-----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, TrVpIKsdg2+aLZzeiYvHqCptE9FCl2pJw64suTNCsfCfVgavbcfAn+fQ8h887At5 fSnbqzWkmfwOuOlFbn4prg== 0000950144-98-011604.txt : 19981021 0000950144-98-011604.hdr.sgml : 19981021 ACCESSION NUMBER: 0000950144-98-011604 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980731 FILED AS OF DATE: 19981020 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-Q/A SEC ACT: SEC FILE NUMBER: 000-14625 FILM NUMBER: 98728123 BUSINESS ADDRESS: STREET 1: 5350 TECH DATA DR CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: 7275397429 MAIL ADDRESS: STREET 1: 5350 TECH DATA DRIVE CITY: CLEARWATER STATE: FL ZIP: 33760 10-Q/A 1 TECH DATA CORPORATION AMENDED 10-Q 1 This Form 10-Q/A is filed to incorporate the cover page previously excluded from the Company's Report on Form 10Q filed on September 14, 1998. FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended July 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 of incorporation or organization) Identification No.) 5350 Tech Data Drive, Clearwater, Florida 33760 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(727) 539-7429 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 such 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at CLASS September 10,1998 Common stock, par value $.0015 per share 50,868,646 2 TECH DATA CORPORATION AND SUBSIDIARIES Form 10-Q/A For The Quarter Ended July 31, 1998 INDEX
PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheet as of July 31, 1998 (Unaudited) and January 31, 1998 3 Consolidated Statement of Income (Unaudited) for the three and six months ended July 31, 1998 and 1997 4 Consolidated Statement of Cash Flows (Unaudited) for the six months ended July 31, 1998 and 1997 5 Notes to Consolidated Financial Statements (Unaudited) 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II. OTHER INFORMATION 13-14 Signatures 15
3 TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts)
July 31, January 31, 1998 1998 ----------- ----------- ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 1,532 $ 2,749 Accounts receivable, less allowance for doubtful accounts of $30,442 and $29,731 909,779 909,426 Inventories 811,346 1,028,367 Prepaid and other assets 60,806 65,843 ----------- ----------- Total current assets 1,783,463 2,006,385 Property and equipment, net 117,605 100,562 Investment in subsidiaries 402,608 -- Excess of cost over acquired net assets, net 56,315 55,460 Other assets, net 22,935 22,976 ----------- ----------- $ 2,382,926 $ 2,185,383 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Revolving credit loans $ 222,945 $ 540,177 Accounts payable 883,406 850,866 Accrued expenses 111,472 77,961 ----------- ----------- Total current liabilities 1,217,823 1,469,004 Long-term debt 308,593 8,683 ----------- ----------- 1,526,416 1,477,687 ----------- ----------- Minority interest 3,155 5,108 ----------- ----------- Commitments and contingencies Shareholders' equity: Preferred stock, par value $.02; 226,500 shares authorized and issued; liquidation preference $.20 per share 5 5 Common stock, par value $.0015; 200,000,000 shares authorized; 50,828,280 and 48,250,349 issued and outstanding 76 72 Additional paid-in capital 499,100 403,880 Retained earnings 358,152 299,768 Cumulative translation adjustment (3,978) (1,137) ----------- ----------- Total shareholders' equity 853,355 702,588 ----------- ----------- $ 2,382,926 $ 2,185,383 =========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 3 4 TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three months ended Six months ended July 31, July 31, ------------------------------ ------------------------------ 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Net sales $ 2,213,261 $ 1,551,820 $ 4,397,627 $ 2,921,966 ----------- ----------- ----------- ----------- Cost and expenses: Cost of products sold 2,068,513 1,447,842 4,113,112 2,722,811 Selling, general and administrative expenses 94,621 63,160 189,422 122,644 ----------- ----------- ----------- ----------- 2,163,134 1,511,002 4,302,534 2,845,455 ----------- ----------- ----------- ----------- Operating profit 50,127 40,818 95,093 76,511 Interest expense 6,389 6,127 14,343 12,653 Gain on sale of Macrotron AG 12,500 -- 12,500 -- ----------- ----------- ----------- ----------- Income before income taxes 56,238 34,691 93,250 63,858 Provision for income taxes 21,074 13,227 34,889 24,172 ----------- ----------- ----------- ----------- Income before minority interest 35,164 21,464 58,361 39,686 Minority interest (115) -- (23) -- ----------- ----------- ----------- ----------- Net income $ 35,279 $ 21,464 $ 58,384 $ 39,686 =========== =========== =========== =========== Net income per common share: Basic $ .73 $ .49 $ 1.20 $ .91 =========== =========== =========== =========== Diluted $ .70 $ .47 $ 1.16 $ .88 =========== =========== =========== =========== Weighted average common shares outstanding: Basic 48,618 43,611 48,454 43,478 =========== =========== =========== =========== Diluted 50,446 45,577 50,388 45,122 =========== =========== =========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 4 5 TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In thousands)
