UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
Under the Securities Exchange Act of 1934
MicroAge, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
594928103
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(CUSIP Number)
Thomas E. Kruger
Battle Fowler LLP
75 East 55th Street
New York, NY 10022
(212) 856-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page (however, see the Notes).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
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633930.2
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CUSIP NO. 594928103
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leo James Russell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
932,039
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NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 932,039
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SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,039
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock (the "Shares") of
MicroAge, Inc. (the "Issuer"), whose principal executive offices are located at
2400 South MicroAge Way, Tempe, Arizona 85292-1896.
Item 2. Identity and Background.
(a)-(c) and (f). This Statement is filed by Leo James
Russell ("Russell"). Russell is hereinafter referred to as the "Reporting
Person."
Russell was the sole shareholder of Pride Technologies
Incorporated, a New Jersey Corporation ("Pride"), acquired by the Issuer in
September 1997. Russell maintains his business address at c/o Pride Technologies
Incorporated, 450 Raritan Parkway, Edison, NJ 08837. Russell's present principal
occupation is as an executive level manager of Pride.
Russell is a U.S. citizen.
(d) and (e). The Reporting Person has not during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired the Shares pursuant to a merger
(the "Merger") in which all of his shares of capital stock of Pride
(representing all of the outstanding shares of capital stock of Pride) were
converted into the Shares.
Item 4. Purpose of Transaction.
This Statement is being filed pursuant to of Rule 13d-1(a)
under the Securities Exchange Act of 1934, as amended (the "Act"), as a result
of the Reporting Person's acquisition of the Shares in the Merger.
Except as specified below in response to Item 6, depending on
market conditions and other factors that the Reporting Person may deem material
to his investment decision, the Reporting Person may sell from time to time on
the open market or in private transactions all or a portion of the Shares he now
owns or hereafter may acquire.
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SCHEDULE 13D
The Reporting Person has no present plans or proposals that
relate to or that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D under the Act.
Item 5. Interest in Securities of the Issuer.
(a) and (b). The aggregate percentage of Shares reported owned
by the Reporting Group is based upon 15,788,837 Shares outstanding as reported
in the Issuer's Quarterly Report on Form 10-Q, for the fiscal quarter ending
August 3, 1997, as increased by the 932,039 Shares issued in the Merger. As of
the close of business on September 8, 1997, the Reporting Person beneficially
owned and has the sole power to vote and dispose of in the aggregate 932,039
Shares, constituting approximately 5.6% of the Shares outstanding.
The Reporting Person does not directly or indirectly own or
otherwise have sole or shared power to vote or dispose of any Shares other than
the Shares described above.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The Issuer has agreed to file, by October 31, 1997, and use
all reasonable efforts to cause to become effective, a registration statement
covering the resale by the Reporting Person of the Shares, and to maintain the
effectiveness of that registration statement until the Reporting Person is free
to resell the Shares pursuant to Rule 144 of the Securities Act without volume
limitations.
The Reporting Person has agreed not to transfer or reduce his
risk relative to the Shares, including the sale, pledge, exchange or other
disposition of the Shares, until the date (the "Cut-Off Date") on which the
Issuer has published combined results of operations of the Issuer and Pride
which cover a period of at least 30 days following the Merger.
The Reporting Person has also deposited 93,204 of the Shares
in escrow with a third-part escrow agent, which Shares may be used to satisfy
payment of certain claims, losses or liabilities with respect to Pride against
which the Reporting Person has agreed to indemnify the Issuer. The escrow is
expected to terminate on the Cut-Off Date, except with respect to any
indemnification claims asserted by the Issuer prior to that date.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 19, 1997
By:/s/ Leo James Russell
Name: Leo James Russell
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