<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)
Annual report pursuant to Section 15(d) of the Securities Exchange Act of
- - --- 1934 (Fee Required) For the fiscal year ended __________
Or
X Transition report pursuant to Section 15(d) of the Securities Exchange Act
- - --- of 1934 (No Fee Required) For the transition period from July 1, 1995 to
October 29, 1995
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)
<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 October 29, 1995 and June 30, 1995.
2. Audited Statement of Changes in Net Assets Available for Benefits
for the Transition Period from July 1, 1995 to October 29, 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: April 26, 1996
<PAGE> 4
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)
23 Consent of Independent Accountants
<PAGE> 5
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401 (k) PORTION
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
OCTOBER 29, 1995 AND JUNE 30, 1995
<PAGE> 6
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 October 29, 1995 9
II. Statement of Net Assets Available
for Benefits with Fund Information
at October 29, 1995 10
Statement of Net Assets Available
for Benefits with Fund Information
at June 30, 1995 11
III. Statement of Changes in Net Assets
Available for Benefits with Fund Information
for the four month period ended October 29, 1995 12
</TABLE>
<PAGE> 7
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants, Trustee and
Administrator of the MicroAge, Inc.
Retirement Savings and Employee Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the MicroAge, Inc. Retirement Savings and Employee Stock Ownership Plan -
401(k) portion (the "Plan") at October 29, 1995 and June 30, 1995, and the
changes in net assets available for benefits for the period from July 1, 1995 to
October 29, 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 additional information included in
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional 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 Schedules II and III 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. Schedule
I 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.
PRICE WATERHOUSE LLP
Phoenix, Arizona
April 24, 1996
1
<PAGE> 8
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
October 29, June 30,
1995 1995
----------- ----------
<S> <C> <C>
Assets
Investments, at fair market value:
(Cost: October 29, 1995 - $8,408,354
June 30,1995 - $7,168,887)
MicroAge, Inc. common stock $1,171,277 $2,154,714
Mutual funds 6,166,490 4,966,583
Money market securities 458,415 298,027
---------- ----------
7,796,182 7,419,324
Contributions receivable:
Employees 182,468 215,438
Employer - MicroAge, Inc. common stock 534,411 393,642
---------- ----------
716,879 609,080
Other receivables -- 83,405
---------- ----------
Total assets 8,513,061 8,111,809
Liabilities
Payable to ESOP 185,604 --
Payable to broker for securities purchased -- 12,449
Other 122,983 --
---------- ----------
Total liabilities 308,587 12,449
---------- ----------
Net assets available for benefits $8,204,474 $8,099,360
========== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
2
<PAGE> 9
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
From July 1,
1995 to
October 29,
1995
------------
<S> <C>
Assets
Additions to (reductions in) net assets attributed to:
Investment income (loss)
Interest $ 4,783
Dividends 58,584
Net realized loss on investments (87,867)
Net change in unrealized appreciation
of investments (612,172)
----------
(636,672)
Contributions:
Employees 973,817
Employer 140,769
----------
1,114,586
----------
Net additions 477,914
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 372,800
----------
Net increase 105,114
Net assets available for benefits:
Beginning of period 8,099,360
----------
End of period $8,204,474
==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
3
<PAGE> 10
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 first day of the Plan quarter coincident with or following
the date on which the employee satisfies all of the eligibility requirements.
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. In
1995, 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.
Participants may elect to contribute 1% to 15% of their total eligible
compensation as a pretax deferral in lieu of receiving such amounts as
compensation. For each year in which the Plan is in effect, the Company may make
a matching contribution with respect to a participant's elective deferrals in an
amount to be determined at the sole discretion of the Company. Such matching
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.
4
<PAGE> 11
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 the period ended October 29, 1995, $1,097 (Plan year 1995:
$6,740) of employer matching contributions were forfeited by terminated
employees before those amounts became vested.
Plan assets are held in a single Trust Fund (the Trust Fund) managed by the
Trustee. 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 October 29, 1995
were as follows:
<TABLE>
<CAPTION>
Participants at
October 29, 1995
----------------
<S> <C>
Company Stock Fund - this fund consists
one hundred percent (100%) of
MicroAge, Inc. common stock. 1,038
EuroPacific Growth Fund - this fund consists of
investments in common stocks of companies
headquartered outside of the United States. 784
Capital World Growth and Income Fund - this fund
consists of investments in common stocks of the
largest and oldest companies from around the world. 666
The Investment Company of America Fund - this fund
consists of investments in common stock of
domestic corporations. 834
The Income Fund of America - this fund consists of
common stocks, bonds and money market securities. 571
The Bond Fund of America - this fund consists of
bonds and other marketable debt securities. 306
The Cash Management Trust of America - this fund
consists of money market securities. 222
</TABLE>
5
<PAGE> 12
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 period ended October 29, 1995
and the year ended June 30, 1995, respectively, the Company contributed $140,769
and $376,147 in MicroAge, Inc. common stock and made no cash contributions.
