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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
---------------------------
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _______________
Commission file number 0-14625
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
(Full title of the plan and the address of the plan if different
from that of the issuer named below)
TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, Florida 33760
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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<PAGE>
Tech Data Corporation
Retirement Savings Plan
Financial Statements and Supplemental Schedules
December 31, 1999 and 1998
Table of Contents
Independent Auditor's Report............................................... 1
Financial Statements
Statement of Net Assets Available for Benefits........................ 2
Statement of Changes in Net Assets Available for Benefits............. 3
Notes to Financial Statements......................................... 4-7
Supplemental Schedules..................................................... 8-10
Signature.................................................................. 11
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Plan Administrator
Tech Data Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for
benefits of Tech Data Corporation Retirement Savings Plan as of December 31,
1999 and 1998, and the related statements of changes in net assets available for
benefits for the years then ended. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999 and 1998, and the changes in net assets available
for benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974 and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in the audit 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/ SPENCE, MARSTON, BUNCH, MORRIS & CO.
----------------------------------------
Spence, Marston, Bunch, Morris & Co.
Certified Public Accountants
June 22, 2000
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS
AVAILABLE FOR BENEFITS
December 31,
---------------------------------
1999 1998
-------------- --------------
ASSETS
Investments, at fair value:
Guaranteed interest contract account $ -- $2,967,228
Money market fund 3,174,846 --
Mutual funds 36,131,194 23,554,370
Tech Data Corporation common stock 596,583 --
Participant loans 1,353,811 1,127,128
-------------- --------------
Total investments 41,256,434 27,648,726
-------------- --------------
Receivables:
Employee contributions -- 54
-------------- --------------
Total receivables -- 54
-------------- --------------
Net assets available for benefits $41,256,434 $27,648,780
============== ==============
See accompanying notes to financial statements
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the years ended
December 31,
-----------------------------
1999 1998
-------------- --------------
Additions to net assets attributable to:
Investment income:
Net appreciation in fair value of investments $7,848,044 $1,606,888
Interest and dividends 941,435 2,357,672
-------------- --------------
8,789,479 3,964,560
-------------- --------------
Contributions:
Employer 874,556 780,959
Employees 6,414,245 5,980,059
-------------- --------------
7,288,801 6,761,018
-------------- --------------
Total additions 16,078,280 10,725,578
Deductions from net assets attributable to:
Participant fees 11,480 16,560
Distributions to participants 2,459,146 1,492,224
-------------- --------------
Total deductions 2,470,626 1,508,784
-------------- --------------
Net increase 13,607,654 9,216,794
Net assets available for benefits:
Balance, beginning of year 27,648,780 18,431,986
-------------- --------------
Balance, end of year $41,256,434 $27,648,780
============== ==============
See accompanying notes to financial statements
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF PLAN
The following description of the Tech Data Corporation Retirement
Savings Plan (the "Retirement Savings Plan" or the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General - The Plan, adopted in May 1987, amended and restated in
January 1994, is a defined contribution plan covering all employees of Tech Data
Corporation and affiliated companies ("the Company") who have completed 1,000
hours of service during a twelve month consecutive period and are age eighteen
or older. The Plan was amended effective August 1, 1996 to redefine the maximum
elective deferral percentage allowable to 15% and 6% for non-highly compensated
and highly compensated participants, respectively. Effective January 1, 1997,
the Plan was amended for compliance with numerous regulatory changes. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
The trustees of the Plan contracted with Aetna Life Insurance Company
("Aetna") to administer the Plan's assets and perform recordkeeping until June
30, 1999. Effective July 1, 1999, the trustees executed a trust agreement and
contract for administration of Plan assets and recordkeeping with Scudder Trust
Company ("Scudder"). Aetna provided participants a selection of mutual fund
accounts and a Stable Value Option Fund (guaranteed interest contract account)
as investment vehicles for contributions. Effective with the change in trustees,
participants' investment vehicle options are twelve mutual funds, a money market
fund and common stock of Tech Data Corporation. Participants have the ability to
direct the investment of their account balances among various combinations of
these options. Each mutual fund account has unique and varied investment
objectives, including, but not limited to corporate stock and debt instruments
and money market instruments.
