-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VdxvQT6SG7dQfNRGWZr/AHrHhYsPiEAyyCGVMx0pjcYL8xTV53Y9maZGizNup/cc eXXGVmfAOijm31IGKJUVIQ== 0000950147-98-000319.txt : 19980504 0000950147-98-000319.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950147-98-000319 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971102 FILED AS OF DATE: 19980430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROAGE INC /DE/ CENTRAL INDEX KEY: 0000814249 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 860321346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-15995 FILM NUMBER: 98605928 BUSINESS ADDRESS: STREET 1: 2400 S MICROAGE WY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6028042000 MAIL ADDRESS: STREET 1: 2400 SOUTH MICROAGE WAY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) For the fiscal year ended November 2, 1997 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from ___________ to ___________ Commission file number 0-15995 AMENDED AND RESTATED MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (A. Full title of the plan and the address of the plan, if different from that of the issuer named below) MICROAGE, INC. 2400 South MicroAge Way Tempe, Arizona 85282 (B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) REQUIRED INFORMATION The following financial statements and other information is furnished herein for the 401(k) portion of the Amended and Restated MicroAge, Inc. Retirement Savings and Employee Stock Ownership Plan and Trust: 1. Audited Statements of Net Assets Available for Benefits for the Plan Years ended November 2, 1997 and November 3, 1996. 2. Audited Statements of Changes in Net Assets Available for Benefits for the Plan Year ended November 2, 1997. See the Index to Financial Statements. See also the Exhibits. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMENDED AND RESTATED MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (Name of Plan) "EMPLOYER" - Microage, Inc., a Delaware Corporation By: /s/ Jeffrey D. McKeever ----------------------- (Signature) Title: Chairman of the Board and Chief Executive Officer "TRUSTEE" - WELLS FARGO By: /s/ Laura J. Cox ---------------- (Signature) Title: Assistant Vice President Date: April 27, 1998 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401 (k) PORTION FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES NOVEMBER 2, 1997 AND NOVEMBER 3, 1996 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401 (k) PORTION INDEX TO FINANCIAL STATEMENTS Page ---- Report of Independent Accountants 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Schedules: I. Schedule of Investments at November 2, 1997 9 II. Statement of Net Assets Available for Benefits with Fund Information at November 2, 1997 10 Statement of Net Assets Available for Benefits with Fund Information at November 3, 1996 11 III. Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended November 2, 1997 12 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants, Trustee and Administrator of the MicroAge, Inc. Retirement Savings and Employee Stock Ownership Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the MicroAge, Inc. Retirement Savings and Employee Stock Ownership Plan - 401(k) portion (the "Plan") at November 2, 1997 and November 3, 1996, and the changes in net assets available for benefits for the period from November 4, 1996 to November 2, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedule I is presented for the purpose of additional analysis and is not a required part of the basic financial statements. Further, the Fund Information presented in Schedules II and III is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. Schedules I, II and III have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Phoenix, Arizona April 27, 1998 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(K) PORTION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
November 2, November 3, 1997 1996 ------------------ ----------------- Assets: Investments, at fair market value (Cost: November 2, 1997 - $12,612,906 November 3, 1996 - $10,316,811) MicroAge, Inc. common stock $ 3,764,508 $ 3,288,441 Mutual funds 12,929,813 9,204,368 Money market securities 362,302 459,022 ------------------ ----------------- 17,056,623 12,951,831 ------------------ ----------------- Contributions receivable: Employees 207,410 - Employer - MicroAge, Inc. common stock 684,147 474,410 ------------------ ----------------- 891,557 474,410 ------------------ ----------------- Total assets 17,948,180 13,426,241 ------------------ ----------------- Liabilities: Other - 123,382 ------------------ ----------------- Total liabilities - 123,382 ------------------ ----------------- Net assets available for benefits $ 17,948,180 $ 13,302,859 ================== =================
