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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A
AMENDMENT NO. 1
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(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-14625
TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
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Florida No. 59-1578329
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
5350 Tech Data Drive, Clearwater, FL 33760
(Address of principal executive offices) (Zip Code)
---------------------------------------------
Registrant's telephone number including area code: (813) 539-7429
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $.0015 per share.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 31, 1998: $1,698,978,000
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 31, 1998
Common stock, par value $.0015 per share 48,267,064
DOCUMENTS INCORPORATED BY REFERENCE
None
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NOTE: The purpose of this amendment is to file exhibits previously indicated as
"to be filed by amendment" within the Tech Data Corporation Form 10-K for the
period ended January 31, 1998.
PART IV
ITEM 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) Listed below are the financial statements and the schedule filed
as part of this report:
Financial Statements
Report of Independent Certified Public Accountants........................(+)
Consolidated Balance Sheet at January 31, 1998 and 1997...................(+)
Consolidated Statement of Income for the three years ended January 31,
1998....................................................................(+)
Consolidated Statement of Changes in Shareholders' Equity for the
three years ended January 31, 1998......................................(+)
Consolidated Statement of Cash Flows for the three years ended January
31, 1998................................................................(+)
Notes to Consolidated Financial Statements................................(+)
Financial Statement Schedule
Report of Independent Certified Public Accountants on Financial Statement
Schedule................................................................(+)
Consent of Independent Certified Public Accountants.......................(+)
Schedule II. -- Valuation and qualifying accounts.........................(+)
(+) Filed previously within the Tech Data Corporation Form 10-K for
the period ended January 31, 1998.
All schedules and exhibits not included are not applicable, not
required or would contain information which is shown in the financial statements
or notes thereto.
(b) The Company was not required to file a report on Form 8-K during
the fiscal year ended January 31, 1998.
(c) The exhibit numbers on the following list correspond to the numbers
in the exhibit table required pursuant to Item 601 of Regulation S-K.
3-A(1) -- Articles of Incorporation of the Company as amended to
April 23, 1986.
3-B(2) -- Articles of Amendment to Articles of Incorporation of
the Company filed on August 27, 1987.
3-C(13) -- By-Laws of the Company as amended to November 28, 1995.
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3-F(9) -- Articles of Amendment to Articles of Incorporation of
the Company filed on July 15, 1993.
4-E(15) -- Articles of Amendment to Articles of Incorporation
of the Company filed on June 25, 1997.
10-F(4) -- Incentive Stock Option Plan, as amended, and form of
option agreement.
10-G(10) -- Employee Stock Ownership Plan as amended December 16,
1994.
10-V(5) -- Employment Agreement between the Company and Edward C.
Raymund dated as of January 31, 1991.
10-W(5) -- Irrevocable Proxy and Escrow Agreement dated April 5,
1991.
10-X(6) -- First Amendment to the Employment Agreement between
the Company and Edward C. Raymund dated November 13, 1992.
10-Y(6) -- First Amendment in the nature of a Complete
Substitution to the Irrevocable Proxy and Escrow Agreement dated November 13,
1992.
10-Z(7) -- 1990 Incentive and Non-Statutory Stock Option Plan
as amended.
10-AA(7) -- Non-Statutory Stock Option Grant Form.
10-BB(7) -- Incentive Stock Option Grant Form.
10-CC(8) -- Employment Agreement between the Company and Steven A.
Raymund dated February 1, 1992.
10-EE(10) -- Retirement Savings Plan as amended January 26, 1994.
10-FF(9) -- Revolving Credit and Reimbursement Agreement dated
December 22, 1993.
10-GG(9) -- Transfer and Administration Agreement dated December
22, 1993.
10-HH(10) -- Amendments (Nos.1-4) to the Transfer and Administration
Agreement.
10-II(10) -- Amended and Restated Revolving Credit and
Reimbursement Agreement dated July 28, 1994, as amended.
10-JJ(10) -- Revolving Foreign Currency Agreement dated August 4,
1994, as amended.
10-KK(13) -- Amendments (Nos.5,6) to the Transfer and Administration
Agreement
10-LL(13) -- Amendments (Nos. 3-5) to the Amended and Restated
Revolving Credit and Reimbursement Agreement dated July 28, 1994, as amended.
10-MM(13) -- Amendments (Nos. 3-5) to the Revolving Foreign Currency
Agreement dated August 4, 1994, as amended.
10-NN(12) -- Non-Employee Directors' 1995 Non-Statutory Stock Option
Plan.
10-OO(12) -- 1995 Employee Stock Purchase Plan.
10-PP(12) -- Employment Agreement between the Company and A. Timothy
Godwin dated as of December 5, 1995.
