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 (No fee required, effective October 7, 1996) For the fiscal
year ended November 2, 1997
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
(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>
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 November 2, 1997 and November 3, 1996.
2. Audited Statements of Changes in Net Assets Available for
Benefits for the Plan Year ended November 2, 1997.
See the Index to Financial Statements.
See also the Exhibits.
<PAGE>
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" - WELLS FARGO
By: /s/ Laura J. Cox
----------------
(Signature)
Title: Assistant Vice President
Date: April 27, 1998
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401 (k) PORTION
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
NOVEMBER 2, 1997 AND NOVEMBER 3, 1996
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401 (k) PORTION
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants 1
Statement 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 November 2, 1997 9
II. Statement of Net Assets Available for Benefits
with Fund Information at November 2, 1997 10
Statement of Net Assets Available for Benefits
with Fund Information at November 3, 1996 11
III. Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended November 2, 1997 12
<PAGE>
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 November 2, 1997 and November 3, 1996, and the
changes in net assets available for benefits for the period from November 4,
1996 to November 2, 1997, 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 performed 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 the purpose of additional analysis and is not a
required part of the basic financial statements. Further, the Fund Information
presented in Schedules II and III is presented for the purpose of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. Schedules I, II and
III 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
Phoenix, Arizona
April 27, 1998
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(K) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
November 2, November 3,
1997 1996
------------------ -----------------
<S> <C> <C>
Assets:
Investments, at fair market value
(Cost: November 2, 1997 - $12,612,906
November 3, 1996 - $10,316,811)
MicroAge, Inc. common stock $ 3,764,508 $ 3,288,441
Mutual funds 12,929,813 9,204,368
Money market securities 362,302 459,022
------------------ -----------------
17,056,623 12,951,831
------------------ -----------------
Contributions receivable:
Employees 207,410 -
Employer - MicroAge, Inc. common stock 684,147 474,410
------------------ -----------------
891,557 474,410
------------------ -----------------
Total assets 17,948,180 13,426,241
------------------ -----------------
Liabilities:
Other - 123,382
------------------ -----------------
Total liabilities - 123,382
------------------ -----------------
Net assets available for benefits $ 17,948,180 $ 13,302,859
================== =================
</TABLE>
The accompanying notes are an integral
part of these financial statements.
2
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(K) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended
November 2,
1997
---------------
Additions to net assets attributed to:
Investment income:
Interest $ 20,361
Dividends 719,322
Net realized gain on investments 202,735
Net change in unrealized appreciation of investments 1,762,555
---------------
2,704,973
---------------
Contributions:
Employees 3,869,832
Employer 684,147
---------------
4,553,979
---------------
Net additions 7,258,952
Deductions from net assets attributed to:
Benefits paid to participants 2,613,631
---------------
Net increase 4,645,321
Net assets available for benefits:
Beginning of the year 13,302,859
---------------
End of the year $ 17,948,180
===============
The accompanying notes are an integral
part of these financial statements.
3
<PAGE>
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 also 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 Retirement Savings and Employee Stock Ownership Plan. The Plan also includes
a non-qualified supplemental executive plan, whose assets are not commingled
with those attributable to the 401(k) or ESOT.
The Plan is a defined contribution plan covering substantially all employees of
the Company who have attained at least 21 years of age, are U.S. 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.
The Plan year coincides with the Company's fiscal year which ends on the Sunday
nearest October 31 in each calendar year. The Plan years ended November 2, 1997
and November 3, 1996 included 52 and 53 weeks, respectively.
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 Company stock) in any of the Plan's investment options.
As of July 1, 1995, participants were no longer permitted to invest new funds
into the Company 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
contributions 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. Participants may change their allocations or elections the
first day of each Plan quarter.
4
<PAGE>
The participant's contributions vest immediately. The Company's matching
contributions vest based on years of service as follows:
Years of Service Vesting Percentage
---------------- ------------------
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%
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 year ended November 2, 1997, $8,684 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. Each participant elects from seven investment options how his
contributions will be invested. The investment options and the number of
participants under each option at November 2, 1997 were as follows:
<TABLE>
<CAPTION>
Participants at November 2, 1997
--------------------------------
<S> <C>
Company Stock Fund - this fund consists
one hundred percent (100%) of
MicroAge, Inc. common stock. 968
EuroPacific Growth Fund - this fund consists of
investments in common stocks of companies
headquartered outside of the United States. 1,188
Capital World Growth and Income Fund - this fund
consists of investments in common stocks of the
largest and oldest companies from around the world. 1,179
Investment Company of America Fund - this fund
primarily consists of investments in common stock of
domestic corporations. 1,376
Income Fund of America - this fund consists of
common stocks, bonds and money market securities. 912
The Bond Fund of America - this fund consists of
bonds and other marketable debt securities. 405
The Cash Management Trust of America - this fund
consists of money market securities. 245
</TABLE>
5
<PAGE>
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 unless the participant is fully vested
under the plan. If a participant is fully vested under the plan, they may make
an election to invest all or any portion of their employer matching contribution
account in any of the Plan's investment options. For the year ended November 2,
1997, the Company contributed $684,147 in MicroAge, Inc. common stock and made
no cash contributions.
