instructions) OO

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to
      Items 2(d) or 2(e)

6.    Citizenship or Place of Organization  Guernsey

                7.  Sole Voting Power
Number of                  0
  Shares
Beneficially     8.  Shared Voting Power
 Owned by                  0
   Each
Reporting        9.  Sole Dispositive Power
Person                     0
   With
                 10. Shared Dispositive Power
                           0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
                0

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions) (  )

13.   Percent of Class Represented by Amount in Row (11) 0%

14.   Type of Reporting Person (See Instructions)
      CO




     This Amendment No. 3 amends and  supplements the statement on Schedule
13D filed by Permira Europe II Nominees Limited, Permira Europe II Managers
L.P.,  Permira (Europe)  Limited,  Permira UK Venture IV Nominees  Limited,
Schroder Venture Managers (Guernsey)  Limited,  SV (Nominees) Limited,  and
Schroder  Ventures  Investment  Limited  with the  Securities  and Exchange
Commission  ("SEC") on July 15,  2005,  and  amended  on July 22,  2005 and
January 25, 2006,  relating to the Common Stock of Avnet,  Inc., a New York
corporation  (the  "Company").  Capitalized  terms  used but not  otherwise
defined  herein  shall  have the  meanings  ascribed  to such  terms in the
Schedule 13D.

ITEM 4.  PURPOSE OF TRANSACTION.

     Item 4 is hereby  amended by adding the following  immediately  before
the final two paragraphs thereof:

     Pursuant to an  underwriting  agreement,  dated  February 8, 2006 (the
"Underwriting  Agreement"),  by and among the Company,  PE2  Nominees,  VF4
Nominees   and  SV   Nominees   (the   "Selling   Stockholders")   and  the
representatives  of the several  underwriters  listed in Schedule B thereto
(collectively,  the  "Underwriters"),  the Underwriters  agreed to purchase
from the Selling  Stockholders and the Selling  Stockholders agreed to sell
to the Underwriters, an aggregate of 15,700,000 shares of Common Stock (the
"Sale"). In addition,  pursuant to the Underwriting Agreement,  the Selling
Stockholders granted the Underwriters an option, exercisable within 30 days
after  the date of the final  prospectus  (the  "Prospectus")  filed by the
Company on February 9, 2006 pursuant to Rule 424(b) of the Securities  Act,
to purchase an additional 2,257,367 shares of Common Stock from the Selling
Stockholders  at the same  purchase  price  per share  for the  purpose  of
covering over-allotments (the "Over-Allotment Option").

     Pursuant to the  Prospectus,  the public  offering price in the public
offering  of  Common  Stock by the  Company  was  $24.00  per share and the
underwriting  discount  was $0.84 per share.  Pursuant to the  Underwriting
Agreement,  the  Underwriters  agreed to purchase shares of Common Stock in
the Sale and upon  exercise  of the  Over-Allotment  Option  at a price per
share of $23.16 (which is net of underwriting  discounts and  commissions).
Accordingly,  the Selling  Stockholders  sold an  aggregate  of  17,957,367
shares  of  Common  Stock  (including  the  Over-Allotment  Option)  to the
Underwriters  at a price per share of $23.16 (which is net of  underwriting
discounts and commissions) for an aggregate amount of $415,892,619.72.  The
Underwriting  Agreement contains standard terms and conditions for a public
offering including  customary  representations and warranties and indemnity
provisions.  The foregoing description of the Underwriting Agreement is not
intended to be complete  and is  qualified  in its entirety by the complete
text of the Underwriting Agreement, the form of which is filed as Exhibit 4
to this Schedule 13D.

     The Sale of  17,957,367  shares of Common Stock held by the  Reporting
Persons was consummated on February 14, 2006.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended in its entirety as follows:

     (a) and (b)

     As of the date hereof,  none of the PE2 Nominees,  VF4 Nominees and SV
Nominees  own  any  shares  of  Common  Stock,  which  represents,  in  the
aggregate,  0% of the  Company's  issued and  outstanding  shares of Common
Stock. The beneficial  ownership  percentages in this report are based on a
total of 146,281,787 shares outstanding as of February 2, 2006 (as reported
by the Company in the Prospectus).

     (c) Except as set forth  herein,  to the  knowledge  of the  Reporting
Persons  with respect to the persons  named in response to  paragraph  (a),
none of the persons  named in response to  paragraph  (a) has  effected any
transactions in shares of Common Stock during the past 60 days.

     (d) No person other than the persons listed is known to have the right
to receive or the power to direct the  receipt of  dividends  from,  or the
proceeds from the sale of, any securities owned by any member of the group.

     (e) The Reporting  Persons ceased to be the  beneficial  owner of more
than five  percent of the Common  Stock on February  14,  2006,  based on a
total of 146,281,787  shares of Common Stock  outstanding as of February 2,
2006 (as reported by the Company in the Prospectus).

