-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmyekgP3/ZpNTZT3LHwtGq4ADhxmmWAtx2MyAITeg8XxdSvdsn70EydSXtLaTd7a T/L+GaDEwNW4IbqFCahjIg== 0000790703-98-000004.txt : 19980601 0000790703-98-000004.hdr.sgml : 19980601 ACCESSION NUMBER: 0000790703-98-000004 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980131 FILED AS OF DATE: 19980529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH DATA CORP CENTRAL INDEX KEY: 0000790703 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 591578329 STATE OF INCORPORATION: FL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-14625 FILM NUMBER: 98634402 BUSINESS ADDRESS: STREET 1: 5350 TECH DATA DR CITY: CLEARWATER STATE: FL ZIP: 34620 BUSINESS PHONE: 8135397429 MAIL ADDRESS: STREET 1: 5350 TECH DATA DRIVE CITY: CLEARWATER STATE: FL ZIP: 34620 10-K405/A 1 AMEND NO. 1 TO TECH DATA CORP FORM 10K - 1/31/98 - -------------------------------------------------------------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K405/A AMENDMENT NO. 1 --------------------------- (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended January 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 0-14625 TECH DATA CORPORATION (Exact name of registrant as specified in its charter) ------------------------------------------- Florida No. 59-1578329 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 5350 Tech Data Drive, Clearwater, FL 33760 (Address of principal executive offices) (Zip Code) --------------------------------------------- Registrant's telephone number including area code: (813) 539-7429 Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.0015 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to this Form 10-K. [X] Aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 1998: $1,698,978,000 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at March 31, 1998 Common stock, par value $.0015 per share 48,267,064 DOCUMENTS INCORPORATED BY REFERENCE None ================================================================================ - -------------------------------------------------------------------------------- NOTE: The purpose of this amendment is to file exhibits previously indicated as "to be filed by amendment" within the Tech Data Corporation Form 10-K for the period ended January 31, 1998. PART IV ITEM 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K (a) Listed below are the financial statements and the schedule filed as part of this report: Financial Statements Report of Independent Certified Public Accountants........................(+) Consolidated Balance Sheet at January 31, 1998 and 1997...................(+) Consolidated Statement of Income for the three years ended January 31, 1998....................................................................(+) Consolidated Statement of Changes in Shareholders' Equity for the three years ended January 31, 1998......................................(+) Consolidated Statement of Cash Flows for the three years ended January 31, 1998................................................................(+) Notes to Consolidated Financial Statements................................(+) Financial Statement Schedule Report of Independent Certified Public Accountants on Financial Statement Schedule................................................................(+) Consent of Independent Certified Public Accountants.......................(+) Schedule II. -- Valuation and qualifying accounts.........................(+) (+) Filed previously within the Tech Data Corporation Form 10-K for the period ended January 31, 1998. All schedules and exhibits not included are not applicable, not required or would contain information which is shown in the financial statements or notes thereto. (b) The Company was not required to file a report on Form 8-K during the fiscal year ended January 31, 1998. (c) The exhibit numbers on the following list correspond to the numbers in the exhibit table required pursuant to Item 601 of Regulation S-K. 3-A(1) -- Articles of Incorporation of the Company as amended to April 23, 1986. 3-B(2) -- Articles of Amendment to Articles of Incorporation of the Company filed on August 27, 1987. 3-C(13) -- By-Laws of the Company as amended to November 28, 1995. 30 3-F(9) -- Articles of Amendment to Articles of Incorporation of the Company filed on July 15, 1993. 4-E(15) -- Articles of Amendment to Articles of Incorporation of the Company filed on June 25, 1997. 10-F(4) -- Incentive Stock Option Plan, as amended, and form of option agreement. 10-G(10) -- Employee Stock Ownership Plan as amended December 16, 1994. 10-V(5) -- Employment Agreement between the Company and Edward C. Raymund dated as of January 31, 1991. 10-W(5) -- Irrevocable Proxy and Escrow Agreement dated April 5, 1991. 10-X(6) -- First Amendment to the Employment Agreement between the Company and Edward C. Raymund dated November 13, 1992. 10-Y(6) -- First Amendment in the nature of a Complete Substitution to the Irrevocable Proxy and Escrow Agreement dated November 13, 1992. 10-Z(7) -- 1990 Incentive and Non-Statutory Stock Option Plan as amended. 10-AA(7) -- Non-Statutory Stock Option Grant Form. 10-BB(7) -- Incentive Stock Option Grant Form. 10-CC(8) -- Employment Agreement between the Company and Steven A. Raymund dated February 1, 1992. 10-EE(10) -- Retirement Savings Plan as amended January 26, 1994. 10-FF(9) -- Revolving Credit and Reimbursement Agreement dated December 22, 1993. 10-GG(9) -- Transfer and Administration Agreement dated December 22, 1993. 10-HH(10) -- Amendments (Nos.1-4) to the Transfer and Administration Agreement. 