Six months ended July 31, ------------------------------ 1998 1997 ----------- ----------- Cash flows from operating activities: Cash received from customers $ 4,384,914 $ 2,844,302 Cash paid to suppliers and employees (3,983,761) (2,713,420) Interest paid (13,300) (12,967) Income taxes paid (30,122) (32,184) ----------- ----------- Net cash provided by operating activities 357,731 85,731 ----------- ----------- Cash flows from investing activities: Acquisition of businesses, net of cash acquired (21,585) (35,368) Capital expenditures (29,883) (14,087) ----------- ----------- Net cash used in investing activities (51,468) (49,455) ----------- ----------- Cash flows from financing activities: Proceeds from issuance of common stock 9,857 5,250 Net (repayments) borrowings under revolver (317,232) 20,037 Loans to Macrotron AG -- (60,000) Principal payments on long-term debt (105) (99) ----------- ----------- Net cash (used in) financing activities (307,480) (34,812) ----------- ----------- Net (decrease) increase in cash and cash equivalents (1,217) 1,464 Cash and cash equivalents at beginning of period 2,749 661 ----------- ----------- Cash and cash equivalents at end of period $ 1,532 $ 2,125 =========== =========== Reconciliation of net income to net cash provided by operating activities: Net income $ 58,384 $ 39,686 ----------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,938 11,101 Provision for losses on accounts receivable 12,360 10,437 Gain on sale of Macrotron AG (12,500) 0 (Increase) decrease in assets: Accounts receivable (12,713) (77,664) Inventories 217,021 54,338 Prepaid and other assets 13,175 9,613 Increase (decrease) in liabilities: Accounts payable 32,540 37,565 Accrued expenses 33,526 655 ----------- ----------- Total adjustments 299,347 46,045 ----------- ----------- Net cash provided by operating activities $ 357,731 $ 85,731 =========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 5 6 TECH DATA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION: The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of Tech Data Corporation and subsidiaries (the "Company" or "Tech Data") as of July 31, 1998, and the results of their operations and cash flows for the three and six months ended July 31, 1998 and 1997. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the six months ended July 31, 1998 are not necessarily indicative of the results that can be expected for the entire fiscal year ending January 31, 1999. NOTE 2 - ACQUISITION AND DISPOSITION OF SUBSIDIARIES: Acquisition of Computer 2000 AG On July 1, 1998, Tech Data completed the acquisition of approximately 83% of the voting common stock of Computer 2000 AG ("Computer 2000"), Europe's leading technology products distributor. The Company acquired 80% of the outstanding voting stock of Computer 2000 from its parent company, Klockner & Co. AG based in Duisburg Germany. Klockner & Co. is a subsidiary of Munich-based conglomerate VIAG AG. The initial acquisition was completed through an exchange of approximately 2.2 million shares of Tech Data common stock and $300 million of 5% convertible subordinated notes, due 2003 (coupon rate of 5.0%, five year term and convertible into shares of common stock at $56.25 per share). In a separate cash transaction on July 1, 1998, Tech Data acquired an additional stake of approximately 3% of Computer 2000's shares from an institutional investor. The combined value of these transactions, including expenses, totaled approximately $403 million, which is reflected in investments in subsidiaries within the Company's July 31, 1998 balance sheet. The acquisition of Computer 2000 is accounted for under the purchase method. Disposition of Mactrotron AG On July 28, 1998, pursuant to a Share Purchase Agreement dated June 10, 1998, the Company completed the sale of its majority interest in Munich-based subsidiary Macrotron AG ("Macrotron") to Ingram Micro, Inc ("Ingram"). Tech Data acquired its majority interest in Macrotron in July 1997 and owned 99% and 91% of Macrotron's outstanding common and preferred stock, respectively, at the time of the sale. The sale of Macrotron was completed through an exchange of approximately $100 million in cash and the assumption, by Ingram, of approximately $123 million in intercompany debt. 6 7 TECH DATA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 2 - ACQUISITION AND DISPOSITION OF SUBSIDIARIES - CONTINUED: The Company's subsidiaries outside of North America are included in its consolidated financial statements on a calendar quarter basis. As such, the quarter ended July 31, 1998 includes a full quarter of results for Macrotron (which was sold effective July 1, 1998) and excludes operating results for Computer 2000 (which was acquired effective July 1, 1998). The Company's fiscal quarter ending October 31, 1998 will include the proceeds received from the sale of Macrotron as well as Computer 2000's operations for the three month period beginning July 1, 1998 and ending September 30, 1998. Pro forma information The following pro forma unaudited results of operations reflects the effect on the Company's operations, as if the above described acquisition of Computer 2000 and disposition of Macrotron had occurred at the beginning of each of the periods presented below:
Six months ended July 31, --------------------------------- 1998 1997 ------------- ------------- (Unaudited) Net sales $ 6,563,054 $ 5,373,249 Net income 57,338 31,656 Net income per common share: Basic 1.13 .69 Diluted 1.07 .69
The acquisition of Macrotron was effective on July 1, 1997. Based upon the Company's consolidation policy described above, Macrotron's results of operations for the period of July 1, 1997 through September 30, 1997 were initially reported in the Company's consolidated financial statements for the period ended October 31, 1997. As such, no adjustment is reflected in the pro forma results herein for the disposition of Macrotron operations for the period ended July 31, 1997. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Computer 2000 acquisition and the Macrotron disposition been consummated as of the beginning of the periods above, nor are they necessarily indicative of future operating results. Non-cash transactions The Company issued certain non-cash securities in connection with the acquisition of Computer 2000 consisting of $300 million convertible subordinated notes and approximately 2.2 million shares of common stock ($85.4 million). Additionally, the Company received approximately $223 million from Ingram ($100 million for the sale of Macrotron and the assumption, by Ingram, of $123 million in intercompany debt) which is not reflected in the accompanying financial statements at July 31, 1998. NOTE 3 - NET INCOME PER COMMON SHARE: The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" ("SFAS 128") and related interpretations. SFAS 128 7 8 requires dual presentation of Basic Earnings per Share ("Basic EPS") and Diluted earnings per Share ("Diluted EPS"). Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised using the treasury stock method. The composition of basic and diluted net income per common share is as follows:
Three months ended July 31, ---------------------- 1998 1997 -------- ------- (In thousands, except per share amounts) (Unaudited) Net income $35,279 $21,464 Weighted average common shares outstanding 48,618 43,611 Net income per common share - basic $ .73 $ .49 Weighted average common shares including the dilutive effect of stock options (1,828 and 1,966 for 1998 and 1997, respectively) 50,446 45,577 Net income per common share - diluted $ .70 $ .47
Six months ended July 31, --------------------- 1998 1997 ------- ------- (In thousands, except per share amounts) (Unaudited) Net income $58,384 $39,686 Weighted average common shares outstanding 48,454 43,478 Net income per common share - basic $ 1.20 $ .91 Weighted average common shares including the dilutive effect of stock options (1,934 and 1,644 for 1998 and 1997, respectively) 50,388 45,122 Net income per common share - diluted $ 1.16 $ .88
NOTE 5 - COMPREHENSIVE INCOME: Effective in the first quarter ended April 30, 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards for reporting and display of comprehensive income and its components in the Company's consolidated financial statements. Comprehensive income is defined in SFAS 130 as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Total comprehensive income was $33.6 million and $21.0 million for the three months ended July 31, 1998 and 1997, respectively, and $56.6 million and $38.2 million for the six months ended July 31, 1998 and 1997, respectively. The difference between net income as reported and total comprehensive income is the tax effected change in the cumulative translation adjustment. 8 9 TECH DATA CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Three Months Ended July 31, 1998 and 1997 Net sales increased 42.6% to $2.21 billion in the second quarter of fiscal 1999 compared to $1.55 billion in the second quarter a year ago. This increase is attributable to the addition of new product lines and the expansion of existing product lines combined with an increase in the Company's market share. Sales for the second quarter of fiscal 1999 include a full quarter of results for Macrotron AG and exclude the impact of the Company's acquisition of Computer 2000 AG. Second quarter fiscal 1999 U.S. sales grew 18.9% while international sales increased 233.3% (reflecting a full quarter of results for Macrotron AG), compared to the prior year second quarter. International sales represented approximately 26% of fiscal 1999 second quarter net sales compared to 11% for the second quarter of fiscal 1998. The cost of products sold as a percentage of net sales increased to 93.5% in the second quarter of fiscal 1999 from 93.3% in the prior year. This increase is the result of competitive market prices and the Company's strategy of lowering selling prices in order to gain market share and to pass on the benefit of operating efficiencies to its customers. Selling, general and administrative expenses increased 49.8% to $94.6 million in the second quarter of fiscal 1999 compared to $63.2 million last year, increasing as a percentage of net sales from 4.07% in the second quarter of last year to 4.28% in the current quarter. The dollar value increase in selling, general and administrative expenses as well as the increase as a percentage of net sales is