For the current Plan year, participants may change their allocations or election
the first day of each Plan quarter.
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.
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 period ended October 29, 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 period-end aggregating $2,717 and $132,975 at
October 29, 1995 and June 30, 1995, 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.
6
<PAGE> 13
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.
NOTE 4 - INVESTMENTS
The following table presents the market value of investments that represent 5
percent or more of the Plan's net assets:
<TABLE>
<CAPTION>
October 29, June 30,
Description of investment 1995 1995
------------------------- ------------------------------
<S> <C> <C>
Company Stock Fund
MicroAge, Inc. common stock $1,171,277 $2,154,714
EuroPacific Growth Fund
Foreign common stocks 1,669,260 1,377,437
Capital World Growth and Income Fund
Global common stocks 1,126,881 876,739
The Investment Company of America Fund
Common stocks 1,739,023 1,326,844
The Income Fund of America
Common stocks, marketable debt securities
and money market securities 1,098,375 849,048
The Bond Fund of America
Marketable debt securities 532,951 536,515
The Cash Management Trust of America
Money market securities 458,415 --
</TABLE>
NOTE 5 - PAYABLE TO ESOP
During the period ended October 29, 1995, an employer contribution of $185,604
was made to the ESOP which was erroneously recorded by the trustee to one of the
401(k) plan funds. This amount was tranferred to the ESOP subsequent to the end
of the period.
7
<PAGE> 14
NOTE 6 - 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:
<TABLE>
<CAPTION>
Period ended Year ended
October 29, June 30,
Description: 1995 1995
- - ------------ ---- ----
<S> <C> <C>
Cost of shares purchased $107,250 $560,660
Number of shares purchased 8,005 43,891
Average per share cost purchased $ 13.40 $ 12.77
</TABLE>
NOTE 7 - REALIZED GAINS (LOSSES) ON INVESTMENTS
The realized gains (losses) for the period ended October 29, 1995 are as
follows:
<TABLE>
<CAPTION>
Realized
Carrying Gains
Proceeds Value (Losses)
-------- ----- --------
<S> <C> <C> <C>
MicroAge, Inc. common stock $ 266,219 $ 359,271 $(93,052)
Mutual funds 205,924 200,739 5,185
Money market securities 1,385,498 1,385,498 --
---------- ---------- --------
$1,857,641 $1,945,508 $(87,867)
========== ========== ========
</TABLE>
NOTE 8 - CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
<TABLE>
<CAPTION>
Unrealized Appreciation (Depreciation)
-----------------------------------------
October 29, June 30,
1995 1995 Change
----------- ---------- ----------
<S> <C> <C> <C>
MicroAge, Inc. common stock $ (5,432) $ 809,390 $(814,822)
Mutual funds 525,197 322,547 202,650
-------- ---------- ---------
$519,765 $1,131,937 $(612,172)
======== ========== =========
</TABLE>
The closing price for MicroAge, Inc. common stock was $8.13 per share and $14.25
per share on October 29, 1995 and June 30, 1995, respectively. On April 24,
1996, the closing price for the common stock was $9.75 per share.