ITEM 6.  CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS  WITH
         RESPECT TO SECURITIES OF THE ISSUER

     Item 6 is hereby amended in its entirety by the following:

     In  connection  with the  Sale,  on  February  8,  2006,  the  Selling
Stockholders executed a lock-up agreement (the "Lock-Up Agreement) pursuant
to which the Selling  Stockholders  agreed not to offer, sell,  contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of
the  Common  Stock  or  securities  convertible  into  or  exchangeable  or
exercisable  for any shares of the Common  Stock,  enter into a transaction
that would  have the same  effect,  or enter into any swap,  hedge or other
arrangement  that  transfers,  in whole or in part, any of the ownership of
the Common Stock,  whether any of these  transactions  are to be settled by
delivery of the Common Stock or other securities,  in cash or otherwise, or
publicly  disclose  the  intention  to make  any  offer,  sale,  pledge  or
disposition,  or to  enter  into  any  transaction,  swap,  hedge  or other
arrangement,  without,  in each  case,  the prior  written  consent  of the
Underwriters  for a period of 81 days after February 8, 2006. The foregoing
descrip
tion of the Lock-Up  Agreement is not intended to be complete and is
qualified in its entirety by the  complete  text of the Lock-Up  Agreement,
the form of which is filed as Exhibit 5 to this Schedule 13D.

     In addition, as described under Item 4 above, certain of the Reporting
Persons  have  entered  into  the  Securities  Acquisition  Agreement,  the
Registration  Rights  Agreement,   the  Board  Nominee  Agreement  and  the
Underwriting Agreement.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

      The following documents are filed as exhibits:


     Exhibit No.                         Title
     -----------                         -----

          4          Underwriting Agreement, dated as of February 8, 2006,
                     between Avnet, Inc., the sellers named therein and
                     Goldman, Sachs & Co., Credit Suisse Securities (USA)
                     LLC, and Banc of America Securities LLC (as
                     Representatives of the Several Underwriters), which is
                     hereby incorporated by reference to the Current Report
                     on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
                     February 10, 2006.

          5          Form of Lock-Up Agreement, dated February 8, 2006, by
                     Permira Europe II Nominees Limited, Permira UK Venture
                     IV Nominees Limited and SV (Nominees) Limited.






                                 Signature

     After  reasonable  inquiry and to the best of the knowledge and belief
of each of the  undersigned,  each of the  undersigned  certifies  that the
information set forth in this statement is true, complete and correct.


Dated: February 14, 2006
                                    PERMIRA EUROPE II
                                    NOMINEES LIMITED

                                    Signed by: /s/ Alistair Boyle
                                               ------------------
                                    for and on behalf of
                                        Permira Europe II Nominees
                                        Limited
                                        By: Alistair Boyle,
                                            Alternate Director

                                    PERMIRA (EUROPE) LIMITED

                                    Signed by:  /s/ Alistair Boyle
                                                ------------------
                                    for and on behalf of
                                        Permira (Europe) Limited
                                        By:  Alistair Boyle,
                                             Alternate Director

                                    PERMIRA EUROPE II MANAGERS, L.P.
                                    BY: PERMIRA (EUROPE) LIMITED,
                                        ITS GENERAL PARTNER

                                    Signed by:  /s/ Alistair Boyle
                                                ------------------
                                    for and on behalf of
                                        Permira (Europe) Limited, as General
                                        Partner
                                        By:  Alistair Boyle,
                                             Alternate Director

                                    PERMIRA UK VENTURE IV
                                    NOMINEES LIMITED
                                    Signed on behalf of Permira
                                    UK Venture IV Nominees
                                    Limited:

                                    Signed by:  /s/ Tim Lowe
                                                ------------
                                                Director
                                                /s/ John Symons
                                                ---------------
                                    for Doyle Administrators Ltd.
                                        Secretary

                                    (A) as nominee for  Barings  (Guernsey)
                                    Limited as (i)  Trustee of  Schroder UK
                                    Venture   Fund  IV   Trust,   and  (ii)
                                    Custodian  of Schroder UK Venture  Fund
                                    IV LP1 and  Schroder UK Venture Fund IV
                                    LP2, and

                                    (B) as  nominee  for  Schroder  Venture
                                    Managers  (Guernsey) Limited as manager
                                    of the  Schroder  UK  Venture  Fund  IV
                                    Co-investment  Scheme

                                    SCHRODER  VENTURE
                                    MANAGERS (GUERNSEY) LIMITED

                                    Signed by:  /s/ Alistair Boyle
                                                ------------------
                                    for and on behalf of
                                        Schroder Venture Managers
                                       (Guernsey) Limited
                                        By:  Alistair Boyle,
                                             Alternate Director

                                    SV (NOMINEES) LIMITED

                                    Signed by:  /s/ Alistair Boyle
                                                ------------------
                                    for and on behalf of
                                        SV (Nominees) Limited as nominee
                                        for Schroder Ventures Investments
                                        Limited
                                        By:  Alistair Boyle,
                                             Alternate Director

                                    SCHRODER VENTURES INVESTMENTS
                                    LIMITED

                                    Signed by:  /s/Alistair Boyle
                                                -----------------
                                    for and on behalf of Schroder
                                    Ventures Investments Limited
                                             By:  Alistair Boyle,
                                                  Alternate Director





                               EXHIBIT INDEX

     Exhibit No.                         Title
     -----------                         -----

          4          Underwriting Agreement, dated as of February 8, 2006,
                     between Avnet, Inc., the sellers named therein and
                     Goldman, Sachs & Co., Credit Suisse Securities (USA)
                     LLC, and Banc of America Securities LLC (as
                     Representatives of the Several Underwriters), which is
                     hereby incorporated by reference to the Current Report
                     on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
                     February 10, 2006.

          5          Form of Lock-Up Agreement, dated February 8, 2006, by
                     Permira Europe II Nominees Limited, Permira UK Venture
                     IV Nominees Limited and SV (Nominees) Limited.