Contributions - Participants contribute to the Plan based on the amount
they have specified in a salary deferral agreement. The Plan allows non-highly
compensated participants to contribute from 1% to 15% of their annual
compensation. The deferral percentage for highly compensated participants is
limited to 6% effective August 1, 1996. Contributions made by the Company are at
the discretion of its Board of Directors and may consist of direct employer
contributions and matching contributions. For the years ended December 31, 1999
and 1998, the Company matched salary deferrals up to 5%, with a maximum matching
contribution of $500 per participant.
Expenses of the plan - All direct expenses incurred in the
administration of the Plan are paid by the Company. Fees paid directly by
participants are shown as a deduction from net assets in the Statement of
Changes in Net Assets Available for Benefits.
Participant accounts - Earnings are allocated in proportion to the
account values of the participant's account which is invested in the investment
facilities from which the earnings arise.
Loans - The Plan allows participants to borrow from the Plan for any
purpose. Participants may borrow up to 50% of their vested account balance
provided the loan does not exceed $50,000. Loans must be for a minimum of $1,000
and are collateralized by the participant's account.
Vesting - Participants are immediately vested in their voluntary
contributions, direct employer contributions and matching contributions, plus
actual earnings thereon.
Payment of benefits - Participants are eligible to receive benefits (1)
upon reaching retirement age, (2) upon the disability of the participant, or (3)
upon termination of service. Distributions are normally paid in a lump-sum
amount. The amount of assets that have been allocated to participants who have
withdrawn from the Plan as of December 31, 1999 and 1998, but for whom
distribution of those funds from the Plan had not yet been made were
approximately $2,200,000 and $2,052,581, respectively.
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting - The accounts of the Plan are maintained on the
accrual basis.
Valuation of investments - Investments in the Stable Value Option Fund
(guaranteed interest contract account) are valued at book value which
approximates fair value. Investments in mutual funds, the money market fund, and
Tech Data Corporation common stock are valued at the last reported sales price
on the last business day of the plan year. Net appreciation in the fair value of
investments for the year is reflected in the Statement of Changes in Net Assets
Available for Benefits.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from these estimates.
Reclassification - For comparative purposes, certain amounts in the
December 31, 1998 financial statements have been reclassified to conform with
the December 31, 1999 presentation.
(3) PARTICIPANT DIRECTED INVESTMENTS
The Plan's participant directed investment funds are summarized as
follows (there were no non-participant directed funds at December 31, 1999 and
1998):
December 31, 1999
------------------------------------
Number of Fair
Shares Value
------------- --------------
Investments at fair value as determined
by quoted market price:
Money market fund:
Scudder Cash Investment Trust 3,174,846 $3,174,846
Mutual funds:
Kemper High Yield Fund 3,355 24,091
Strong Government Securities 5,364 54,073
Scudder Balanced Fund 113,601 2,402,668
Scudder Pathway Series: Conservative 496 6,044
Scudder Pathway Series: Balanced 1,662 23,314
Scudder Pathway Series: Growth 3,308 58,154
Scudder Growth and Income Fund 183,983 4,910,497
Scudder Large Company Growth Fund 412,217 17,424,428
Scudder International Fund 51,541 3,646,042
INVESCO Dynamics 151,436 3,916,136
Managers Special Equity Fund 30,005 2,743,048
Vanguard 500 Index Fund 6,818 922,699
--------------
Total mutual funds 36,131,194
--------------
Tech Data Corporation common stock 21,629 596,583
Participant loans 1,353,811
--------------
Total investments at fair value $41,256,434
==============
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(3) PARTICIPANT DIRECTED INVESTMENTS, CONTINUED
December 31, 1998
------------------------------------
Principal
Amount or
Number of Fair
Units Value
------------- --------------
Investment at estimated fair value:
Guaranteed interest contract:
Stable Value Option Fund $2,967,228 $2,967,228