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.
The Plan may be amended at any time; however, no such amendment may adversely
affect the rights of the participants in the Plan with respect to contributions
made prior to the date of amendment. Company matching contributions may be
discontinued and participation by the Company in the Plan may be terminated at
any time. In the event the Plan is terminated, each participant will receive the
full amount of Plan assets in his account.
Wells Fargo Bank Trust (Wells Fargo Bank) acts as trustee and investment manager
of the Plan. The trustee maintains account records of individual participants
and provides quarterly 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 November 2, 1997. Realized
gains or losses on security transactions are recorded as the difference between
proceeds received and revalued cost. Revalued cost represents fair value of the
security at the end of the prior year, or cost if acquired during the year.
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.
6
<PAGE>
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 $58,278 at November 2, 1997
were not accrued in the Plan's financial statements. No such amounts existed at
November 3, 1996.
Administrative and Trustee expenses
- -----------------------------------
Expenses incurred to administer the Plan are paid directly by the Company.
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 January 25, 1996, 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. Accordingly, no application has
been made for an updated determination letter.
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>
Description of investment November 2, 1997 November 3, 1996
- ------------------------- ---------------- ----------------
<S> <C> <C>
Company Stock Fund
MicroAge, Inc. common stock $ 3,764,508 $ 3,288,441
EuroPacific Growth Fund
Foreign common stocks 3,253,024 2,515,683
Capital World Growth and Income Fund
Global common stocks 2,700,135 1,894,367
The Investment Company of America Fund
Common stocks 4,120,677 2,700,631
The Income Fund of America
Common stocks, marketable debt
securities and money market securities 2,247,898 1,529,335
</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>
The following is a summary of transactions in the Company's common stock:
Year ended
----------------------------
November 2, November 3,
------------- -------------
Description 1997 1996
- ----------- ------------- -------------
Cost of shares purchased $ 2,174 $ -
Number of shares purchased 126 -
Average per share cost purchase $ 17.25 $ -
NOTE 6 - REALIZED GAINS ON INVESTMENTS
- --------------------------------------
The realized gains for the year ended November 2, 1997 are as follows:
Revalued Realized
Proceeds Cost Gains
------------- ------------- -------------
MicroAge, Inc. common stock $ 646,831 $ 590,337 $ 56,494
Mutual funds 1,992,702 1,846,461 146,241
------------- ------------- -------------
$ 2,639,533 $ 2,436,798 $ 202,735
============ ============ =============
NOTE 7 - CHANGE IN UNREALIZED APPRECIATION
- ------------------------------------------
Unrealized Appreciation
-----------------------------------------
November 2, November 3,
1997 1996 Change
------------ ------------ ------------
MicroAge, Inc. common stock $ 2,379,799 $ 1,789,979 $ 589,820
Mutual funds 2,437,577 1,264,842 1,172,735
------------ ------------ ------------
$ 4,817,376 $ 3,054,821 $ 1,762,555
============ ============ ============
The closing price for MicroAge, Inc. common stock was $ 22.00 and $ 19.38 per
share on November 2, 1997 and November 3, 1996, respectively. On April 27, 1998,
the closing price for the common stock was $15.13 per share.
