<PAGE> 1
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 (Fee Required)
For the fiscal year ended June 30, 1995
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 -- 401(k) Portion
(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)
<PAGE> 2
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 June 30, 1995 and June 30, 1994.
2. Audited Statement of Changes in Net Assets Available for
Benefits for the Plan Year ended June 30, 1995.
See the Index to Financial Statements commencing at Page 1 hereto.
See also the Exhibits Index commencing at Page E-1 hereto.
2
<PAGE> 3
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" - FIRST INTERSTATE BANK OF ARIZONA, N.A.
By: /s/ Laura J. Cox
-------------------------------------
(Signature)
Title: Assistant Vice President
Date: December 27, 1995
3
<PAGE> 4
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401 (k) PORTION
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
JUNE 30, 1995 AND 1994
<PAGE> 5
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
INDEX TO
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Statements 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 June 30, 1995 9
II. Statement of Net Assets Available
for Benefits with Fund Information
at June 30, 1995 10
Statement of Net Assets Available
for Benefits with Fund Information
at June 30, 1994 11
III. Statement of Changes in Net Assets
Available for Benefits with Fund
Information for the year ended June 30, 1995 12
</TABLE>
<PAGE> 6
[PRICE WATERHOUSE LLP LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
December 21, 1995
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 June 30, 1995 and 1994, and the changes in net
assets available for benefits for the year ended June 30, 1995, 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 made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules I, II and III
are presented for purposes of additionally analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. Further, the Fund
Information presented in such schedules is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and the Fund Information 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
<PAGE> 7
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
June 30,
----------------------------
1995 1994
---------- ----------
<S> <C> <C>
Assets
Investments, at fair market value:
(Cost: 1995 - $7,168,887; 1994-$4,089,375)
MicroAge, Inc. common stock $2,154,714 $1,834,922
Mutual funds 4,966,583 2,890,405
Money market securities 298,027 162,201
---------- ----------
7,419,324 4,887,528
Contributions receivable:
Employees 215,438 92,401
Employer - MicroAge, Inc. common stock 393,642 242,497
---------- ----------
609,080 334,898
Interest receivable -- 5,907
Other receivables 83,405 18,423
---------- ----------
Total assets 8,111,809 5,246,756
Liabilities
Payable to broker for securities purchased 12,449 --
---------- ----------
Total liabilities 12,449 --
---------- ----------
Net assets available for benefits $8,099,360 $5,246,756
========== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
2
<PAGE> 8
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
June 30,
1995
----------
<S> <C>
Assets
Additions to net assets attributed to:
Investment income
Interest $ 45,456
Dividends 142,462
Net realized loss on investments (57,522)
Net change in unrealized appreciation
of investments 250,437
----------
380,833
Contributions:
Employees 2,379,930
Employer 376,147
Transfer of assets from another plan 231,397
----------
2,987,474
Total additions 3,368,307
----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 515,703
----------
Net increase 2,852,604
Net assets available for benefits:
Beginning of year 5,246,756
----------
End of year $8,099,360
==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
3
<PAGE> 9
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 Plan. As used in this report, the term "Plan" refers solely to the 401(k)
portion of the MicroAge, Inc. Retirement Savings and Employee Stock Ownership
Plan.
The Plan is a defined contribution plan covering substantially all employees of
the Company who have attained at least 21 years of age, are US 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 January 1 or July 1 coincident with or following the date
on which the employee satisfies all of the eligibility requirements.
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 in the sole discretion of the Company. Such matching
contribution 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.
The participants' contributions vest immediately. The Company's matching
contributions vest based on years of service as follows:
<TABLE>
<CAPTION>
Years of service Vesting Percentage
---------------- ------------------
<S> <C>
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%
</TABLE>
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 1995, $6,740 (1994: $4,525) of employer matching
contributions were forfeited by terminating employees before those amounts
became vested.