10-II(10) -- Amended and Restated Revolving Credit and Reimbursement Agreement dated July 28, 1994, as amended. 10-JJ(10) -- Revolving Foreign Currency Agreement dated August 4, 1994, as amended. 10-KK(13) -- Amendments (Nos.5,6) to the Transfer and Administration Agreement 10-LL(13) -- Amendments (Nos. 3-5) to the Amended and Restated Revolving Credit and Reimbursement Agreement dated July 28, 1994, as amended. 10-MM(13) -- Amendments (Nos. 3-5) to the Revolving Foreign Currency Agreement dated August 4, 1994, as amended. 10-NN(12) -- Non-Employee Directors' 1995 Non-Statutory Stock Option Plan. 10-OO(12) -- 1995 Employee Stock Purchase Plan. 10-PP(12) -- Employment Agreement between the Company and A. Timothy Godwin dated as of December 5, 1995. 10-QQ(14) -- Amended and Restated Transfer and Administration Agreement dated January 21, 1997. 10-RR(14) -- Amendment Number 1 to the Amended and Restated Transfer and Administration Agreement dated March 3, 1997. 10-SS(14) -- Revolving Credit and Reimbursement Agreement dated May 23, 1996. 10-TT(15) -- Amendment Number 2 to the Amended and Restated Transfer and Administration Agreement dated July 29, 1997. 10-UU(15) -- Revolving Credit and Reimbursement Agreement dated August 28, 1997. 10-VV(3) -- Amendment Number 3 to the Amended and Restated Transfer and Administration Agreement dated December 18, 1997. 21(3) -- Subsidiaries of Registrant. 31 27(16) -- Financial Data Schedule (included in the electronic version only.) 99-A(16) -- Cautionary Statement For Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. - ------------- (1) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-1, File No. 33-4135. (2) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-1, File No. 33-21997. (3) Filed herewith. (4) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-8, File No. 33-21879. (5) Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended July 31, 1991, File No. 0-14625. (6) Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended October 31, 1992, File No. 0-14625. (7) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-8, File No. 33-41074. (8) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1993, File No. 0-14625. (9) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1994, File No. 0-14625. (10) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1995, File No. 0-14625. (11) Incorporated by reference to the Exhibits included in the Company's Form 8-K filed on March 26, 1996, File No. 0-14625. (12) Incorporated by reference to the Exhibits included in the Company's Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625. (13) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1996, File No. 0-14625. (14) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1997, File No. 0-14625. (15) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-3, File No. 333-36999. (16) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1998, File No. 0-14625. 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 29th day of May 1998. TECH DATA CORPORATION By /s/ STEVEN A. RAYMUND --------------------- Steven A. Raymund Chairman of the Board of Directors; Chief Executive Officer POWER OF ATTORNEY Each person whose signature to this Report on Form 10-K405/A appears below hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them, as his attorney-in-fact to sign on his behalf individually and in the capacity stated below and to file any and all amendments and post-effective amendments to this Report on Form 10-K405/A, and any and all instruments or documents filed as a part of or in connection with this Report on Form 10-K/A or such amendments thereto, and the attorney-in-fact, or either of them, may make such changes and additions to this Report on Form 10-K405/A as the attorney-in-fact, or either of them, may deem necessary or appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ STEVEN A. RAYMUND Chairman of the Board of Directors; May 29, 1998 - ---------------------------- Chief Executive Officer Steven A. Raymund /s/ JEFFERY P. HOWELLS Executive Vice President; May 29, 1998 - ---------------------------- Chief Financial Officer; Jeffery P. Howells (principal financial officer) /s/ JOSEPH B. TREPANI Senior Vice President and Corporate May 29, 1998 - ---------------------------- Controller;(principal accounting Joseph B. Trepani officer) /s/ ARTHUR W. SINGLETON Vice President, Treasurer and May 29, 1998 - ---------------------------- Secretary Arthur W. Singleton /s/ CHARLES E. ADAIR Director May 29, 1998 - ---------------------------- Charles E. Adair /s/ DANIEL M. DOYLE Director May 29, 1998 - ---------------------------- Daniel M. Doyle /s/ DONALD F. DUNN Director May 29, 1998 - ---------------------------- Donald F. Dunn /s/ EDWARD C. RAYMUND Director; Chairman Emeritus May 29, 1998 - ---------------------------- Edward C. Raymund /s/ DAVID M. UPTON Director May 29, 1998 - ---------------------------- David M. Upton /s/ JOHN Y. WILLIAMS Director May 29, 1998 - ---------------------------- John Y. Williams
