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 1, 1998
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 are 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 Statement of Net Assets Available for Benefits at November 1,
1998 and November 2, 1997.
2. Audited Statement of Changes in Net Assets Available for Benefits for
the Plan Year ended November 1, 1998.
See the Index to Financial Statements.
See also the Exhibits.
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
NOVEMBER 1, 1998 AND NOVEMBER 2, 1997
<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
I. Schedule of Investments at November 1, 1998 9
II. Statement of Net Assets Available for Benefits
with Fund Information at November 1, 1998 10
Statement of Net Assets Available for Benefits
with Fund Information at November 2, 1997 11
III. Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended November 1, 1998 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 statement 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 1, 1998 and November 2, 1997, and the
changes in net assets available for benefits for the period from November 3,
1997 to November 1, 1998, 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.
Phoenix, Arizona
April 26, 1999
1
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
November 1, November 2,
1998 1997
----------- -----------
Assets:
Investments, at fair value
(Cost: November 1, 1998 - $21,043,038
November 2, 1997 - $12,612,906)
MicroAge, Inc. common stock $ 2,902,484 $ 3,764,508
Mutual funds 19,970,398 12,929,813
Money market securities 947,376 362,302
Participant notes receivable 163,388 --
----------- -----------
23,983,646 17,056,623
----------- -----------
Contributions receivable
Employee 25,242 207,410
Employer - MicroAge, Inc. common stock 1,043,620 684,147
----------- -----------
1,068,862 891,557
----------- -----------
Net assets available for benefits $25,052,508 $17,948,180
=========== ===========
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 1,
1998
------------
Additions to net assets attributed to:
Investment income
Interest $ 28,904
Dividends 1,490,980
Net realized loss on investments (328,698)
Net change in unrealized appreciation/
depreciation of investments (628,251)
------------
562,935
------------
Contributions
Employee 9,012,909
Employer 1,043,620
------------
10,056,529
------------
Net additions 10,619,464
------------
Deductions from net assets attributed to:
Benefits paid to participants 3,506,208
Loan principal repayments 8,928
------------
Net deductions 3,515,136
------------
Net increase 7,104,328
Net assets available for benefits:
Beginning of the year 17,948,180
------------
End of the year $ 25,052,508
============
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 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. As of November 3,
1998, the ESOT feature was terminated. All the ESOT shares will remain in the
Plan, with all participants becoming fully vested. 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 and are US citizens. 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.
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. The Company has
historically matched 25% of a participant's contribution up to the first six
percent of the participant's salary contributed to the Plan. 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.
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
4
<PAGE>
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.
Plan assets are held in a single Trust Fund (the Trust Fund) managed by the
Trustee. Each participant elects from several investment options how their
contributions will be invested. The investment options and the number of
participants under each option at November 1, 1998 were as follows:
Number of Participants
----------------------
Company Stock Fund - this fund consists of
one hundred percent (100%) of
MicroAge, Inc. common stock. 1,246
EuroPacific Growth Fund - this fund consists of
investments in common stocks of companies
headquartered outside of the United States. 1,678
Capital World Growth and Income Fund - this fund
consists of investments in common stocks of the
largest and oldest companies from around the world. 1,828
The Investment Company of America Fund - this fund
consists of investments in common stock of
domestic corporations. 2,320
The Income Fund of America - this fund consists of
common stocks, bonds and money market securities. 1,549
The Bond Fund of America - this fund consists of
bonds and other marketable debt securities. 660
The Cash Management Trust of America - this fund
consists of money market securities. 394
The Participant Notes Fund 31
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 1,
1998, the Company contributed $1,043,620 in MicroAge, Inc.
common stock and made no cash contributions.
Loan transactions are treated as a transfer from (to) the investment fund to
(from) the Participant Notes Fund. Loan terms range from 1-5 years or up to 15
years for the acquisition or construction of a primary residence. Participant
loans are secured by the vested balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as determined by the
Advisory Committee. The interest rate for current loans outstanding is 10.5
percent. Principal and interest are paid ratably through semi-monthly payroll
deductions.
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 the amendment. Company matching contributions may be
discontinued and participation by the Company in the Plan may be terminated at
any time. Although it has not expressed any intent to do so, the Company has the
5
<PAGE>
right under the Plan to terminate the Plan subject to the provisions of ERISA.