attributable to the acquisition of Macrotron and increases in other operating expenses needed to support the increased volume of business. As a result of the factors described above, operating profit increased 22.8% to $50.1 million, or 2.3% of net sales, in the second quarter of fiscal 1999 compared to $40.8 million, or 2.6% of net sales for the second quarter last year. Interest expense increased in the second quarter of fiscal 1999 due to an increase in the Company's average outstanding indebtedness related to funding continued growth and the acquisition of Macrotron. The Company's results of operations for the second quarter of fiscal 1999 include a pretax gain of $12.5 million ($7.6 million net of income taxes) related to the sale of Macrotron AG. The provision for income taxes increased 59.3% to $21.1 million in the second quarter of fiscal 1999 compared to $13.2 million in the prior comparable period. This increase is attributable to an increase in the Company's income before income taxes and the taxes associated with the sale of Macrotron AG. The Company's average 9 10 income tax rate declined to 37.5% in the second quarter this year compared with 38.1% in the prior year due to fluctuations in the amount of federal, state and foreign taxable income reported in each period. As a result of the factors described above, net income increased 64.4% to $35.3 million, or $.70 per diluted share, in the second quarter of fiscal 1999 compared to $21.5 million, or $.47 per diluted share, in the prior year comparable quarter. Excluding the gain on the sale of Macrotron AG, net income for the second quarter was $27.7 million, or $.55 per diluted share. Six Months Ended July 31, 1999 and 1998 Net sales increased 50.5% to $4.40 billion in the first six months of fiscal 1999 compared to $2.92 billion in the same period last year. Net income increased 47.1% to $58.4 million, or $1.16 per diluted share, in the first six months of fiscal 1999 compared to $39.7 million, or $.88 per diluted share, in the comparable prior year period. Excluding the gain on the sale of Macrotron AG, net income for the six-month period ended July 31, 1999 totaled $50.8 million, or $1.01 per diluted share. (The underlying reasons for the fluctuations in the results of operations for the six months ended July 31, 1998 are substantially the same as in the comparative quarterly discussion above with the exception of the gain on the sale of Macrotron and, therefore, will not be repeated here). Liquidity and Capital Resources Net cash provided by operating activities of $357.7 million during the first six months of fiscal 1999 was primarily attributable to income from operations of $58.4 million combined with a decrease in inventories and an increase in accounts payable and accrued expenses. Net cash used in investing activities of $51.5 million during the first six months of fiscal 1999 was attributable to the Company's continuing investment of $29.9 million in its management information systems, office facilities and its distribution center facilities combined with $21.6 million related acquisition of additional shares of common and preferred stock of Macrotron AG (which was sold on July 1, 1998) and the acquisition of Computer 2000 AG. The Company expects to make capital expenditures of approximately $75 - $100 million during fiscal 1999 to further expand its management information systems capability, office facilities and distribution centers. Net cash used in financing activities of $307.5 million during the first six months of fiscal 1999 reflects repayments on the Company's revolving credit loans and long-term debt of $317.3 million offset by proceeds from stock option exercises (including the related income tax benefit) of $9.9 million. The Company currently maintains domestic and foreign revolving credit agreements which provide maximum short-term borrowings of approximately $1.08 billion (including local country credit lines), of which $223 million was outstanding at July 31, 1998. The Company believes that cash from operations, available and 10 11 obtainable bank credit lines, trade credit from its vendors and periodic offerings of the Company's common stock and equity securities (both in public offerings and in connection with business combinations) will be sufficient to satisfy its working capital and capital expenditure needs through fiscal 1999. Asset Management The Company manages its inventories by maintaining sufficient quantities to achieve high order fill rates while attempting to stock only those products in high demand with a rapid turnover rate. Inventory balances fluctuate as the Company adds new product lines and when appropriate, makes large purchases including cash purchases from manufacturers and publishers when the terms of such purchases are considered advantageous. The Company's contracts with most of its vendors provide price protection and stock rotation privileges to reduce the risk of loss due to manufacturer price reductions and slow moving or obsolete inventory. In the event of a vendor price reduction, the Company generally receives a credit for the impact on products in inventory. In addition, the Company has the right to rotate a certain percentage of