8
<PAGE>
SCHEDULE I
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
SCHEDULE OF INVESTMENTS
AT NOVEMBER 2, 1997
<TABLE>
<CAPTION>
Number
of
shares Description of Investment Cost Market
- ----------------- ------------------------- --------------------- ---------------------
<S> <C> <C> <C>
170,754 Company Stock Fund $ 1,561,480 $ 3,764,508
------------------
MicroAge, Inc. Common stock
119,773 EuroPacific Growth Fund 2,874,620 3,253,024
-----------------------
Foreign common stocks
104,860 Capital World Growth and Income Fund 2,213,461 2,700,135
------------------------------------
Global common stock
138,743 Investment Company of America Fund 3,130,242 4,120,677
----------------------------------
Common Stocks
120,595 Income Fund of America 1,892,915 2,247,898
----------------------
Common stocks, marketable debt
securities and money market securities
43,434 The Bond Fund of America 577,886 608,079
------------------------
Marketable Debt Securities
362,302 The Cash Management Trust of America 362,302 362,302
------------------------------------
Money market securities
--------------------- ---------------------
Total investments at November 2, 1997 $ 12,612,906 $ 17,056,623
===================== =====================
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(K) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE II
AT NOVEMBER 2, 1997 (PAGE 1 OF 2)
Participant Directed
----------------------------------------------------------------------------
The Cash Capital Investment
Management EuroPacific World Growth Company of Income
Trust of Growth and Income America Fund of
America Fund Fund Fund America
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value
MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ --
Mutual funds -- 3,253,024 2,700,135 4,120,677 2,247,898
Money market securities 362,302 -- -- -- --
------------ ------------ ------------ ------------ ------------
362,302 3,253,024 2,700,135 4,120,677 2,247,898
Contributions receivable:
Employees 5,543 47,532 46,319 66,142 33,884
Employer - MicroAge, Inc. common stock -- -- -- -- --
------------ ------------ ------------ ------------ ------------
5,543 47,532 46,319 66,142 33,884
Interfund transfers to be executed (1) (4,697) 8,064 52,308 80,124 2,023
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 363,148 $ 3,308,620 $ 2,798,762 $ 4,266,943 $ 2,283,805
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Non-participant
Directed
---------------------------- ------------
The Bond Company Company
Fund of Stock Stock
America Fund Fund TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair market value
MicroAge, Inc. common stock $ -- $ 1,460,156 $ 2,304,352 $ 3,764,508
Mutual funds 608,079 -- -- 12,929,813
Money market securities -- -- -- 362,302
------------ ------------ ------------ ------------
608,079 1,460,156 2,304,352 17,056,623
Contributions receivable:
Employees 7,990 -- -- 207,410
Employer - MicroAge, Inc. common stock -- -- 684,147 684,147
------------ ------------ ------------ ------------
7,990 -- 684,147 891,557
Interfund transfers to be executed (1) (37,593) -- (100,229) --
------------ ------------ ------------ ------------
Net assets available for benefits $ 578,476 $ 1,460,156 $ 2,888,270 $ 17,948,180
============ ============ ============ ============
</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.
10
<PAGE>
<TABLE>
<CAPTION>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(K) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE II
AT NOVEMBER 3, 1996 (PAGE 2 OF 2)
Participant Directed
----------------------------------------------------------------------------
The Cash Capital Investment
Management EuroPacific World Growth Company of Income
Trust of Growth and Income America Fund of
America Fund Fund Fund America
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair market value
MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ --
Mutual funds -- 2,515,683 1,894,367 2,700,631 1,529,335
Money market securities 333,652 35,745 26,751 38,261 18,800
------------ ------------ ------------ ------------ ------------
333,652 2,551,428 1,921,118 2,738,892 1,548,135
Contributions receivable:
Employer - MicroAge, Inc. common stock -- -- -- -- --
------------ ------------ ------------ ------------ ------------
-- -- -- -- --
Interfund transfers to be executed (1) (29) (3,357) (909) 6,003 2,013
------------ ------------ ------------ ------------ ------------
Total assets 333,623 2,548,071 1,920,209 2,744,895 1,550,148
Liabilities
Other (2) 4,336 25,910 28,737 43,155 11,522
------------ ------------ ------------ ------------ ------------
Total liabilities 4,336 25,910 28,737 43,155 11,522
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 329,287 $ 2,522,161 $ 1,891,472 $ 2,701,740 $ 1,538,626
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Non-participant
Directed
---------------------------- ------------
The Bond Company Company
Fund of Stock Stock
America Fund Fund TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair market value
MicroAge, Inc. common stock $ -- $ 1,418,134 $ 1,870,307 $ 3,288,441
Mutual funds 564,352 -- -- 9,204,368
Money market securities 5,813 -- -- 459,022
------------ ------------ ------------ ------------
570,165 1,418,134 1,870,307 12,951,831
Contributions receivable:
Employer - MicroAge, Inc. common stock -- -- 474,410 474,410
------------ ------------ ------------ ------------
-- -- 474,410 474,410
Interfund transfers to be executed (1) 2,460 -- (6,181) --
------------ ------------ ------------ ------------
Total assets 572,625 1,418,134 2,338,536 13,426,241
Liabilities
Other (2) 3,570 -- 6,152 123,382
------------ ------------ ------------ ------------
Total liabilities 3,570 -- 6,152 123,382
------------ ------------ ------------ ------------
Net assets available for benefits $ 569,055 $ 1,418,134 $ 2,332,384 $ 13,302,859
============ ============ ============ ============
</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 employee contributions refunds. The refunds are
based on the results of the nondiscrimination tests performed by Watson
& Wyatt, Co. and were remitted to Plan participants subsequent to the
end of the period.