4
<PAGE> 10
Plan assets are held in a single Trust Fund (the Trust Fund) managed by the
Trustee. Effective January 1, 1995, the Plan's Trustee changed. The new trustee
established six new funds and eliminated all of the previously existing funds,
except the MicroAge stock fund. The new funds have investment objectives similar
to those of the eliminated funds. Each participant elects from the seven
investment options how his contributions will be invested. The investment
options and the number of participants under each option at June 30, 1995 were
as follows:
<TABLE>
<CAPTION>
Participants at
June 30, 1995
---------------
<S> <C>
Company Stock Fund - this fund consists
one hundred percent (100%) of
MicroAge, Inc. common stock. 914
EuroPacific Growth Fund - this fund consists of
investments in common stocks of companies
headquartered outside of the United States. 663
Capital World Growth and Income Fund - this fund
consists of investments in common stocks of the
largest and oldest companies from around the world. 536
The Investment Company of America Fund - this fund
consists of investments in common stock of
domestic corporations. 703
The Income Fund of America - this fund consists of
common stocks, bonds and money market securities. 464
The Bond Fund of America - this fund consists of
bonds and other marketable debt securities. 254
The Cash Management Trust of America - this fund
consists of money market securities. 145
</TABLE>
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. For the years ended June 30, 1995 and
1994, respectively, the Company contributed $376,147 and $217,057 in MicroAge,
Inc. common stock and made no cash contributions.
The transfer of assets from another plan relates to assets transferred into the
Plan due to an acquisition of a company during Plan year 1995.
For the current Plan year, participants may change their contribution percentage
on January l and July l of each year. The Plan provides for changes in the
investment options on a quarterly basis.
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.
5
<PAGE> 11
NationsBank Trust (NationsBank), acted as trustee and investment manager of the
Plan through December 31, 1994. Effective January 1, 1995, First Interstate Bank
of Arizona Trust (First Interstate Bank) acts as trustee and investment manager
of the Plan. The trustee maintains account records of individual participants
and provides semiannual 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 June 30, 1995. Realized
gains or losses on security transactions are recorded as the difference between
proceeds received and the revalued cost. 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.
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 year-end aggregating $132,975 and $148,826 at June
30, 1995 and 1994, respectively, are not accrued in the Plan's financial
statements.
Administrative and trustee expenses
Expenses incurred to administer the Plan are paid by the Company.
Reclassifications
Certain reclassifications have been made to the prior year financial statements
to conform to the current year presentation.
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 August 4, 1993, 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.
6
<PAGE> 12
During Plan year 1994, the Plan was amended to allow distributees, at the time
and in the manner prescribed by the Advisory Committee, to have any portion of
an eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
NOTE 4 - INVESTMENTS
The following table presents investments that represent 5 percent or more of the
Plan's net assets:
<TABLE>
<CAPTION>
June 30,
-------------------------
Description of investment 1995 1994
-------------------------
<S> <C> <C>
Common Stock Fund
MicroAge, Inc. common stock $2,154,714 $1,834,922
EuroPacific Growth Fund
Foreign common stocks 1,377,437 -
Capital World Growth and Income Fund
Global common stocks 876,739 -
The Investment Company of America Fund
Common stocks 1,326,844 -
The Income Fund of America
Common stocks, marketable debt securities
and money market securities 849,048 -
The Bond Fund of America
Marketable debt securities 536,515 -
Nations Value Fund
Common stocks - 791,665
Nations Capital Growth Fund
Common stocks - 736,476
Guaranteed Investment Contract Fund
Marketable debt securities - 323,444
Nations Short/Intermediate Government Fund
United States government securities - 1,038,820
</TABLE>
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
<PAGE> 13
The following is a summary of transactions in the Company's common stock:
<TABLE>
<CAPTION>
Years ended June 30,
--------------------
Description: 1995 1994
---- ----
<S> <C> <C>
Cost of shares purchased $560,660 $320,403
Number of shares purchased 43,891 16,350
Average per share cost purchased $ 12.77 $ 19.60
</TABLE>
NOTE 6 - REALIZED LOSSES ON INVESTMENTS
<TABLE>
<CAPTION>
Realized Losses at June 30, 1995
--------------------------------------
Carrying Realized
Proceeds Value Losses
-------- -------- ---------
<S> <C> <C> <C>
MicroAge, Inc. common stock $ 243,549 $ 244,409 $ (860)
Mutual funds 4,132,749 4,189,411 (56,662)
Money market securities 5,902,343 5,902,343 --
----------- ----------- --------
$10,278,641 $10,336,163 $(57,522)
=========== =========== ========
</TABLE>
NOTE 7 - CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
<TABLE>
<CAPTION>
Unrealized Appreciation (Depreciation)
---------------------------------------
June 30, June 30,
1995 1994 Change
-------- -------- ------
<S> <C> <C> <C>
MicroAge, Inc. common stock $ 809,390 $941,252 $(131,862)
Mutual funds 322,547 (59,752) 382,299
---------- -------- ---------
$1,131,937 $881,500 $ 250,437
========== ======== =========
</TABLE>
The closing price for MicroAge, Inc. common stock was $14.25 per share and
$16.50 per share on June 30, 1995 and 1994, respectively. On December 20, 1995,
the closing price for the common stock was $8.75 per share.