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 1, 1998. Realized
gains or losses on security transactions are recorded as the difference between
proceeds received and the revalued cost. Revalued cost represents the 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.
PARTICIPANT NOTES RECEIVABLE
A participant's investment funds are reduced and the Participant Notes Fund
increased by the loan amount granted. Principal repayments reduce the
Participant Notes Fund and are reinvested in accordance with the participant's
instructions. Interest collected from participant loans is also reinvested in
the participant's investment fund and is presented as part of interest and
dividends.
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 were not accrued in the Plan's financial
statements. The amount at November 1, 1998, and November 2, 1997 was $58,266 and
$58,278, respectively.
ADMINISTRATIVE AND TRUSTEE EXPENSES
Expenses incurred to administer the Plan are paid directly by the Company.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities at the date of the
financial statements and the reported amount of additions to and deductions from
net assets during the reporting period. Actual results could differ from these
estimates.
6
<PAGE>
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 May 28, 1997, 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 five
percent or more of the Plan's net assets:
Description of investment November 1, 1998 November 2, 1997
- ------------------------- ---------------- ----------------
Company Stock Fund
MicroAge, Inc. common stock $2,902,484 $3,764,508
EuroPacific Growth Fund
Foreign common stocks 4,356,420 3,253,024
Capital World Growth and Income Fund
Global common stocks 4,200,076 2,700,135
The Investment Company of America Fund
Common stocks 7,336,369 4,120,677
The Income Fund of America
Common stocks, bonds
and money market securities 3,319,807 2,247,898
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.
The following is a summary of transactions in the Company's common stock:
Year ended Year ended
November 1, November 2,
Description 1998 1997
- ----------- ----------- -----------
Cost of shares purchased $179,618 $2,174
Number of shares purchased 12,893 126
Average per share cost purchased $ 13.93 $17.25
7
<PAGE>
NOTE 6 - NET REALIZED LOSSES ON INVESTMENTS
The net realized losses for the year ended November 1, 1998 are as follows:
Net
Revalued Realized
Proceeds Cost Losses
---------- ---------- ---------
MicroAge, Inc. common stock $ 657,931 $ 977,235 $(319,304)
Mutual funds 2,663,086 2,672,480 (9,394)
---------- ---------- ---------
$3,321,017 $3,649,715 $(328,698)
========== ========== =========
NOTE 7 - CHANGE IN UNREALIZED APPRECIATION
Unrealized Appreciation/Depreciation
-----------------------------------------
November 1, November 2,
1998 1997 Change
---------- ---------- ---------
MicroAge, Inc. common stock $1,641,283 $2,379,799 $(738,516)
Mutual funds 2,547,842 2,437,577 110,265
---------- ---------- ---------
$4,189,125 $4,817,376 $(628,251)
========== ========== =========
The closing price for MicroAge, Inc. common stock was $14.25 and $22.00 per
share on November 1, 1998 and November 2, 1997, respectively. On April 26, 1999,
the closing price for the common stock was $5.88 per share.
8
<PAGE>
SCHEDULE I
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
SCHEDULE OF INVESTMENTS
AT NOVEMBER 1, 1998
Number
of
shares/units Description of Investment Cost Market
- ------------ ------------------------- ----------- -----------
COMPANY STOCK FUND
203,683 MicroAge, Inc. common stock $ 2,010,212 $ 2,902,484
34 Money market securities 34 34
EUROPACIFIC GROWTH FUND
160,102 Foreign common stocks 4,036,189 4,356,420
67,497 Money market securities 67,497 67,497
CAPITAL WORLD GROWTH AND INCOME FUND
161,788 Global common stocks 3,756,871 4,200,076
92,790 Money market securities 92,790 92,790
THE INVESTMENT COMPANY OF AMERICA FUND
238,346 Common stocks 6,236,406 7,336,369
149,541 Money market securities 149,541 149,541
THE INCOME FUND OF AMERICA
186,294 Common stocks and bonds 3,126,946 3,319,807
68,105 Money market securities 68,105 68,105
THE BOND FUND OF AMERICA
56,420 Marketable debt securities 765,650 757,726
13,662 Money market securities 13,662 13,662
THE CASH MANAGEMENT TRUST OF AMERICA
555,747 Money market securities 555,747 555,747
THE PARTICIPANT NOTES FUND
163,388 Participant notes receivable 163,388 163,388
----------- -----------