Investments at fair value as determined
by quoted market price:
Mutual funds:
The Aetna Fund 133,550 1,754,841
Aetna Growth and Income Fund 173,722 2,690,953
Aetna International Growth Fund 174,840 2,043,881
Neuberger & Berman Genesis Trust 87,760 1,785,032
Neuberger & Berman Guardian Trust 110,674 1,788,486
Neuberger & Berman Manhattan Trust 118,168 1,768,977
Twentieth Century Select Investors 72,347 3,428,503
Twentieth Century Ultra Investors 248,240 8,293,697
--------------
Total mutual funds 23,554,370
--------------
Participant loans 1,127,128
--------------
Total investments at fair value $27,648,726
==============
The Plan's investments, including investments bought, sold and held
during the year, appreciated in value by $7,848,044, and $1,606,888 during the
years ended December 31, 1999 and 1998, respectively, as follows:
December 31,
---------------------------------
1999 1998
------------ -------------
The Aetna Fund $ 107,604 $ 112,710
Aetna Growth and Income Fund 326,767 26,992
Aetna International Growth Fund 296,638 81,082
Neuberger & Berman Genesis Trust 85,613 (135,520)
Neuberger & Berman Guardian Trust 273,329 (117,884)
Neuberger & Berman Manhattan Trust 115,475 149,713
Twentieth Century Select Investors 498,145 235,327
Twentieth Century Ultra Investors 1,284,461 1,254,468
Kemper High Yield Fund (138) --
Strong Government Securities (624) --
Scudder Balanced Fund 129,013 --
Scudder Pathway Series: Conservative (105) --
Scudder Pathway Series: Balanced 787 --
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<PAGE>
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(3) PARTICIPANT DIRECTED INVESTMENTS, CONTINUED
Scudder Pathway Series: Growth 4,906 --
Scudder Growth and Income Fund (497,477) --
Scudder Large Company Growth Fund 2,771,006 --
Scudder International Fund 869,766 --
INVESCO Dynamics 820,771 --
Managers Special Equity Fund 637,336 --
Vanguard 500 Index Fund 87,217 --
Tech Data Corporation common stock 37,554 --
------------- -------------
Net appreciation in fair value of investments $7,848,044 $1,606,888
============= =============
(4) GUARANTEED INTEREST CONTRACT ACCOUNT
The Plan entered into an investment contract (guaranteed interest
account) with Aetna Life Insurance Company on July 1, 1990. The contract is
included in the financial statements at contract value (book value) which
represents contributions deposited to the account plus interest at the
guaranteed rate less withdrawals or transfers. Fair value approximates contract
value during the term of the contract. However, upon termination of the
contract, the contract provides for an adjustment to market value, which is
calculated by discounting an installment payout schedule at a specified rate.
This would result in a decrease in the value of the contract balance.
Effective July 1, 1999, the contract with Aetna was terminated.
Accordingly, the balance of the Stable Value Option Fund (the guaranteed
interest contract account) was adjusted to market value according to the
contract provisions, resulting in a total decrease in value of $118,701.
(5) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(6) INCOME TAX STATUS
The Plan obtained its latest determination letter in July 1997, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code. 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 currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
(7) SUBSEQUENT EVENTS
The Retirement Savings Plan and the Tech Data Corporation Employee
Stock Ownership Plan ("ESOP") were merged into a new defined contribution plan,
the Tech Data Corporation 401(k) Savings Plan ("401(k) Savings Plan"), effective
January 1, 2000. Each participant's account balance in the Retirement Savings
Plan and the ESOP was transferred to the 401(k) Savings Plan. Changes in
provisions of the 401(k) Savings Plan include increasing the maximum deferral
rate from 15% to 17% for non-highly compensated participants, revision of the
definition of compensation, eliminating the $500 limit on the employer match,
and providing only the lump sum payment method for distributions of
contributions and earnings subsequent to January 1, 2000. In addition, the
401(k) Savings Plan includes a graduated vesting schedule for Company matching
and non-elective contributions and related earnings, subsequent to January 1,
2000, whereby participants are 100% vested after four years of service.
