-----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, J5K1SqAtMHXawpRPGC8qzSDfwzL0Vj1ptJxm2mgJ0PIb//9KYT9DYJ5EAYwlpAs8 acvE27a7O/dGbuDDPAQyjA== 0000950147-99-000405.txt : 19990503 0000950147-99-000405.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950147-99-000405 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981101 FILED AS OF DATE: 19990430 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: 99607358 BUSINESS ADDRESS: STREET 1: 2400 S MICROAGE WY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6023662000 MAIL ADDRESS: STREET 1: 2400 SOUTH MICROAGE WAY MS8 CITY: TEMPE STATE: AZ ZIP: 85282 11-K 1 FORM 11-K OF MICROAGE, INC. 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 1, 1998 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 are 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 Statement of Net Assets Available for Benefits at November 1, 1998 and November 2, 1997. 2. Audited Statement of Changes in Net Assets Available for Benefits for the Plan Year ended November 1, 1998. See the Index to Financial Statements. See also the Exhibits. MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES NOVEMBER 1, 1998 AND NOVEMBER 2, 1997 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 I. Schedule of Investments at November 1, 1998 9 II. Statement of Net Assets Available for Benefits with Fund Information at November 1, 1998 10 Statement of Net Assets Available for Benefits with Fund Information at November 2, 1997 11 III. Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended November 1, 1998 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 statement 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 1, 1998 and November 2, 1997, and the changes in net assets available for benefits for the period from November 3, 1997 to November 1, 1998, 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. Phoenix, Arizona April 26, 1999 1 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS November 1, November 2, 1998 1997 ----------- ----------- Assets: Investments, at fair value (Cost: November 1, 1998 - $21,043,038 November 2, 1997 - $12,612,906) MicroAge, Inc. common stock $ 2,902,484 $ 3,764,508 Mutual funds 19,970,398 12,929,813 Money market securities 947,376 362,302 Participant notes receivable 163,388 -- ----------- ----------- 23,983,646 17,056,623 ----------- ----------- Contributions receivable Employee 25,242 207,410 Employer - MicroAge, Inc. common stock 1,043,620 684,147 ----------- ----------- 1,068,862 891,557 ----------- ----------- Net assets available for benefits $25,052,508 $17,948,180 =========== =========== 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 1, 1998 ------------ Additions to net assets attributed to: Investment income Interest $ 28,904 Dividends 1,490,980 Net realized loss on investments (328,698) Net change in unrealized appreciation/ depreciation of investments (628,251) ------------ 562,935 ------------ Contributions Employee 9,012,909 Employer 1,043,620 ------------ 10,056,529 ------------ Net additions 10,619,464 ------------ Deductions from net assets attributed to: Benefits paid to participants 3,506,208 Loan principal repayments 8,928 ------------ Net deductions 3,515,136 ------------ Net increase 7,104,328 Net assets available for benefits: Beginning of the year 17,948,180 ------------ End of the year $ 25,052,508 ============ 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 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. As of November 3, 1998, the ESOT feature was terminated. All the ESOT shares will remain in the Plan, with all participants becoming fully vested. 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 and are US citizens. 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. 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. The Company has historically matched 25% of a participant's contribution up to the first six percent of the participant's salary contributed to the Plan. 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. 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 4 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. Plan assets are held in a single Trust Fund (the Trust Fund) managed by the Trustee. Each participant elects from several investment options how their contributions will be invested. The investment options and the number of participants under each option at November 1, 1998 were as follows: Number of Participants ---------------------- Company Stock Fund - this fund consists of one hundred percent (100%) of MicroAge, Inc. common stock. 1,246 EuroPacific Growth Fund - this fund consists of investments in common stocks of companies headquartered outside of the United States. 1,678 Capital World Growth and Income Fund - this fund consists of investments in common stocks of the largest and oldest companies from around the world. 