EX-10.VV 2 - -------------------------------------------------------------------------------- AMENDMENT NUMBER 3 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NUMBER 3 TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of December 18, 1997, among TECH DATA FINANCE, INC., a California corporation, as transferor (the "Transferor"), TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as collection agent and as guarantor (in such capacities respectively, the "Collection Agent" and the "Guarantor"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"), and NATIONSBANK, N.A., a national banking association ("NationsBank"), as agent for the Company and the Bank Investors (in such capacity, the "Agent") and as a Bank Investor, amending that certain Amended and Restated Transfer and Administration Agreement dated as of January 21, 1997 among the Transferor, the Collection Agent, the Guarantor, the Company, the Agent and the Bank Investor, as amended by Amendment Number 2 thereto, dated as of July 29, 1997 (the "Original Agreement" and said agreement as amended by this Amendment, the "Agreement"). WHEREAS, the Transferor has requested certain amendments to the Original Agreement; WHEREAS, on the terms and conditions set forth herein, the parties hereto consent to such amendments; and WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Original Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows: SECTION 1. Amendment to Definitions. (a) The definition of "Facility Limit" is hereby amended by deleting the amount "408,000,000" in the text thereof and replacing it with the amount "331,500,000". (b) The definition of "Maximum Net Investment" is hereby amended by deleting the amount "400,000,000" in the text thereof and replacing it with the amount "325,000,000". (c) The definition of "Loss Reserve" is hereby amended by deleting the amount "33,000,000" in the text of the final paragraph thereof and replacing it with the amount "27,100,000". 1 (d) The definition of "Commitment Termination Date" is hereby amended by deleting the date "December 31, 1997" in the text thereof and replacing it with the date "December 30, 1998" SECTION 2. Conditions to Effectiveness. This amendment shall become effective when the Company has executed this Amendment and has received counterparts of this Amendment executed by the Transferor, the Agent and the Bank Investors. SECTION 3. Representations and Warranties. The Transferor hereby makes to the Company, on and as of the date hereof, all of the representations and warranties set forth in Section 3.1 of the Original Agreement. In addition, the Collection Agent and the Guarantor hereby make to the Company, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Original Agreement. SECTION 4. Amendment and Waiver. No provision hereof may be amended, waived, supplemented, restated, discharged or terminated without the written consent of the Transferor, the Company, the Agent and the Majority Investors. SECTION 5. Successors and Assigns. This Amendment shall bind, and the benefits hereof shall inure to the parties hereof and their respective successors and permitted assigns; provided, however, the Transferor may not assign any of its rights or delegate any of its duties under this Amendment without the prior written consent of the Company. SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 7. Severability; Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 2 SECTION 8. Captions. The captions in this Amendment are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 9. Ratification. Except as expressly affected by the provisions hereof, the Original Agreement as amended by this Amendment shall remain in full force and effect in accordance with its terms and ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the Original Agreement to "this Agreement", "hereunder", "herein" or words of like import shall mean and be a reference to the Original Agreement as amended by this Amendment. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 3 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above. ENTERPRISE FUNDING CORPORATION, as Company By: /S/ STEPHEN NEWMAN Name: Title: TECH DATA FINANCE, INC., as Transferor By: /S/ ARTHUR W. SINGLETON Name: Arthur W. Singleton Title: Vice President TECH DATA CORPORATION, as Collection Agent and Guarantor By: /S/ ARTHUR W. SINGLETON Name: Arthur W. Singleton Title: Vice President 4 The undersigned hereby consent to the foregoing Amendment: NATIONSBANK, N.A. as Agent and Bank Investor By: /S/ MICHELLE HEATH Name: Michelle Heath Title: Senior Vice President CREDIT LYONNAIS as Bank Investor By: /S/KOSTANTINA KOURMPETIS Name: Kostantina Kourmpetis Title: Vice President THE DAI-ICHI KANGYO, BANK, LTD as Bank Investor By: /S/TATSUJI NOGUCHI Name: Tatsuji Noguchi Title: Joint General Manager THE FUJI BANK, LIMITED, NEW YORK BRANCH as Bank Investor By: /S/TOSHIAKI YAKURA Name: Toshiaki Yakura Title: Senior Vice President 5 THE BANK OF NOVA SCOTIA, ATLANTA AGENCY as Bank Investor By: /S/ W.J. BROWN Name: W.J. Brown Title: Vice President PNC BANK, KENTUCKY, INC. as Bank Investor By: /S/RALPH M. BOWMAN Name: Ralph M. Bowman Title: Vice President ROYAL BANK OF CANADA as Bank Investor By: /S/ THOMAS L. DRAN Name: Thomas L. Dran Title: SUMITOMO BANK, LTD as Bank Investor By: /S/ M. PHILLIP FREEMAN Name: M. Phillip Freeman Title: Vice President By: /S/ ALLEN L. HARVELL, JR. Name: Allen L. Harvell, Jr. Title: Vice President & Mgr 6 EX-21 3 EXHIBIT 21 ---------- TECH DATA CORPORATION SUBSIDIARIES OF THE REGISTRANT State or other Name of Percentage Jurisdiction of Subsidiary Owned Incorporation - ----------------------- ---------- ---------------- Tech Data Brasil, Ltda. 100% Brazil Tech Data Canada Inc. 100% Ontario, Canada Tech Data Education, Inc. 100% Florida Tech Data Finance, Inc. 100% California Tech Data France, SNC 100% France Tech Data Latin America, Inc. 100% Florida Tech Data Pacific, Inc. 100% Florida Tech Data Product Management, Inc. 100% California Macrotron AG 90% Germany -----END PRIVACY-ENHANCED MESSAGE-----