The accompanying notes are an integral part of these financial statements. 2 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(K) PORTION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended November 2, 1997 --------------- Additions to net assets attributed to: Investment income: Interest $ 20,361 Dividends 719,322 Net realized gain on investments 202,735 Net change in unrealized appreciation of investments 1,762,555 --------------- 2,704,973 --------------- Contributions: Employees 3,869,832 Employer 684,147 --------------- 4,553,979 --------------- Net additions 7,258,952 Deductions from net assets attributed to: Benefits paid to participants 2,613,631 --------------- Net increase 4,645,321 Net assets available for benefits: Beginning of the year 13,302,859 --------------- End of the year $ 17,948,180 =============== The accompanying notes are an integral part of these financial statements. 3 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN - -------------------------------- The following brief description of the MicroAge, Inc. (the Company) Retirement Savings and Employee Stock Ownership Plan - 401(k) Portion (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan also includes an employee stock ownership feature (the ESOT). The ESOT is funded solely by employer contributions; no employee contributions are permitted. Additionally, there is a separate ESOT trust under the Plan. ESOT assets will not be commingled with assets attributable to the 401(k) portion of the Retirement Savings and Employee Stock Ownership Plan. The Plan also includes a non-qualified supplemental executive plan, whose assets are not commingled with those attributable to the 401(k) or ESOT. The Plan is a defined contribution plan covering substantially all employees of the Company who have attained at least 21 years of age, are U.S. citizens and have completed at least one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is administered by the Company. The Plan was established to be effective July 1988. Employees are eligible to join the Plan on the first day of the Plan quarter coincident with or following the date on which the employee satisfies all of the eligibility requirements. The Plan year coincides with the Company's fiscal year which ends on the Sunday nearest October 31 in each calendar year. The Plan years ended November 2, 1997 and November 3, 1996 included 52 and 53 weeks, respectively. If a participant is fully vested under the Plan, the participant may make an election to invest all or any portion of his Employer Matching Contribution account (consisting of Company stock) in any of the Plan's investment options. As of July 1, 1995, participants were no longer permitted to invest new funds into the Company Stock Fund. Participants may elect to contribute 1% to 15% of their total eligible compensation as a pretax deferral in lieu of receiving such amounts as compensation. For each year in which the Plan is in effect, the Company may make a matching contribution with respect to a participant's elective deferrals in an amount to be determined at the sole discretion of the Company. Such matching contributions shall be allocated in the ratio that the elective deferral made and not withdrawn by each participant in the period for which the contribution is made bears to the unwithdrawn elective deferrals of all participants for such period. The Company's total contribution for a Plan year shall not exceed the maximum amount deductible on account of the Company's contribution for its corresponding taxable year for federal income tax purposes. A Company matching contribution, if any, will be credited as of the last day of the Plan year to the accounts of those participants who are active participants on the last day of each Plan year. Participants may change their allocations or elections the first day of each Plan quarter. 4 The participant's contributions vest immediately. The Company's matching contributions vest based on years of service as follows: Years of Service Vesting Percentage ---------------- ------------------ Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100% If a participant terminates before the Company's contribution is fully vested, the Company can use the forfeited portion to reduce the Company's contribution to the Plan for the Plan year in which forfeitures occur, or, if such forfeitures exceed the amount of contribution for the Plan year, such excess shall be treated as a contribution carryover and applied to reduce future contributions. During the year ended November 2, 1997, $8,684 of employer matching contributions were forfeited by terminated employees before those amounts became vested. Plan assets are held in a single Trust Fund (the Trust Fund) managed by the Trustee. Each participant elects from seven investment options how his contributions will be invested. The investment options and the number of participants under each option at November 2, 1997 were as follows:
Participants at November 2, 1997 -------------------------------- Company Stock Fund - this fund consists one hundred percent (100%) of MicroAge, Inc. common stock. 968 EuroPacific Growth Fund - this fund consists of investments in common stocks of companies headquartered outside of the United States. 1,188 Capital World Growth and Income Fund - this fund consists of investments in common stocks of the largest and oldest companies from around the world. 1,179 Investment Company of America Fund - this fund primarily consists of investments in common stock of domestic corporations. 1,376 Income Fund of America - this fund consists of common stocks, bonds and money market securities. 912 The Bond Fund of America - this fund consists of bonds and other marketable debt securities. 405 The Cash Management Trust of America - this fund consists of money market securities. 245
5 The Company's matching contributions, if any, can be made in cash or MicroAge, Inc. common stock. Cash contributions are invested according to each participant's investment election. Contributions of MicroAge, Inc. common stock remain invested in the Company Stock Fund unless the participant is fully vested under the plan. If a participant is fully vested under the plan, they may make an election to invest all or any portion of their employer matching contribution account in any of the Plan's investment options. For the year ended November 2, 1997, the Company contributed $684,147 in MicroAge, Inc. common stock and made no cash contributions. The Plan provides for early withdrawal (prior to the participant obtaining age 59 1/2) under certain circumstances. However, the participant may be subject to tax penalties under the Internal Revenue Code of 1986, as amended (the Code) on early withdrawals. The Plan may be amended at any time; however, no such amendment may adversely affect the rights of the participants in the Plan with respect to contributions made prior to the date of amendment. Company matching contributions may be discontinued and participation by the Company in the Plan may be terminated at any time. In the event the Plan is terminated, each participant will receive the full amount of Plan assets in his account. Wells Fargo Bank Trust (Wells Fargo Bank) acts as trustee and investment manager of the Plan. The trustee maintains account records of individual participants and provides quarterly statements to participants. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- Method of accounting - -------------------- The Plan prepares its financial statements using the accrual method of accounting. Income is recognized when earned and expenses are recorded when incurred. The Plan's investments are presented at fair value. The fair value of the Company's common stock is based upon the last sales price as reported by the "NASDAQ"/National Market System, on the valuation date. Security transactions are recorded on a trade date basis. Expenses paid by the Plan in connection with such purchases and sales may include brokerage commissions and taxes. These expenses, if any, are included in the cost of securities purchased and deducted from the proceeds of securities sold. The Plan paid no brokerage commissions during the year ended November 2, 1997. Realized gains or losses on security transactions are recorded as the difference between proceeds received and revalued cost. Revalued cost represents fair value of the security at the end of the prior year, or cost if acquired during the year. Interest income is recorded on the accrual basis as earned. Contributions - ------------- The Company's contributions to participants are recognized on the accrual basis in the Plan year to which they relate. 6 Benefit payments - ---------------- Benefit payments are recorded when paid. In accordance with generally accepted accounting principles, obligations for distributions processed and approved for payment prior to the Plan's period-end aggregating $58,278 at November 2, 1997 were not accrued in the Plan's financial statements. No such amounts existed at November 3, 1996. Administrative and Trustee expenses - ----------------------------------- Expenses incurred to administer the Plan are paid directly by the Company. NOTE 3 - TAX STATUS OF THE PLAN - ------------------------------- The Plan Administrator and Management of the Company believe that the Plan conforms with the requirements of ERISA. The Internal Revenue Service has determined and informed the Company by a letter dated January 25, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no application has been made for an updated determination letter. NOTE 4 - INVESTMENTS - -------------------- The following table presents the market value of investments that represent 5 percent or more of the Plan's net assets:
Description of investment November 2, 1997 November 3, 1996 - ------------------------- ---------------- ---------------- Company Stock Fund MicroAge, Inc. common stock $ 3,764,508 $ 3,288,441 EuroPacific Growth Fund Foreign common stocks 3,253,024 2,515,683 Capital World Growth and Income Fund Global common stocks 2,700,135 1,894,367 The Investment Company of America Fund Common stocks 4,120,677 2,700,631 The Income Fund of America Common stocks, marketable debt securities and money market securities 2,247,898 1,529,335
NOTE 5 - RELATED PARTY TRANSACTIONS - ----------------------------------- The Trustee invests in the Company's common stock in accordance with the provisions of the Plan's Company Stock Fund. The Trustee acquires the Company's common stock by purchase on the open market. 7 The following is a summary of transactions in the Company's common stock: Year ended ---------------------------- November 2, November 3, ------------- ------------- Description 1997 1996 - ----------- ------------- ------------- Cost of shares purchased $ 2,174 $ - Number of shares purchased 126 - Average per share cost purchase $ 17.25 $ - NOTE 6 - REALIZED GAINS ON INVESTMENTS - -------------------------------------- The realized gains for the year ended November 2, 1997 are as follows: Revalued Realized Proceeds Cost Gains ------------- ------------- ------------- MicroAge, Inc. common stock $ 646,831 $ 590,337 $ 56,494 Mutual funds 1,992,702 1,846,461 146,241 ------------- ------------- ------------- $ 2,639,533 $ 2,436,798 $ 202,735 ============ ============ ============= NOTE 7 - CHANGE IN UNREALIZED APPRECIATION - ------------------------------------------ Unrealized Appreciation ----------------------------------------- November 2, November 3, 1997 1996 Change ------------ ------------ ------------ MicroAge, Inc. common stock $ 2,379,799 $ 1,789,979 $ 589,820 Mutual funds 2,437,577 1,264,842 1,172,735 ------------ ------------ ------------ $ 4,817,376 $ 3,054,821 $ 1,762,555 ============ ============ ============ The closing price for MicroAge, Inc. common stock was $ 22.00 and $ 19.38 per share on November 2, 1997 and November 3, 1996, respectively. On April 27, 1998, the closing price for the common stock was $15.13 per share. 8 SCHEDULE I MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION SCHEDULE OF INVESTMENTS AT NOVEMBER 2, 1997
Number of shares Description of Investment Cost Market - ----------------- ------------------------- --------------------- --------------------- 170,754 Company Stock Fund $ 1,561,480 $ 3,764,508 ------------------ MicroAge, Inc. Common stock 119,773 EuroPacific Growth Fund 2,874,620 3,253,024 ----------------------- Foreign common stocks 104,860 Capital World Growth and Income Fund 2,213,461 2,700,135 ------------------------------------ Global common stock 138,743 Investment Company of America Fund 3,130,242 4,120,677 ---------------------------------- Common Stocks 120,595 Income Fund of America 1,892,915 2,247,898 ---------------------- Common stocks, marketable debt securities and money market securities 43,434 The Bond Fund of America 577,886 608,079 ------------------------ Marketable Debt Securities 362,302 The Cash Management Trust of America 362,302 362,302 ------------------------------------ Money market securities --------------------- --------------------- Total investments at November 2, 1997 $ 12,612,906 $ 17,056,623 ===================== =====================
9
MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(K) PORTION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE II AT NOVEMBER 2, 1997 (PAGE 1 OF 2) Participant Directed ---------------------------------------------------------------------------- The Cash Capital Investment Management EuroPacific World Growth Company of Income Trust of Growth and Income America Fund of America Fund Fund Fund America ------------ ------------ ------------ ------------ ------------ Assets Investments, at fair market value MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ -- Mutual funds -- 3,253,024 2,700,135 4,120,677 2,247,898 Money market securities 362,302 -- -- -- -- ------------ ------------ ------------ ------------ ------------ 362,302 3,253,024 2,700,135 4,120,677 2,247,898 Contributions receivable: Employees 5,543 47,532 46,319 66,142 33,884 Employer - MicroAge, Inc. common stock -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ 5,543 47,532 46,319 66,142 33,884 Interfund transfers to be executed (1) (4,697) 8,064 52,308 80,124 2,023 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 363,148 $ 3,308,620 $ 2,798,762 $ 4,266,943 $ 2,283,805 ============ ============ ============ ============ ============