1,828 The Investment Company of America Fund - this fund consists of investments in common stock of domestic corporations. 2,320 The Income Fund of America - this fund consists of common stocks, bonds and money market securities. 1,549 The Bond Fund of America - this fund consists of bonds and other marketable debt securities. 660 The Cash Management Trust of America - this fund consists of money market securities. 394 The Participant Notes Fund 31 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 1, 1998, the Company contributed $1,043,620 in MicroAge, Inc. common stock and made no cash contributions. Loan transactions are treated as a transfer from (to) the investment fund to (from) the Participant Notes Fund. Loan terms range from 1-5 years or up to 15 years for the acquisition or construction of a primary residence. Participant loans are secured by the vested balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Advisory Committee. The interest rate for current loans outstanding is 10.5 percent. Principal and interest are paid ratably through semi-monthly payroll deductions. 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 the amendment. Company matching contributions may be discontinued and participation by the Company in the Plan may be terminated at any time. Although it has not expressed any intent to do so, the Company has the 5 right under the Plan to terminate the Plan subject to the provisions of ERISA. 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 1, 1998. Realized gains or losses on security transactions are recorded as the difference between proceeds received and the revalued cost. Revalued cost represents the 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. PARTICIPANT NOTES RECEIVABLE A participant's investment funds are reduced and the Participant Notes Fund increased by the loan amount granted. Principal repayments reduce the Participant Notes Fund and are reinvested in accordance with the participant's instructions. Interest collected from participant loans is also reinvested in the participant's investment fund and is presented as part of interest and dividends. CONTRIBUTIONS The Company's contributions to participants are recognized on the accrual basis in the Plan year to which they relate. 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 were not accrued in the Plan's financial statements. The amount at November 1, 1998, and November 2, 1997 was $58,266 and $58,278, respectively. ADMINISTRATIVE AND TRUSTEE EXPENSES Expenses incurred to administer the Plan are paid directly by the Company. USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of additions to and deductions from net assets during the reporting period. Actual results could differ from these estimates. 6 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 May 28, 1997, 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 five percent or more of the Plan's net assets: Description of investment November 1, 1998 November 2, 1997 - ------------------------- ---------------- ---------------- Company Stock Fund MicroAge, Inc. common stock $2,902,484 $3,764,508 EuroPacific Growth Fund Foreign common stocks 4,356,420 3,253,024 Capital World Growth and Income Fund Global common stocks 4,200,076 2,700,135 The Investment Company of America Fund Common stocks 7,336,369 4,120,677 The Income Fund of America Common stocks, bonds and money market securities 3,319,807 2,247,898 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. The following is a summary of transactions in the Company's common stock: Year ended Year ended November 1, November 2, Description 1998 1997 - ----------- ----------- ----------- Cost of shares purchased $179,618 $2,174 Number of shares purchased 12,893 126 Average per share cost purchased $ 13.93 $17.25 7 NOTE 6 - NET REALIZED LOSSES ON INVESTMENTS The net realized losses for the year ended November 1, 1998 are as follows: Net Revalued Realized Proceeds Cost Losses ---------- ---------- --------- MicroAge, Inc. common stock $ 657,931 $ 977,235 $(319,304) Mutual funds 2,663,086 2,672,480 (9,394) ---------- ---------- --------- $3,321,017 $3,649,715 $(328,698) ========== ========== ========= NOTE 7 - CHANGE IN UNREALIZED APPRECIATION Unrealized Appreciation/Depreciation ----------------------------------------- November 1, November 2, 1998 1997 Change ---------- ---------- --------- MicroAge, Inc. common stock $1,641,283 $2,379,799 $(738,516) Mutual funds 2,547,842 2,437,577 110,265 ---------- ---------- --------- $4,189,125 $4,817,376 $(628,251) ========== ========== ========= The closing price for MicroAge, Inc. common stock was $14.25 and $22.00 per share on November 1, 1998 and November 2, 1997, respectively. On April 26, 1999, the closing price for the common stock was $5.88 per share. 