NOTE 8 - SUBSEQUENT EVENTS
Effective July 1, 1995, the Plan year was amended to coincide with the MicroAge,
Inc. fiscal year which ends on the Sunday closest to the last day of October.
For fiscal year 1996, a short Plan year began on July 1, 1995 and ended October
29, 1995. As of July 1, 1995, 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 MicroAge, Inc. stock) in
any of the Plan's investment options. Subsequent elections to reinvest such
amount in MicroAge, Inc. stock will not be permitted. As of July 1, 1995,
participants were no longer permitted to invest new funds into the MicroAge,
Inc. stock fund.
Effective October 30, 1995, 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. Additionally,
participants may change allocations or elections the first day of each Plan
quarter.
8
<PAGE> 14
SCHEDULE I
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
SCHEDULE OF INVESTMENTS
AT JUNE 30, 1995
<TABLE>
<CAPTION>
Number
of
shares/units Description of investment Cost Market
- ------------ ------------------------- ------ --------
<S> <C> <C> <C>
Common Stock Fund
151,208 MicroAge, Inc. common stock $2,286,576 $2,154,714
EuroPacific Growth Fund
62,019 Foreign common stocks 1,295,984 1,377,437
Capital World Growth and Income Fund
46,437 Global common stocks 816,981 876,739
The Investment Company of America Fund
65,426 Common stocks 1,186,213 1,326,844
The Income Fund of America
Common stocks, marketable debt securities
57,877 and money market securities 779,121 849,048
The Bond Fund of America
39,771 Marketable debt securities 505,985 536,515
The Cash Management Trust of America
298,027 Money market securities 298,027 298,027
---------- ----------
Total investments at June 30, 1995 $7,168,887 $7,419,324
========== ==========
</TABLE>
9
<PAGE> 15
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AT JUNE 30, 1995 SCHEDULE II
(PAGE 1 OF 2)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Guaranteed Short/ Capital
Company Investment Intermediate Growth/ EuroPacific World Growth
Stock Contract Govt Value Equity Growth and Income
Fund Fund Fund Fund Fund Fund Fund
------- ---------- ------------ ---- ------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $1,282,841 $ -- $ -- $ -- $ -- $ -- $ --
Mutual funds -- -- -- -- -- 1,377,437 876,739
Money market securities 50,502 -- -- -- -- -- 7,549
---------- ------- --------- ------- ------- -------------- -----------
1,333,343 -- -- -- -- 1,377,437 884,288
Contributions receivable:
Employees 20,943 -- -- -- -- 57,919 36,842
Employer - MicroAge, Inc. common
stock -- -- -- -- -- -- --
---------- ------- --------- ------- ------- -------------- -----------
20,943 -- -- -- -- 57,919 36,842
Interfund transfers to be executed (1) (92,725) -- -- -- -- (6,721) 37,295
Interest receivable -- -- -- -- -- -- --
Other receivables 83,405 -- -- -- -- -- --
---------- ------- --------- ------- ------- -------------- -----------
Total assets 1,344,966 -- -- -- -- 1,428,635 958,425
Liabilities
Payable to broker for securities
purchased -- -- -- -- -- 871 --
---------- ------- --------- ------- ------- -------------- -----------
Total liabilities -- -- -- -- -- 871 --
---------- ------- --------- ------- ------- -------------- -----------
Plan equity $1,344,966 $ -- $ -- $ -- $ -- $ 1,427,764 $ 958,425
========== ======= ========= ======= ======= ============== ===========
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------------------------------------------- -----------
Investment The Cash
Company of Income The Bond Management Company
America Fund of Fund of Trust of Stock
Fund America America America Fund TOTAL
----------- -------- --------- ----------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ 871,873 $ 2,154,714
Mutual funds 1,326,844 849,048 536,515 -- -- 4,966,583