Total investments at November 1, 1998 $21,043,038 $23,983,646
=========== ===========
9
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SCHEDULE II
WITH FUND INFORMATION (PAGE 1 OF 2)
AT NOVEMBER 1, 1998
<TABLE>
<CAPTION>
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 value
MicroAge, Inc. common stock $ -- $ -- $ -- $ -- $ --
Mutual funds -- 4,356,420 4,200,076 7,336,369 3,319,807
Money market securities 555,747 67,497 92,790 149,541 68,105
Participant notes receivable -- -- -- -- --
----------- ----------- ---------- ---------- ----------
555,747 4,423,917 4,292,866 7,485,910 3,387,912
----------- ----------- ---------- ---------- ----------
Contributions receivable
Employee 19,341 69 1,741 3,402 689
Employer -- -- -- -- --
----------- ----------- ---------- ---------- ----------
19,341 69 1,741 3,402 689
----------- ----------- ---------- ---------- ----------
Interfund transfers to be executed (1) (29,097) (98,759) (66,106) 68,778 25,830
----------- ----------- ---------- ---------- ----------
Net assets availible for benefits $ 545,991 $ 4,325,227 $4,228,501 $7,558,090 $3,414,431
=========== =========== ========== ========== ==========
Non-participant
Participant Directed Directed
------------------------------- -----------
The Bond Participant Company Company
Fund of Notes Stock Stock
America Fund Fund Fund TOTAL
-------- -------- ---------- ----------- -----------
Assets:
Investments at fair value
MicroAge, Inc. common stock $ -- $ -- $ 939,210 $ 1,963,274 $ 2,902,484
Mutual funds 757,726 -- -- -- 19,970,398
Money market securities 13,662 -- -- 34 947,376
Participant notes receivable -- 163,388 -- -- 163,388
-------- -------- ---------- ----------- -----------
771,388 163,388 939,210 1,963,308 23,983,646
-------- -------- ---------- ----------- -----------
Contributions receivable
Employee -- -- -- -- 25,242
Employer -- -- -- 1,043,620 1,043,620
-------- -------- ---------- ----------- -----------
-- -- -- 1,043,620 1,068,862
-------- -------- ---------- ----------- -----------
Interfund transfers to be executed (1) 75,868 21,005 2,481 -- --
-------- -------- ---------- ----------- -----------
Net assets availible for benefits $847,256 $184,393 $ 941,691 $ 3,006,928 $25,052,508
======== ======== ========== =========== ===========
</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>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SCHEDULE II
WITH FUND INFORMATION AT NOVEMBER 2, 1997 (PAGE 2 OF 2)
<TABLE>
<CAPTION>
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 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
Employee 5,543 47,532 46,319 66,142 33,884
Employer -- -- -- -- --
----------- ---------- ---------- ---------- ----------
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
=========== ========== ========== ========== ==========
Non-participant
Participant Directed Directed
------------------------- -----------
The Bond Company Company
Fund of Stock Stock
America Fund Fund TOTAL
----------- ---------- ----------- -----------
Assets:
Investments at fair 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
Employee 7,990 -- -- 207,410
Employer -- -- 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
11
<PAGE>
MICROAGE, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
401(k) PORTION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS SCHEDULE III
WITH FUND INFORMATION FOR THE YEAR ENDED NOVEMBER 1, 1998 (PAGE 1 OF 1)
<TABLE>
<CAPTION>
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>
Additions to net assets attributed to:
Investment income
Interest $ 23,216 $ 843 $ 983 $ 1,612 $ 752
Dividends 56 279,393 296,195 553,065 311,342
Net realized gain (loss) on sales of
investment -- 2,551 (1,118) 4,976 (13,886)
Net change in unrealized appreciation/
depreciation of investments -- (9,285) 27,121 224,660 (102,026)
----------- ----------- ----------- ---------- -----------
23,272 273,502 323,181 784,313 196,182
----------- ----------- ----------- ---------- -----------
Contributions
Employee 493,660 1,592,127 1,848,452 3,275,957 1,475,270
Employer -- -- -- -- --
----------- ----------- ----------- ---------- -----------
493,660 1,592,127 1,848,452 3,275,957 1,475,270
----------- ----------- ----------- ---------- -----------
Net Additions (Deductions) 516,932 1,865,629 2,171,633 4,060,270 1,671,452
----------- ----------- ----------- ---------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 324,958 542,531 666,870 930,749 522,456