11
<PAGE>
<TABLE>
<CAPTION>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(K) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION SCHEDULE III
FOR THE YEAR ENDED NOVEMBER 2, 1997 (PAGE 1 OF 1)
Participant Directed
----------------------------------------------------------------------------------
The Cash Capital Investment
Management EuroPacific World Growth Company of Income The Bond
Trust of Growth and Income America Fund of Fund of
America Fund Fund Fund America America
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 17,135 $ 806 $ 631 $ 896 $ 429 $ 203
Dividends -- 182,232 138,515 183,213 168,921 46,441
Net realized gain on sales of investment -- 34,639 32,142 64,694 13,750 1,016
Net change in unrealized appreciation of --
investments -- 124,177 250,549 615,122 172,875 10,012
----------- ----------- ----------- ----------- ----------- -----------
17,135 341,854 421,837 863,925 355,975 57,672
Contributions:
Employees 146,585 980,801 770,791 1,142,850 629,216 199,589
Employer -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
146,585 980,801 770,791 1,142,850 629,216 199,589
----------- ----------- ----------- ----------- ----------- -----------
Net Additions 163,720 1,322,655 1,192,628 2,006,775 985,191 257,261
Deductions from net assets attributed to:
Benefits paid to participants 50,461 555,028 436,660 624,602 254,471 161,613
----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 113,259 767,627 755,968 1,382,173 730,720 95,648
Interfund transfers (79,398) 18,832 151,322 183,030 14,459 (86,227)
----------- ----------- ----------- ----------- ----------- -----------
Net increase 33,861 786,459 907,290 1,565,203 745,179 9,421
Net assets available for benefits:
Beginning of period 329,287 2,522,161 1,891,472 2,701,740 1,538,626 569,055
----------- ----------- ----------- ----------- ----------- -----------
End of period $ 363,148 $ 3,308,620 $ 2,798,762 $ 4,266,943 $ 2,283,805 $ 578,476
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Non-participant
Directed
--------------- -----------
Company Company
Stock Stock
Fund Fund TOTAL
----------- ----------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 261 $ -- $ 20,361
Dividends -- -- 719,322
Net realized gain on sales of investment 22,758 33,736 202,735
Net change in unrealized appreciation of
investments 304,312 285,508 1,762,555
----------- ----------- -----------
327,331 319,244 2,704,973
Contributions:
Employees -- -- 3,869,832
Employer -- 684,147 684,147
----------- ----------- -----------
-- 684,147 4,553,979
----------- ----------- -----------
Net Additions 327,331 1,003,391 7,258,952
Deductions from net assets attributed to:
Benefits paid to participants 194,200 336,596 2,613,631
----------- ----------- -----------
Net increase prior to interfund transfers 133,131 666,795 4,645,321
Interfund transfers (91,109) (110,909) --
----------- ----------- -----------
Net increase 42,022 555,886 4,645,321
Net assets available for benefits:
Beginning of period 1,418,134 2,332,384 13,302,859
----------- ----------- -----------
End of period $ 1,460,156 $ 2,888,270 $17,948,180
=========== =========== ===========
</TABLE>
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.*
- ----------- ----------- ---------
<S> <C> <C>
4.1 Amended and Restated MicroAge, Inc. Retirement
Savings and Employees Stock Ownership Plan and
Trust Agreement (Incorporated by reference to
Exhibit 10.14 to the Annual Report on Form 10-K
for fiscal year ended October 30, 1994)
4.1.1 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 quarter ended
April 30, 1995)
4.1.2 Second Amendment dated March 14, 1996 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 Annual Report on Form 10-Q for
quarter ended July 28, 1996)
4.1.3 Third Amendment dated November 4, 1996 to the
Amended and Restated MicroAge, Inc. Retirement
Savings and Employees Stock Ownership Plan and
Trust Agreement (Incorporated by reference to
Exhibit 10.22.3 to the Annual Report on Form 10-K
for fiscal year ended November 3, 1996)
4.1.4 Fourth Amendment dated December 4, 1996 to the
Amended and Restated MicroAge, Inc. Retirement
Savings and Employees Stock Ownership Plan and
Trust Agreement (Incorporated by reference to
Exhibit 10.22.4 to the Annual Report on Form 10-K
for fiscal year ended November 3, 1996)
</TABLE>
*Included only in manually signed original
E - 1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.*
- ----------- ----------- ---------
<S> <C> <C>
4.1.5 Fifth Amendment dated January 1, 1997 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 quarter ended February 2, 1997)
23 Consent of Independent Accountants
</TABLE>
*Included only in manually signed original
E - 2
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
27, 1998 appearing in this Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Phoenix, Arizona
April 27, 1998