Money market securities 11,144 3,449 -- 210,858 14,525 298,027
------------ ------------ ----------- ----------- ------------ -----------
1,337,988 852,497 536,515 210,858 886,398 7,419,324
Contributions receivable:
Employees 47,860 31,659 13,424 6,791 -- 215,438
Employer - MicroAge, Inc. common stock -- -- -- -- 393,642 393,642
------------ ------------ ----------- ----------- ------------ -----------
47,860 31,659 13,424 6,791 393,642 609,080
Interfund transfers to be executed (1) 38,660 55,622 (18,156) (13,975) -- --
Interest receivable -- -- -- -- -- --
Other receivables -- -- -- -- -- 83,405
------------ ------------ ----------- ----------- ------------ -----------
Total assets 1,424,508 939,778 531,783 203,674 1,280,040 8,111,809
Liabilities
Payable to broker for securities purchased -- -- 11,578 -- -- 12,449
------------ ------------ ----------- ----------- ------------ -----------
Total liabilities -- -- 11,578 -- -- 12,449
------------ ------------ ----------- ----------- ------------ -----------
Plan equity $ 1,424,508 $ 939,778 $ 520,205 $ 203,674 $ 1,280,040 $ 8,099,360
============ ============ =========== =========== ============ ===========
</TABLE>
(1) These interfund transfers represent participant transfer requests
received prior to the plan year end and were executed subsequent to
the plan year end.
10
<PAGE> 16
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AT JUNE 30, 1994 SCHEDULE II
(PAGE 2 OF 2)
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
----------------------------------------------------------------------- -----------
Guaranteed Short/
Company Investment Intermediate Growth/ Company
Stock Contract Govt Value Equity Stock
Fund Fund Fund Fund Fund Fund
------- ----------- ------------ ----- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $ 1,016,817 $ -- $ -- $ -- $ -- $ 818,105
Mutual funds -- 323,444 1,038,820 791,665 736,476 --
Money market securities 7,200 5,596 42,452 92,007 14,946 --
----------- ----------- ------------- ---------- ---------- -----------
1,024,017 329,040 1,081,272 883,672 751,422 818,105
Contributions receivable:
Employees 17,865 7,091 27,687 18,987 20,771 --
Employer - MicroAge, Inc. common
stock -- -- -- -- -- 242,497
----------- ----------- ------------- ---------- ---------- -----------
17,865 7,091 27,687 18,987 20,771 242,497
Interfund transfers to be executed (1) 213,686 854 (49,518) (204,124) 39,102 --
Interest receivable 55 14 5,324 384 130 --
Other receivables -- 18,423 -- -- -- --
----------- ----------- ------------- ---------- ---------- -----------
Total assets 1,255,623 355,422 1,064,765 698,919 811,425 1,060,602
Liabilities
Payable to broker for securities
purchased -- -- -- -- -- --
----------- ----------- ------------- ---------- ---------- -----------
Total liabilities -- -- -- -- -- --
----------- ----------- ------------- ---------- ---------- -----------
Plan equity $ 1,255,623 $ 355,422 $ 1,064,765 $ 698,919 $ 811,425 $ 1,060,602
=========== =========== ============= ========== ========== ===========
<CAPTION>
TOTAL
-------
Assets
<S> <C>
Investments, at fair market value:
MicroAge, Inc. common stock $1,834,922
Mutual funds 2,890,405
Money market securities 162,201
----------
4,887,528
Contributions receivable:
Employees 92,401
Employer - MicroAge, Inc. common stock 242,497
----------
334,898
Interfund transfers to be executed (1) --
Interest receivable 5,907
Other receivables 18,423
----------
Total assets 5,246,756
Liabilities
Payable to broker for securities purchased --
----------
Total liabilities --
----------
Plan equity $5,246,756
==========
</TABLE>
(1) These interfund transfers represent participant transfer requests received
prior to the plan year end and were executed subsequent to the plan year
end.