NOTE 9 - SUBSEQUENT EVENTS
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> 15
SCHEDULE I
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
SCHEDULE OF INVESTMENTS
AT OCTOBER 29, 1995
<TABLE>
<CAPTION>
Number
of
shares/units Description of investment Cost Market
------------ ------------------------- ---------- ----------
<S> <C> <C> <C>
Company Stock Fund
139,854 MicroAge, Inc. common stock $1,986,099 $1,171,277
EuroPacific Growth Fund
72,672 Foreign common stocks 1,626,532 1,669,260
Capital World Growth and Income Fund
56,999 Global common stocks 1,087,057 1,126,881
The Investment Company of America Fund
81,567 Common stocks 1,670,592 1,739,023
The Income Fund of America
Common stocks, marketable debt securities
71,277 and money market securities 1,052,757 1,098,375
The Bond Fund of America
39,015 Marketable debt securities 526,902 532,951
The Cash Management Trust of America
458,415 Money market securities 458,415 458,415
---------- ----------
Total investments at October 29, 1995 $8,408,354 $7,796,182
========== ==========
</TABLE>
9
<PAGE> 16
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE II
401(k) PORTION (PAGE 1 OF 2)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AT OCTOBER 29, 1995
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Capital Investment
Company EuroPacific World Growth Company of Income
Stock Growth and Income America Fund of
Fund Fund Fund Fund America
----------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $ 776,963 $ -- $ -- $ -- $ --
Mutual funds -- 1,669,260 1,126,881 1,739,023 1,098,375
Money market securities 96 868 4,294 -- --
----------- ---------- ---------- ---------- -----------
777,059 1,670,128 1,131,175 1,739,023 1,098,375
Contributions receivable:
Employees -- 46,015 33,193 46,902 29,441
Employer - MicroAge, Inc. common stock -- -- -- -- --
----------- ---------- ---------- ---------- -----------
-- 46,015 33,193 46,902 29,441
Interfund transfers to be executed (1) (3,334) 53,828 50,129 13,029 (59,385)
Other receivables -- -- -- -- --
----------- ---------- ---------- ---------- -----------
Total assets 773,725 1,769,971 1,214,497 1,798,954 1,068,431
Liabilities
Payable to ESOP (2) -- -- -- -- --
Payable to broker for securities purchased -- -- -- -- --
Other (3) 24,592 25,081 24,875 24,971 15,593
----------- ---------- ---------- ---------- -----------
Total liabilities 24,592 25,081 24,875 24,971 15,593
----------- ---------- ---------- ---------- -----------
Net asets available for benefits $ 749,133 $1,744,890 $1,189,622 $1,773,983 $ 1,052,838
=========== ========== ========== ========== ===========
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------ -----------
The Cash
The Bond Management Company
Fund of Trust of Stock
America America Fund Total
--------- ---------- ---------- ----------
<S> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $ -- $ -- $ 394,314 $1,171,277
Mutual funds 532,951 -- -- 6,166,490
Money market securities -- 453,157 -- 458,415
--------- --------- ---------- ----------
532,951 453,157 394,314 7,796,182
Contributions receivable:
Employees 19,961 6,956 -- 182,468
Employer - MicroAge, Inc. common stock -- -- 534,411 534,411
--------- --------- ---------- ----------
19,961 6,956 534,411 716,879
Interfund transfers to be executed (1) (26,519) (27,748) -- --
Other receivables -- -- -- --
--------- --------- ---------- ----------
Total assets 526,393 432,365 928,725 8,513,061
Liabilities
Payable to ESOP (2) -- 185,604 -- 185,604
Payable to broker for securities purchased -- -- -- --
Other (3) 7,211 660 -- 122,983
--------- --------- ---------- ----------
Total liabilities 7,211 186,264 -- 308,587
--------- --------- ---------- ----------
Net asets available for benefits $ 519,182 $ 246,101 $ 928,725 $8,204,474
========= ========= ========== ==========
</TABLE>
(1) These interfund transfers represent participant transfer requests received
prior to the end of the period that were executed subsequent to the end of
the period.
(2) This payable represents an employer contribution made to the ESOP which
was erroneously recorded by the trustee to the Cash Management Trust of
America. This amount was transferred to the ESOP subsequent to the end of
the period.
(3) This payable represents employee contribution refunds. The refunds are
based on the results of the nondiscrimination tests performed by Watts and
Wyatt, Co. and were remitted to Plan participants subsequent to the end of
the period.
10
<PAGE> 17
MICROAGE, INC. SCHEDULE II
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN (PAGE 2 OF 2)
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AT JUNE 30, 1995
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Capital Investment
Company EuroPacific World Growth Company of Income
Stock Growth and Income America Fund of
Fund Fund Fund Fund America
----------- ---------- ---------- ---------- -----------
<S> <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 1,326,844 849,048
Money market securities 50,502 -- 7,549 11,144 3,449
---------- ---------- -------- ---------- --------
1,333,343 1,377,437 884,288 1,337,988 852,497
Contributions receivable:
Employees 20,943 57,919 36,842 47,860 31,659
Employer - MicroAge, Inc. common stock -- -- -- -- --
---------- ---------- -------- ---------- --------
20,943 57,919 36,842 47,860 31,659
Interfund transfers to be executed (1) (92,725) (6,721) 37,295 38,660 55,622
Other receivables 83,405 -- -- -- --
---------- ---------- -------- ---------- --------
Total assets 1,344,966 1,428,635 958,425 1,424,508 939,778
Liabilities
Payable to broker for securities purchased -- 871 -- -- --
---------- ---------- -------- ---------- --------
Total liabilities -- 871 -- -- --
---------- ---------- -------- ---------- --------
Net assets available for benefits $1,344,966 $1,427,764 $958,425 $1,424,508 $939,778
========== ========== ======== ========== ========
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------ -----------
The Cash
The Bond Management Company
Fund of Trust of Stock
America America Fund Total
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets
Investments, at fair market value:
MicroAge, Inc. common stock $ -- $ -- $ 871,873 $2,154,714
Mutual funds 536,515 -- -- 4,966,583
Money market securities -- 210,858 14,525 298,027
-------- -------- ---------- ----------
536,515 210,858 886,398 7,419,324
Contributions receivable:
Employees 13,424 6,791 -- 215,438
Employer - MicroAge, Inc. common stock -- -- 393,642 393,642
-------- -------- ---------- ----------
13,424 6,791 393,642 609,080
Interfund transfers to be executed (1) (18,156) (13,975) -- --
Other receivables -- -- -- 83,405
-------- -------- ---------- ----------
Total assets 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
-------- -------- ---------- ----------
Net assets available for benefits $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 that were executed subsequent to the plan year
end.