purchases, subject to certain limitations. Historically, price protection and stock rotation privileges, as well as the Company's inventory management procedures, have helped to reduce the risk of loss of carrying inventory. The Company attempts to control losses on credit sales by closely monitoring customers' creditworthiness through its computer system which contains detailed information on customer payment history and other relevant information. The Company has credit insurance which insures a percentage of the credit extended by the Company to certain of its larger domestic and international customers against possible loss. Customers who qualify for credit terms are typically granted net 30-day payment terms. The Company also sells product on a pre-pay, credit card or cash on delivery basis. Recent Accounting Pronouncements In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". SFAS 131 requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and measuring their performance. The statement is effective for fiscal years beginning after December 15, 1997 but does not require compliance with interim reporting requirements until the second year of implementation. The standard addresses disclosure issues and therefore will not affect the Company's financial position or results of operations. In June 1998, the FASB issued SFAS No. 133. "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). This statement requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if so, the type of the hedge transaction. The ineffective portion of all hedge transactions will be recognized in the current-period earnings. 11 12 SFAS 133 is effective for fiscal years beginning after December 31, 1998. The impact of this statement on the Company's results of operations is not expected to be material. Comments on Forward-Looking Information In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company, in Exhibit 99A to its Annual Report on Form 10K for the year ended January 31, 1998, outlined cautionary statements and identified important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements made by, or on behalf of, the Company. Such forward-looking statements, as made within this Form 10-Q, should be considered in conjunction with the information included within the aforementioned Exhibit 99A. 12 13 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the 1998 Annual Meeting of Shareholders held June 23, 1998, the shareholders approved the following items: 1. The election of three directors, Charles E. Adair, Edward C. Raymund and John Y. Williams terms to expire in 2001 The election of one director, Anthony A. Ibarguen, term to expire in 2000 and the election of two directors, Jeffery P. Howells and David M. Upton, terms to expire in 1999. The vote upon such proposal was 43,338,166 in favor, 87,250 against. 2. A proposal to amend the Company's Amended and Restated Articles of Incorporation to increase the number of board members from a maximum of nine members to a maximum of thirteen. The vote upon such proposal was 41,660,500 in favor, 1,703,648 against. 3. A proposal to ratify the appointment of Pricewaterhouse Coopers LLP as independent auditors for the fiscal year ending January 31, 1999. The vote upon such proposal was 43,336,444 in favor, 11,800 against. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K 1. On July 15, 1998, a report on Form 8-K dated July 1, 1998, was filed under Item 2 to report the completion of the acquisition by Tech Data Corporation of approximately 83% of the outstanding voting common stock of Computer 2000 AG. 13 14 Item 6. Exhibits and Reports on Form 8-K (b) - continued 2. On August 12, 1998, a report on Form 8-K dated July 28, 1998, was filed under Item 2 to report the completion of the sale of Tech Data Corporation's interest in Macrotron AG to Ingram Micro Inc. 14 15 SIGNATURES Pursuant to the requirements 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. TECH DATA CORPORATION --------------------- (Registrant) Signature Title Date /s/ Steven A. Raymund Chairman of the Board of September 14, 1998 - ---------------------- Directors and Chief Steven A. Raymund Executive Officer /s/ Jeffery P. Howells Executive Vice President September 14, 1998 - ---------------------- and Chief Financial Officer; Jeffery P. Howells (principal financial officer); Director /s/ Joseph B. Trepani Senior Vice President and September 14, 1998 - ---------------------- Corporate Controller (principal Joseph B. Trepani accounting officer) /s/ Arthur W. Singleton Vice President, Treasurer and September 14, 1998 - ----------------------- Secretary Arthur W. Singleton 15 EX-27 2 FINANCIAL DATA SCHEDULE (FOR SEC USE ONLY)
5 This schedule contains summary financial information extracted from the financial statements of Tech Data Corporation for the period ended July 31, 1998 and is qualified by its entirety by reference to such financial statements. 1,000 6-MOS JAN-31-1999 FEB-01-1998 JUL-31-1998 1,532 0 940,221 30,442 811,346 1,783,463 117,605 0 2,382,926 1,217,823 308,593 0 5 76 853,274 2,382,926 4,397,627 4,397,627 4,113,112 4,302,534 189,422 0 14,343 93,250 34,889 58,361 0 0 0 58,384 1.20 1.16
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