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<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
TECH DATA CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULES OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999 and 1998
Employer identification number: 59-1578329
Plan number: 010
<TABLE>
<CAPTION>
December 31, 1999:
-----------------
<S> <C> <C> <C> <C>
(b) Identity of issuer, borrower, (c) Description of investment including maturity date, rate of (e) Current
(a) lessor or similar party interest, collateral, par or maturity value (d) Cost** value
--- --------------------------------- -------------------------------------------------------------- ---------- ------------
* Scudder Kemper Investments, Inc. 3,174,846 shares, Scudder Cash Investment Trust - $ 3,174,846
* Scudder Kemper Investments, Inc. 3,355 shares, Kemper High Yield Fund - 24,091
Strong Capital Management, Inc. 5,364 shares, Strong Government Securities - 54,073
* Scudder Kemper Investments, Inc. 113,601 shares, Scudder Balanced Fund - 2,402,668
* Scudder Kemper Investments, Inc. 496 shares, Scudder Pathway Series: Conservative - 6,044
* Scudder Kemper Investments, Inc. 1,662 shares, Scudder Pathway Series: Balanced - 23,314
* Scudder Kemper Investments, Inc. 3,308 shares, Scudder Pathway Series: Growth - 58,154
* Scudder Kemper Investments, Inc. 183,983 shares, Scudder Growth and Income Fund - 4,910,497
* Scudder Kemper Investments, Inc. 412,217 shares, Scudder Large Company Growth Fund - 17,424,428
* Scudder Kemper Investments, Inc. 51,541 shares, Scudder International Fund - 3,646,042
INVESCO 151,436 shares, INVESCO Dynamics - 3,916,136
The Managers Funds LLC 30,005 shares, Managers Special Equity Fund - 2,743,048
The Vanguard Group 6,818 shares, Vanguard 500 Index Fund - 922,699
Tech Data Corporation 21,629 shares, Tech Data Corporation common stock - 596,583
Participant loans 7% - 10% principal and interest payable monthly;
secured by participants vested accrued benefits. - 1,353,811
-----------
$41,256,434
===========
*Denotes exempt party-in-interest
**Information not required for 1999.
</TABLE>
See accompanying independent auditor's report on page 1
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<PAGE>
TECH DATA CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULES OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1999 and 1998
Employer identification number: 59-1578329
Plan number: 010
<TABLE>
<CAPTION>
December 31, 1998:
-----------------
<S> <C> <C> <C> <C>
(b) Identity of issuer, borrower, (c) Description of investment including maturity date, rate of (e) Current
(a) lessor or similar party interest, collateral, par or maturity value (d) Cost value
--- --------------------------------- -------------------------------------------------------------- -------- ------------
* Aetna Life Insurance Company Stable Value Option Fund $ 2,967,228 $ 2,967,228
* Aetna Life Insurance Company 133,550 units, The Aetna Fund 1,618,400 1,754,841
* Aetna Life Insurance Company 173,722 units, Aetna Growth and Income Fund 2,598,337 2,690,953
* Aetna Life Insurance Company 174,840 units, Aetna International Growth Fund 2,022,204 2,043,881
Neuberger & Berman Management, Inc. 87,760 units, Neuberger & Berman Genesis Trust 1,562,769 1,785,032
Neuberger & Berman Management, Inc. 110,674 units, Neuberger & Berman Guardian Trust 1,687,347 1,788,486
Neuberger & Berman Management, Inc. 118,168 units, Neuberger & Berman Manhattan Trust 1,519,748 1,768,977
Twentieth Century Investors, Inc. 72,347 units, Twentieth Century Select Investors 3,168,606 3,428,503
Twentieth Century Investors, Inc. 248,240 units, Twentieth Century Ultra Investors 6,995,122 8,293,697