11
<PAGE> 17
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED JUNE 30, 1995 SCHEDULE III
(PAGE 1 OF 1
<TABLE>
<CAPTION>
Participant Directed
Guaranteed Short/
Company Investment Intermediate Growth/ Euro Pacific
Stock Contract Govt Value Equity Growth
Fund Fund Fund Fund Fund Fund
------- ----------- ------------ ----- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Additions to net assets attributed to:
Investment income
Interest $ 812 $ 1,497 $ 19,326 $ 2,447 $ 4,136 $ 3,074
Dividends -- -- 14,893 45,584 24,800 7,285
Net realized gain (loss) on investments (385) 10,916 (30,668) (47,301) 6,586 --
Net change in unrealized appreciation
(depreciation) of investments (59,077) -- -- -- -- 81,453
---------- -------- ---------- -------- --------- --------
(58,650) 12,413 3,551 730 35,522 91,812
Contributions:
Employees 356,194 86,124 222,297 191,944 198,959 396,529
Employer -- -- -- -- -- --
Transfer of assets from other plan 32,579 99,988 17,305 40,526 40,999 --
---------- -------- ---------- -------- --------- --------
388,773 186,112 239,602 232,470 239,958 396,529
Total additions 330,123 198,525 243,153 233,200 275,480 488,341
---------- -------- ---------- -------- --------- --------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 67,541 63,575 99,019 46,076 21,891 14,211
---------- -------- ---------- -------- --------- --------
Net increase prior to interfund transfers 262,582 134,950 144,134 187,124 253,589 474,130
Interfund transfers (173,239) (490,372) (1,208,899) (886,043) (1,065,014) 953,634
Net increase (decrease) 89,343 (355,422) (1,064,765) (698,919) (811,425) 1,427,764
Net assets available for benefits:
Beginning of year 1,255,623 355,422 1,064,765 698,919 811,425 --
---------- -------- ---------- -------- --------- ----------
End of year $1,344,966 $ -- $ -- $ -- $ -- $1,427,764
========== ======== ========== ======== ========= ==========
<CAPTION>
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------- -----------
Capital Investment The Cash
World Growth Company of Income The Bond Management Company
and Income America Fund of Fund of Trust of Stock
Fund Fund America America America Fund Total
------------ ---------- -------- -------- ----------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Additions to net assets attributed to:
Investment income
Interest $ 2,290 $ 3,153 $ 2,025 $ 1,083 $ 5,613 $ -- $ 45,456
Dividends 12,319 14,111 9,364 14,106 -- -- 142,462
Net realized gain (loss) on investments 935 2,146 -- 724 -- (475) (57,522)
Net change in unrealized appreciation
(depreciation) of investments 59,758 140,631 69,927 30,530 -- (72,785) 250,437
---------- ---------- ---------- ----------- -------- ---------- -----------
75,302 160,041 81,316 46,443 5,613 (73,260) 380,833
Contributions:
Employees 226,069 319,828 244,135 96,384 41,467 -- 2,379,930
Employer -- -- -- -- -- 376,147 376,147
Transfer of assets from other plan -- -- -- -- -- -- 231,397
---------- ---------- ---------- ----------- -------- ---------- -----------
226,069 319,828 244,135 96,384 41,467 376,147 2,987,474
Total additions 301,371 479,869 325,451 142,827 47,080 302,887 3,368,307
---------- ---------- ---------- ----------- -------- ---------- -----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 3,126 55,970 1,142 36,668 23,035 83,449 515,703
---------- ---------- ---------- ----------- -------- ---------- -----------
Net increase prior to interfund transfers 298,245 423,899 324,309 106,159 24,045 219,438 2,852,604
Interfund transfers 660,180 1,000,609 615,469 414,046 179,629 -- --
Net increase (decrease) 958,425 1,424,508 939,778 520,205 203,674 219,438 2,852,604
Net assets available for benefits:
Beginning of year -- -- -- -- -- 1,060,602 5,246,756
---------- ---------- ---------- ----------- -------- ---------- -----------
End of year $ 958,425 $1,424,508 $ 939,778 $ 520,205 $203,674 $1,280,040 $ 8,099,360
========== ========== ========== =========== ======== ========== ===========
</TABLE>
12
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO. *
- ----------- ----------- -------
<S> <C> <C>
4.1 Amended and Restated MicroAge, Inc. Retirement
Savings and Employee Stock Ownership Plan and
Trust (Incorporated by Reference to Exhibit No. 10.14
to the Annual Report on Form 10-K for MicroAge,
Inc. for the fiscal year ended October 30, 1994)
4.2 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 MicroAge, Inc. for
the quarter year ended April 30, 1995)
</TABLE>
- -------------------
* Included only in manually signed original
E - 1