10-QQ(14) -- Amended and Restated Transfer and Administration
Agreement dated January 21, 1997.
10-RR(14) -- Amendment Number 1 to the Amended and Restated
Transfer and Administration Agreement dated March 3, 1997.
10-SS(14) -- Revolving Credit and Reimbursement Agreement dated
May 23, 1996.
10-TT(15) -- Amendment Number 2 to the Amended and Restated
Transfer and Administration Agreement dated July 29, 1997.
10-UU(15) -- Revolving Credit and Reimbursement Agreement dated
August 28, 1997.
10-VV(3) -- Amendment Number 3 to the Amended and Restated
Transfer and Administration Agreement dated December 18, 1997.
21(3) -- Subsidiaries of Registrant.
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27(16) -- Financial Data Schedule (included in the electronic
version only.)
99-A(16) -- Cautionary Statement For Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995.
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(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-4135.
(2) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-21997.
(3) Filed herewith.
(4) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-21879.
(5) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended July 31, 1991, File No. 0-14625.
(6) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended October 31, 1992, File No. 0-14625.
(7) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-41074.
(8) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1993, File No. 0-14625.
(9) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1994, File No. 0-14625.
(10) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1995, File No. 0-14625.
(11) Incorporated by reference to the Exhibits included in the Company's Form
8-K filed on March 26, 1996, File No. 0-14625.
(12) Incorporated by reference to the Exhibits included in the Company's
Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No.
0-14625.
(13) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1996, File No. 0-14625.
(14) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1997, File No. 0-14625.
(15) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-3, File No. 333-36999.
(16) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended January 31, 1998, File No. 0-14625.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 29th day of
May 1998.
TECH DATA CORPORATION
By /s/ STEVEN A. RAYMUND
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Steven A. Raymund
Chairman of the Board of Directors;
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature to this Report on Form 10-K405/A appears below
hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them,
as his attorney-in-fact to sign on his behalf individually and in the capacity
stated below and to file any and all amendments and post-effective amendments to
this Report on Form 10-K405/A, and any and all instruments or documents filed as
a part of or in connection with this Report on Form 10-K/A or such amendments
thereto, and the attorney-in-fact, or either of them, may make such changes and
additions to this Report on Form 10-K405/A as the attorney-in-fact, or either of
them, may deem necessary or appropriate.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ STEVEN A. RAYMUND Chairman of the Board of Directors; May 29, 1998
- ---------------------------- Chief Executive Officer
Steven A. Raymund
/s/ JEFFERY P. HOWELLS Executive Vice President; May 29, 1998
- ---------------------------- Chief Financial Officer;
Jeffery P. Howells (principal financial officer)
/s/ JOSEPH B. TREPANI Senior Vice President and Corporate May 29, 1998
- ---------------------------- Controller;(principal accounting
Joseph B. Trepani officer)
/s/ ARTHUR W. SINGLETON Vice President, Treasurer and May 29, 1998
- ---------------------------- Secretary
Arthur W. Singleton
/s/ CHARLES E. ADAIR Director May 29, 1998
- ----------------------------
Charles E. Adair
/s/ DANIEL M. DOYLE Director May 29, 1998
- ----------------------------
Daniel M. Doyle
/s/ DONALD F. DUNN Director May 29, 1998
- ----------------------------
Donald F. Dunn
/s/ EDWARD C. RAYMUND Director; Chairman Emeritus May 29, 1998
- ----------------------------
Edward C. Raymund
/s/ DAVID M. UPTON Director May 29, 1998
- ----------------------------
David M. Upton
/s/ JOHN Y. WILLIAMS Director May 29, 1998
- ----------------------------
John Y. Williams
</TABLE>
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AMENDMENT NUMBER 3 TO
AMENDED AND RESTATED TRANSFER AND ADMINISTRATION
AGREEMENT
AMENDMENT NUMBER 3 TO AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "Amendment"), dated as of December 18, 1997,
among TECH DATA FINANCE, INC., a California corporation, as transferor (the
"Transferor"), TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as
collection agent and as guarantor (in such capacities respectively, the
"Collection Agent" and the "Guarantor"), ENTERPRISE FUNDING CORPORATION, a
Delaware corporation (the "Company"), and NATIONSBANK, N.A., a national banking
association ("NationsBank"), as agent for the Company and the Bank Investors (in
such capacity, the "Agent") and as a Bank Investor, amending that certain
Amended and Restated Transfer and Administration Agreement dated as of January
21, 1997 among the Transferor, the Collection Agent, the Guarantor, the Company,
the Agent and the Bank Investor, as amended by Amendment Number 2 thereto, dated
as of July 29, 1997 (the "Original Agreement" and said agreement as amended by
this Amendment, the "Agreement").