8 SCHEDULE I MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION SCHEDULE OF INVESTMENTS AT NOVEMBER 1, 1998 Number of shares/units Description of Investment Cost Market - ------------ ------------------------- ----------- ----------- COMPANY STOCK FUND 203,683 MicroAge, Inc. common stock $ 2,010,212 $ 2,902,484 34 Money market securities 34 34 EUROPACIFIC GROWTH FUND 160,102 Foreign common stocks 4,036,189 4,356,420 67,497 Money market securities 67,497 67,497 CAPITAL WORLD GROWTH AND INCOME FUND 161,788 Global common stocks 3,756,871 4,200,076 92,790 Money market securities 92,790 92,790 THE INVESTMENT COMPANY OF AMERICA FUND 238,346 Common stocks 6,236,406 7,336,369 149,541 Money market securities 149,541 149,541 THE INCOME FUND OF AMERICA 186,294 Common stocks and bonds 3,126,946 3,319,807 68,105 Money market securities 68,105 68,105 THE BOND FUND OF AMERICA 56,420 Marketable debt securities 765,650 757,726 13,662 Money market securities 13,662 13,662 THE CASH MANAGEMENT TRUST OF AMERICA 555,747 Money market securities 555,747 555,747 THE PARTICIPANT NOTES FUND 163,388 Participant notes receivable 163,388 163,388 ----------- ----------- Total investments at November 1, 1998 $21,043,038 $23,983,646 =========== =========== 9 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SCHEDULE II WITH FUND INFORMATION (PAGE 1 OF 2) AT NOVEMBER 1, 1998
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 value MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ -- Mutual funds -- 4,356,420 4,200,076 7,336,369 3,319,807 Money market securities 555,747 67,497 92,790 149,541 68,105 Participant notes receivable -- -- -- -- -- ----------- ----------- ---------- ---------- ---------- 555,747 4,423,917 4,292,866 7,485,910 3,387,912 ----------- ----------- ---------- ---------- ---------- Contributions receivable Employee 19,341 69 1,741 3,402 689 Employer -- -- -- -- -- ----------- ----------- ---------- ---------- ---------- 19,341 69 1,741 3,402 689 ----------- ----------- ---------- ---------- ---------- Interfund transfers to be executed (1) (29,097) (98,759) (66,106) 68,778 25,830 ----------- ----------- ---------- ---------- ---------- Net assets availible for benefits $ 545,991 $ 4,325,227 $4,228,501 $7,558,090 $3,414,431 =========== =========== ========== ========== ========== Non-participant Participant Directed Directed ------------------------------- ----------- The Bond Participant Company Company Fund of Notes Stock Stock America Fund Fund Fund TOTAL -------- -------- ---------- ----------- ----------- Assets: Investments at fair value MicroAge, Inc. common stock $ -- $ -- $ 939,210 $ 1,963,274 $ 2,902,484 Mutual funds 757,726 -- -- -- 19,970,398 Money market securities 13,662 -- -- 34 947,376 Participant notes receivable -- 163,388 -- -- 163,388 -------- -------- ---------- ----------- ----------- 771,388 163,388 939,210 1,963,308 23,983,646 -------- -------- ---------- ----------- ----------- Contributions receivable Employee -- -- -- -- 25,242 Employer -- -- -- 1,043,620 1,043,620 -------- -------- ---------- ----------- ----------- -- -- -- 1,043,620 1,068,862 -------- -------- ---------- ----------- ----------- Interfund transfers to be executed (1) 75,868 21,005 2,481 -- -- -------- -------- ---------- ----------- ----------- Net assets availible for benefits $847,256 $184,393 $ 941,691 $ 3,006,928 $25,052,508 ======== ======== ========== =========== ===========
(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 SCHEDULE II WITH FUND INFORMATION AT NOVEMBER 2, 1997 (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 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 Employee 5,543 47,532 46,319 66,142 33,884 Employer -- -- -- -- -- ----------- ---------- ---------- ---------- ---------- 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 Participant Directed Directed ------------------------- ----------- The Bond Company Company Fund of Stock Stock America Fund Fund TOTAL ----------- ---------- ----------- ----------- Assets: Investments at fair 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 Employee 7,990 -- -- 207,410 Employer -- -- 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 11 MICROAGE, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN 401(k) PORTION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS SCHEDULE III WITH FUND INFORMATION FOR THE YEAR ENDED NOVEMBER 1, 1998 (PAGE 1 OF 1)