Participant loans 7% - 10% principal and interest payable monthly;
secured by participants vested accrued benefits. - 1,127,128
----------- -----------
$24,139,761 $27,648,726
=========== ===========
*Denotes exempt party-in-interest
</TABLE>
See accompanying independent auditor's report on page 1
-9-
<PAGE>
TECH DATA CORPORATION RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1999
Employer identification number: 59-1578329
Plan number: 010
<TABLE>
<CAPTION>
(f) Expense
incurred
(a) Identity of (c) Purchase (e) Lease with
party involved (b) Description of asset price (d) Selling price rental transaction
------------------- -------------------------- ------------- ----------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Mellon Bank, N.A. Stable Value Option Fund $ - $3,035,216 $ - $ -
(guaranteed interest
account)
Mellon Bank, N.A. The Aetna Fund - 2,039,393 - -
Mellon Bank, N.A. Aetna Growth and Income - 3,242,752 - -
Fund
Mellon Bank, N.A. Aetna International Growth - 2,500,437 - -
Fund
Mellon Bank, N.A. Neuberger & Berman Genesis - 2,000,467 - -
Trust
Mellon Bank, N.A. Neuberger & Berman - 2,103,152 - -
Guardian Trust
Mellon Bank, N.A. Neuberger & Berman - 2,053,320 - -
Manhattan Trust
Mellon Bank, N.A. Twentieth Century Select - 4,428,495 - -
Investors
Mellon Bank, N.A. Twentieth Century Ultra - 10,319,917 - -
Investors
Scudder Trust Scudder Cash Investment 2,901,082 - - -
Company Trust
Scudder Trust Scudder Balanced Fund 2,050,699 - - -
Company
Scudder Trust Scudder Growth and Income 4,848,788 - - -
Company Fund
Scudder Trust Scudder Large Company 13,636,986 - - -
Company Growth Fund
Scudder Trust Scudder International Fund 2,473,723 - - -
Company
Scudder Trust INVESCO Dynamics 2,683,418 - - -
Company
Scudder Trust Managers Special Equity 1,766,845 - - -
Company Fund
</TABLE>
<TABLE>
<CAPTION>
(h) Current value
of asset on
(a) Identity of transaction (i) Net gain or
party involved (b) Description of asset (g) Cost of asset date (loss)
------------------- -------------------------- ----------------- --------------- --------------
<S> <C> <C> <C> <C>
Mellon Bank, N.A. Stable Value Option Fund $3,153,917 $ 3,035,216 $ (118,701)
(guaranteed interest
account)
Mellon Bank, N.A. The Aetna Fund 1,824,488 2,039,393 214,905
Mellon Bank, N.A. Aetna Growth and Income 2,878,376 3,242,752 364,376
Fund
Mellon Bank, N.A. Aetna International Growth 2,227,312 2,500,437 273,125
Fund
Mellon Bank, N.A. Neuberger & Berman Genesis 1,750,198 2,000,467 250,269
Trust
Mellon Bank, N.A. Neuberger & Berman 1,781,227 2,103,152 321,925
Guardian Trust
Mellon Bank, N.A. Neuberger & Berman 1,735,429 2,053,320 317,891
Manhattan Trust
Mellon Bank, N.A. Twentieth Century Select 3,754,805 4,428,495 673,690
Investors
Mellon Bank, N.A. Twentieth Century Ultra 8,012,882 10,319,917 2,307,035
Investors
Scudder Trust Scudder Cash Investment 2,901,082 2,901,082 -
Company Trust
Scudder Trust Scudder Balanced Fund 2,050,699 2,050,699 -
Company
Scudder Trust Scudder Growth and Income 4,848,788 4,848,788 -
Company Fund
Scudder Trust Scudder Large Company 13,636,986 13,636,986 -
Company Growth Fund
Scudder Trust Scudder International Fund 2,473,723 2,473,723 -
Company
Scudder Trust INVESCO Dynamics 2,683,418 2,683,418 -
Company
Scudder Trust Managers Special Equity 1,766,845 1,766,845 -
Company Fund
</TABLE>
See accompanying independent auditor's report on page 1
-10-
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE TRUSTEES HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
TECH DATA CORPORATION RETIREMENT SAVINGS PLAN
DATE: June 29, 2000 By: /s/ ARTHUR W. SINGLETON
--------------------------------
Name: Arthur W. Singleton, Trustee
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Independent Certified Public Accountants