WHEREAS, the Transferor has requested certain amendments to
the Original Agreement;
WHEREAS, on the terms and conditions set forth herein, the
parties hereto consent to such amendments; and
WHEREAS, capitalized terms used herein shall have the meanings
assigned to such terms in the Original Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. Amendment to Definitions. (a) The definition of
"Facility Limit" is hereby amended by deleting the amount "408,000,000" in the
text thereof and replacing it with the amount "331,500,000".
(b) The definition of "Maximum Net Investment" is hereby
amended by deleting the amount "400,000,000" in the text thereof and replacing
it with the amount "325,000,000".
(c) The definition of "Loss Reserve" is hereby amended by
deleting the amount "33,000,000" in the text of the final paragraph thereof and
replacing it with the amount "27,100,000".
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(d) The definition of "Commitment Termination Date" is hereby
amended by deleting the date "December 31, 1997" in the text thereof and
replacing it with the date "December 30, 1998"
SECTION 2. Conditions to Effectiveness. This amendment shall
become effective when the Company has executed this Amendment and has received
counterparts of this Amendment executed by the Transferor, the Agent and the
Bank Investors.
SECTION 3. Representations and Warranties. The Transferor
hereby makes to the Company, on and as of the date hereof, all of the
representations and warranties set forth in Section 3.1 of the Original
Agreement. In addition, the Collection Agent and the Guarantor hereby make to
the Company, on the date hereof, all the representations and warranties set
forth in Section 3.3 of the Original Agreement.
SECTION 4. Amendment and Waiver. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without the
written consent of the Transferor, the Company, the Agent and the Majority
Investors.
SECTION 5. Successors and Assigns. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; provided, however, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Company.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 7. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
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SECTION 8. Captions. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
SECTION 9. Ratification. Except as expressly affected by the
provisions hereof, the Original Agreement as amended by this Amendment shall
remain in full force and effect in accordance with its terms and ratified and
confirmed by the parties hereto. On and after the date hereof, each reference in
the Original Agreement to "this Agreement", "hereunder", "herein" or words of
like import shall mean and be a reference to the Original Agreement as amended
by this Amendment.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /S/ STEPHEN NEWMAN
Name:
Title:
TECH DATA FINANCE, INC.,
as Transferor
By: /S/ ARTHUR W. SINGLETON
Name: Arthur W. Singleton
Title: Vice President
TECH DATA CORPORATION,
as Collection Agent and Guarantor
By: /S/ ARTHUR W. SINGLETON
Name: Arthur W. Singleton
Title: Vice President
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The undersigned hereby consent to the foregoing Amendment:
NATIONSBANK, N.A.
as Agent and Bank Investor
By: /S/ MICHELLE HEATH
Name: Michelle Heath
Title: Senior Vice President
CREDIT LYONNAIS
as Bank Investor
By: /S/KOSTANTINA KOURMPETIS
Name: Kostantina Kourmpetis
Title: Vice President
THE DAI-ICHI KANGYO, BANK, LTD
as Bank Investor
By: /S/TATSUJI NOGUCHI
Name: Tatsuji Noguchi
Title: Joint General Manager
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
as Bank Investor
By: /S/TOSHIAKI YAKURA
Name: Toshiaki Yakura
Title: Senior Vice President
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THE BANK OF NOVA SCOTIA, ATLANTA
AGENCY
as Bank Investor
By: /S/ W.J. BROWN
Name: W.J. Brown
Title: Vice President
PNC BANK, KENTUCKY, INC.
as Bank Investor
By: /S/RALPH M. BOWMAN
Name: Ralph M. Bowman
Title: Vice President
ROYAL BANK OF CANADA
as Bank Investor
By: /S/ THOMAS L. DRAN
Name: Thomas L. Dran
Title:
SUMITOMO BANK, LTD
as Bank Investor
By: /S/ M. PHILLIP FREEMAN
Name: M. Phillip Freeman
Title: Vice President
By: /S/ ALLEN L. HARVELL, JR.
Name: Allen L. Harvell, Jr.
Title: Vice President & Mgr
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EXHIBIT 21
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TECH DATA CORPORATION
SUBSIDIARIES OF THE REGISTRANT
State or other
Name of Percentage Jurisdiction of
Subsidiary Owned Incorporation
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Tech Data Brasil, Ltda. 100% Brazil
Tech Data Canada Inc. 100% Ontario, Canada
Tech Data Education, Inc. 100% Florida
Tech Data Finance, Inc. 100% California
Tech Data France, SNC 100% France
Tech Data Latin America, Inc. 100% Florida
Tech Data Pacific, Inc. 100% Florida
Tech Data Product Management, Inc. 100% California
Macrotron AG 90% Germany