11
<PAGE> 18
MICROAGE, INC. SCHEDULE III
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN (PAGE 1 OF 1)
401(k) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE FOUR MONTH PERIOD ENDED OCTOBER 29, 1995
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------
Capital Investment
Company EuroPacific World Growth Company of
Stock Growth and Income America
Fund Fund Fund Fund
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets
Additions to (reductions in) net assets attributed to:
Investment income (loss)
Interest $ 135 $ 143 $ 106 $ 91
Dividends -- -- 9,029 8,643
Net realized gain (loss) on investments (78,090) 1,843 564 1,445
Net change in unrealized appreciation
(depreciation) of investments (366,419) 42,728 39,824 68,431
---------- ---------- ---------- ----------
(444,374) 44,714 49,523 78,610
Contributions:
Employees 1,771 253,858 156,869 297,384
Employer -- -- -- --
---------- ---------- ---------- ----------
1,771 253,858 156,869 297,384
---------- ---------- ---------- ----------
Net additions (442,603) 298,572 206,392 375,994
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 149,896 35,274 25,324 39,548
---------- ---------- ---------- ----------
Net increase prior to interfund transfers (592,499) 263,298 181,068 336,446
Interfund transfers (3,334) 53,828 50,129 13,029
---------- ---------- ---------- ----------
Net increase (decrease) (595,833) 317,126 231,197 349,475
Net assets available for benefits:
Beginning of period 1,344,966 1,427,764 958,425 1,424,508
---------- ---------- ---------- ----------
End of period $ 749,133 $1,744,890 $1,189,622 $1,773,983
========== ========== ========== ==========
<CAPTION>
Non-
Participant
Participant Directed Directed
--------------------------------------- -----------
The Cash
Income The Bond Management Company
Fund of Fund of Trust of Stock
America America America Fund Total
----------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Additions to (reductions in) net assets attributed to:
Investment income (loss)
Interest $ 58 $ 12 $ 4,238 $ -- $ 4,783
Dividends 25,148 15,764 -- -- 58,584
Net realized gain (loss) on investments 711 622 -- (14,962) (87,867)
Net change in unrealized appreciation
(depreciation) of investments 45,618 6,049 -- (448,403) (612,172)
---------- -------- -------- ---------- ----------
71,535 22,447 4,238 (463,365) (636,672)
Contributions:
Employees 134,814 59,532 69,589 -- 973,817
Employer -- -- -- 140,769 140,769
---------- -------- -------- ---------- ----------
134,814 59,532 69,589 140,769 1,114,586
---------- -------- -------- ---------- ----------
Net additions 206,349 81,979 73,827 (322,596) 477,914
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 33,904 56,483 3,652 28,719 372,800
---------- -------- -------- ---------- ----------
Net increase prior to interfund transfers 172,445 25,496 70,175 (351,315) 105,114
Interfund transfers (59,385) (26,519) (27,748) -- --
---------- -------- -------- ---------- ----------
Net increase (decrease) 113,060 (1,023) 42,427 (351,315) 105,114
Net assets available for benefits:
Beginning of period 939,778 520,205 203,674 1,280,040 8,099,360
---------- -------- -------- ---------- ----------
End of period $1,052,838 $519,182 $246,101 $ 928,725 $8,204,474
========== ======== ======== ========== ==========
</TABLE>
12
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-26351) of MicroAge, Inc. of our report dated
April 24, 1996 appearing in this Form 11-K.
PRICE WATERHOUSE LLP
Phoenix, Arizona
April 24, 1996