Loan principal repayments -- -- -- -- --
----------- ----------- ----------- ---------- -----------
324,958 542,531 666,870 930,749 522,456
----------- ----------- ----------- ---------- -----------
Net increase (decrease) prior to
interfund transfers 191,974 1,323,098 1,504,763 3,129,521 1,148,996
Interfund transfers (9,131) (306,491) (75,024) 161,626 (18,370)
----------- ----------- ----------- ---------- -----------
Net increase (decrease) 182,843 1,016,607 1,429,739 3,291,147 1,130,626
Net assets available for benefits
Beginning of period 363,148 3,308,620 2,798,762 4,266,943 2,283,805
----------- ----------- ----------- ---------- -----------
End of period $ 545,991 $ 4,325,227 $ 4,228,501 $7,558,090 $ 3,414,431
=========== =========== =========== ========== ===========
Non-participant
Participant Directed Directed
------------------------------------ ---------------
The Bond Participant Company Company
Fund of Notes Stock Stock
America Fund Fund Fund TOTAL
--------- ----------- ----------- ------------ ------------
Additions to net assets attributed to:
Investment income
Interest $ 225 $ -- $ -- $ 1,273 $ 28,904
Dividends 50,929 -- -- -- 1,490,980
Net realized gain (loss) on sales of
investment (1,918) -- (89,405) (229,898) (328,698)
Net change in unrealized appreciation/
depreciation of investments (30,205) -- (321,231) (417,285) (628,251)
--------- ----------- ----------- ------------ ------------
19,031 -- (410,636) (645,910) 562,935
--------- ----------- ----------- ------------ ------------
Contributions
Employee 327,443 -- -- -- 9,012,909
Employer -- -- -- 1,043,620 1,043,620
--------- ----------- ----------- ------------ ------------
327,443 -- -- 1,043,620 10,056,529
--------- ----------- ----------- ------------ ------------
Net Additions (Deductions) 346,474 -- (410,636) 397,710 10,619,464
--------- ----------- ----------- ------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 160,353 -- 79,239 279,052 3,506,208
Loan principal repayments -- 8,928 -- -- 8,928
--------- ----------- ----------- ------------ ------------
160,353 8,928 79,239 279,052 3,515,136
--------- ----------- ----------- ------------ ------------
Net increase (decrease) prior to
interfund transfers 186,121 (8,928) (489,875) 118,658 7,104,328
Interfund transfers 82,659 193,321 (28,590) -- --
--------- ----------- ----------- ------------ ------------
Net increase (decrease) 268,780 184,393 (518,465) 118,658 7,104,328
Net assets available for benefits
Beginning of period 578,476 -- 1,460,156 2,888,270 17,948,180
--------- ----------- ----------- ------------ ------------
End of period $ 847,256 $ 184,393 $ 941,691 $ 3,006,928 $ 25,052,508
========= =========== =========== ============ ============
</TABLE>
12
<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 30, 1999
13
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.*
- ----------- ----------- ---------
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 the 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 the 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)
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.*
- ----------- ----------- ---------
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)
4.1.5 Fifth Amendment dated January 31, 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 the quarter ended
February 2, 1997)
4.1.6 Sixth Amendment dated August 1, 1997 to the Amended
and Restated MicroAge, Inc. Retirement Savings and
Employees Stock Ownership Plan and Trust Agreement
(Incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q for the quarter ended
August 3, 1997)
4.1.7 Seventh Amendment dated April 2, 1998 to the Amended
and Restated MicroAge, Inc. Retirement Savings and
Employees Stock Ownership Plan and Trust Agreement
(Incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q for the quarter ended
May 3, 1998)
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.*
- ----------- ----------- ---------
4.1.8 Eighth Amendment dated April 2, 1998 to the Amended
and Restated MicroAge, Inc. Retirement Savings and
Employees Stock Ownership Plan and Trust Agreement
(Incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q for the quarter ended
May 3, 1998)
23 Consent of Independent Accountants
* Included only in manually signed original.
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-73273) of MicroAge, Inc. of our report dated
April 26, 1999 appearing in this Form 11-K.
PricewaterhouseCoopers LLP
Phoenix, Arizona
April 26, 1999