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 ----------- ----------- ---------- ---------- ---------- Additions to net assets attributed to: Investment income Interest $ 23,216 $ 843 $ 983 $ 1,612 $ 752 Dividends 56 279,393 296,195 553,065 311,342 Net realized gain (loss) on sales of investment -- 2,551 (1,118) 4,976 (13,886) Net change in unrealized appreciation/ depreciation of investments -- (9,285) 27,121 224,660 (102,026) ----------- ----------- ----------- ---------- ----------- 23,272 273,502 323,181 784,313 196,182 ----------- ----------- ----------- ---------- ----------- Contributions Employee 493,660 1,592,127 1,848,452 3,275,957 1,475,270 Employer -- -- -- -- -- ----------- ----------- ----------- ---------- ----------- 493,660 1,592,127 1,848,452 3,275,957 1,475,270 ----------- ----------- ----------- ---------- ----------- Net Additions (Deductions) 516,932 1,865,629 2,171,633 4,060,270 1,671,452 ----------- ----------- ----------- ---------- ----------- Deductions from net assets attributed to: Benefits paid to participants 324,958 542,531 666,870 930,749 522,456 Loan principal repayments -- -- -- -- -- ----------- ----------- ----------- ---------- ----------- 324,958 542,531 666,870 930,749 522,456 ----------- ----------- ----------- ---------- ----------- Net increase (decrease) prior to interfund transfers 191,974 1,323,098 1,504,763 3,129,521 1,148,996 Interfund transfers (9,131) (306,491) (75,024) 161,626 (18,370) ----------- ----------- ----------- ---------- ----------- Net increase (decrease) 182,843 1,016,607 1,429,739 3,291,147 1,130,626 Net assets available for benefits Beginning of period 363,148 3,308,620 2,798,762 4,266,943 2,283,805 ----------- ----------- ----------- ---------- ----------- End of period $ 545,991 $ 4,325,227 $ 4,228,501 $7,558,090 $ 3,414,431 =========== =========== =========== ========== =========== Non-participant Participant Directed Directed ------------------------------------ --------------- The Bond Participant Company Company Fund of Notes Stock Stock America Fund Fund Fund TOTAL --------- ----------- ----------- ------------ ------------ Additions to net assets attributed to: Investment income Interest $ 225 $ -- $ -- $ 1,273 $ 28,904 Dividends 50,929 -- -- -- 1,490,980 Net realized gain (loss) on sales of investment (1,918) -- (89,405) (229,898) (328,698) Net change in unrealized appreciation/ depreciation of investments (30,205) -- (321,231) (417,285) (628,251) --------- ----------- ----------- ------------ ------------ 19,031 -- (410,636) (645,910) 562,935 --------- ----------- ----------- ------------ ------------ Contributions Employee 327,443 -- -- -- 9,012,909 Employer -- -- -- 1,043,620 1,043,620 --------- ----------- ----------- ------------ ------------ 327,443 -- -- 1,043,620 10,056,529 --------- ----------- ----------- ------------ ------------ Net Additions (Deductions) 346,474 -- (410,636) 397,710 10,619,464 --------- ----------- ----------- ------------ ------------ Deductions from net assets attributed to: Benefits paid to participants 160,353 -- 79,239 279,052 3,506,208 Loan principal repayments -- 8,928 -- -- 8,928 --------- ----------- ----------- ------------ ------------ 160,353 8,928 79,239 279,052 3,515,136 --------- ----------- ----------- ------------ ------------ Net increase (decrease) prior to interfund transfers 186,121 (8,928) (489,875) 118,658 7,104,328 Interfund transfers 82,659 193,321 (28,590) -- -- --------- ----------- ----------- ------------ ------------ Net increase (decrease) 268,780 184,393 (518,465) 118,658 7,104,328 Net assets available for benefits Beginning of period 578,476 -- 1,460,156 2,888,270 17,948,180 --------- ----------- ----------- ------------ ------------ End of period $ 847,256 $ 184,393 $ 941,691 $ 3,006,928 $ 25,052,508 ========= =========== =========== ============ ============
12 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 30, 1999 13 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 the 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 the 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) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO.* - ----------- ----------- --------- 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) 4.1.5 Fifth Amendment dated January 31, 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 the quarter ended February 2, 1997) 4.1.6 Sixth Amendment dated August 1, 1997 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended August 3, 1997) 4.1.7 Seventh Amendment dated April 2, 1998 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended May 3, 1998) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO.* - ----------- ----------- --------- 4.1.8 Eighth Amendment dated April 2, 1998 to the Amended and Restated MicroAge, Inc. Retirement Savings and Employees Stock Ownership Plan and Trust Agreement (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended May 3, 1998) 23 Consent of Independent Accountants * Included only in manually signed original. EX-23 2 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-73273) of MicroAge, Inc. of our report dated April 26, 1999 appearing in this Form 11-K. PricewaterhouseCoopers LLP Phoenix, Arizona April 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----