Non-participant Directed ---------------------------- ------------ The Bond Company Company Fund of Stock Stock America Fund Fund TOTAL ------------ ------------ ------------ ------------ Assets Investments, at fair market value MicroAge, Inc. common stock $ -- $ 1,460,156 $ 2,304,352 $ 3,764,508 Mutual funds 608,079 -- -- 12,929,813 Money market securities -- -- -- 362,302 ------------ ------------ ------------ ------------ 608,079 1,460,156 2,304,352 17,056,623 Contributions receivable: Employees 7,990 -- -- 207,410 Employer - MicroAge, Inc. common stock -- -- 684,147 684,147 ------------ ------------ ------------ ------------ 7,990 -- 684,147 891,557 Interfund transfers to be executed (1) (37,593) -- (100,229) -- ------------ ------------ ------------ ------------ Net assets available for benefits $ 578,476 $ 1,460,156 $ 2,888,270 $ 17,948,180 ============ ============ ============ ============
(1) These interfund transfers represent participant transfer requests received prior to the end of the period that were executed subsequent to the end of the period. 10
MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(K) PORTION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE II AT NOVEMBER 3, 1996 (PAGE 2 OF 2) Participant Directed ---------------------------------------------------------------------------- The Cash Capital Investment Management EuroPacific World Growth Company of Income Trust of Growth and Income America Fund of America Fund Fund Fund America ------------ ------------ ------------ ------------ ------------ Assets Investments, at fair market value MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ -- Mutual funds -- 2,515,683 1,894,367 2,700,631 1,529,335 Money market securities 333,652 35,745 26,751 38,261 18,800 ------------ ------------ ------------ ------------ ------------ 333,652 2,551,428 1,921,118 2,738,892 1,548,135 Contributions receivable: Employer - MicroAge, Inc. common stock -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ -- -- -- -- -- Interfund transfers to be executed (1) (29) (3,357) (909) 6,003 2,013 ------------ ------------ ------------ ------------ ------------ Total assets 333,623 2,548,071 1,920,209 2,744,895 1,550,148 Liabilities Other (2) 4,336 25,910 28,737 43,155 11,522 ------------ ------------ ------------ ------------ ------------ Total liabilities 4,336 25,910 28,737 43,155 11,522 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 329,287 $ 2,522,161 $ 1,891,472 $ 2,701,740 $ 1,538,626 ============ ============ ============ ============ ============
Non-participant Directed ---------------------------- ------------ The Bond Company Company Fund of Stock Stock America Fund Fund TOTAL ------------ ------------ ------------ ------------ Assets Investments, at fair market value MicroAge, Inc. common stock $ -- $ 1,418,134 $ 1,870,307 $ 3,288,441 Mutual funds 564,352 -- -- 9,204,368 Money market securities 5,813 -- -- 459,022 ------------ ------------ ------------ ------------ 570,165 1,418,134 1,870,307 12,951,831 Contributions receivable: Employer - MicroAge, Inc. common stock -- -- 474,410 474,410 ------------ ------------ ------------ ------------ -- -- 474,410 474,410 Interfund transfers to be executed (1) 2,460 -- (6,181) -- ------------ ------------ ------------ ------------ Total assets 572,625 1,418,134 2,338,536 13,426,241 Liabilities Other (2) 3,570 -- 6,152 123,382 ------------ ------------ ------------ ------------ Total liabilities 3,570 -- 6,152 123,382 ------------ ------------ ------------ ------------ Net assets available for benefits $ 569,055 $ 1,418,134 $ 2,332,384 $ 13,302,859 ============ ============ ============ ============
(1) These interfund transfers represent participant transfer requests received prior to the end of the period that were executed subsequent to the end of the period. (2) This payable represents employee contributions refunds. The refunds are based on the results of the nondiscrimination tests performed by Watson & Wyatt, Co. and were remitted to Plan participants subsequent to the end of the period. 11
MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(K) PORTION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE III FOR THE YEAR ENDED NOVEMBER 2, 1997 (PAGE 1 OF 1) Participant Directed ---------------------------------------------------------------------------------- The Cash Capital Investment Management EuroPacific World Growth Company of Income The Bond Trust of Growth and Income America Fund of Fund of America Fund Fund Fund America America ----------- ----------- ----------- ----------- ----------- ----------- Additions to net assets attributed to: Investment income Interest $ 17,135 $ 806 $ 631 $ 896 $ 429 $ 203 Dividends -- 182,232 138,515 183,213 168,921 46,441 Net realized gain on sales of investment -- 34,639 32,142 64,694 13,750 1,016 Net change in unrealized appreciation of -- investments -- 124,177 250,549 615,122 172,875 10,012 ----------- ----------- ----------- ----------- ----------- ----------- 17,135 341,854 421,837 863,925 355,975 57,672 Contributions: Employees 146,585 980,801 770,791 1,142,850 629,216 199,589 Employer -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- 146,585 980,801 770,791 1,142,850 629,216 199,589 ----------- ----------- ----------- ----------- ----------- ----------- Net Additions 163,720 1,322,655 1,192,628 2,006,775 985,191 257,261 Deductions from net assets attributed to: Benefits paid to participants 50,461 555,028 436,660 624,602 254,471 161,613 ----------- ----------- ----------- ----------- ----------- ----------- Net increase prior to interfund transfers 113,259 767,627 755,968 1,382,173 730,720 95,648 Interfund transfers (79,398) 18,832 151,322 183,030 14,459 (86,227) ----------- ----------- ----------- ----------- ----------- ----------- Net increase 33,861 786,459 907,290 1,565,203 745,179 9,421 Net assets available for benefits: Beginning of period 329,287 2,522,161 1,891,472 2,701,740 1,538,626 569,055 ----------- ----------- ----------- ----------- ----------- ----------- End of period $ 363,148 $ 3,308,620 $ 2,798,762 $ 4,266,943 $ 2,283,805 $ 578,476 =========== =========== =========== =========== =========== ===========
Non-participant Directed --------------- ----------- Company Company Stock Stock Fund Fund TOTAL ----------- ----------- ----------- Additions to net assets attributed to: Investment income Interest $ 261 $ -- $ 20,361 Dividends -- -- 719,322 Net realized gain on sales of investment 22,758 33,736 202,735 Net change in unrealized appreciation of investments 304,312 285,508 1,762,555 ----------- ----------- ----------- 327,331 319,244 2,704,973 Contributions: Employees -- -- 3,869,832 Employer -- 684,147 684,147 ----------- ----------- ----------- -- 684,147 4,553,979 ----------- ----------- ----------- Net Additions 327,331 1,003,391 7,258,952 Deductions from net assets attributed to: Benefits paid to participants 194,200 336,596 2,613,631 ----------- ----------- ----------- Net increase prior to interfund transfers 133,131 666,795 4,645,321 Interfund transfers (91,109) (110,909) -- ----------- ----------- ----------- Net increase 42,022 555,886 4,645,321 Net assets available for benefits: Beginning of period 1,418,134 2,332,384 13,302,859 ----------- ----------- ----------- End of period $ 1,460,156 $ 2,888,270 $17,948,180 =========== =========== ===========
12 EXHIBIT INDEX
Exhibit No. Description Page No.* - ----------- ----------- --------- 4.1 Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for fiscal year ended October 30, 1994) 4.1.1 First Amendment dated May 10, 1995 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for quarter ended April 30, 1995) 4.1.2 Second Amendment dated March 14, 1996 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-Q for quarter ended July 28, 1996) 4.1.3 Third Amendment dated November 4, 1996 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.22.3 to the Annual Report on Form 10-K for fiscal year ended November 3, 1996) 4.1.4 Fourth Amendment dated December 4, 1996 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.22.4 to the Annual Report on Form 10-K for fiscal year ended November 3, 1996)
*Included only in manually signed original E - 1 EXHIBIT INDEX
Exhibit No. Description Page No.* - ----------- ----------- --------- 4.1.5 Fifth Amendment dated January 1, 1997 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for quarter ended February 2, 1997) 23 Consent of Independent Accountants
*Included only in manually signed original E - 2 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-26351) of MicroAge, Inc. of our report dated April 27, 1998 appearing in this Form 11-K. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Phoenix, Arizona April 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----