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Tech Data Corp – ‘8-K’ for 7/28/98

As of:  Wednesday, 8/12/98   ·   For:  7/28/98   ·   Accession #:  790703-98-22   ·   File #:  0-14625

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  As Of                Filer                Filing    For·On·As Docs:Size

 8/12/98  Tech Data Corp                    8-K:2       7/28/98    2:106K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Tech Data Corporation Form 8-K Dated 7/28/98           9     34K 
 2: EX-2        Share Purchase Agreement                              36    148K 


8-K   —   Tech Data Corporation Form 8-K Dated 7/28/98
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
"Item 7. Financial Statements and Exhibits
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=============================================================================== =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ----------------------------- CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 1998 TECH DATA CORPORATION (Exact name of registrant as specified in its charter) --------------------------------------------------------- Florida 0-14625 59-1578329 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) Incorporation) 5350 Tech Data Drive, Clearwater, Florida 33760 (Address of principal executive offices) ------------------------- Registrant's telephone number, including area code: (727) 539-7429 Not applicable (Former name or former address, if changed since last report.) =============================================================================== ===============================================================================
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Item 2. Acquisition or Disposition of Assets. On July 28, 1998, pursuant to a Share Purchase Agreement dated June 10, 1998 (the "Agreement"), Tech Data Corporation ("Tech Data" or the "Company") completed the sale of its majority interest in Munich-based subsidiary Macrotron AG ("Macrotron") to Ingram Micro, Inc ("Ingram"). Pursuant to the terms of the Agreement, the effective date of the sale was June 30, 1998. 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 debt. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. - Not applicable (b) Pro forma financial information The following pro forma financial statements are filed with this report: Page 1. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 30, 1998............................................... 6 2. Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended April 30, 1998........................................ 7 3. Unaudited Pro Forma Condensed Consolidated Statement of Income for the twelve months ended January 31, 1998............................. 8 The unaudited pro forma financial information reflects adjustments to the historical financial statements of the Company to give effect to the disposition on July 28, 1998 of the Company's majority interest in Macrotron. The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company at April 30, 1998 reflects the financial position of the Company after giving effect to the disposition of Macrotron as discussed in Item 2 as if it had occurred at April 30, 1998. The Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended April 30, 1998 and the year ended January 31, 1998 give retroactive effect to the disposition as if it had occurred at the beginning of the periods presented, and are based upon the operations of the Company for the respective periods. The following unaudited pro forma financial information has been prepared from and should be read in conjunction with the historical financial statements and related notes thereto of the Company. The following information is not necessarily indicative of the financial position or operating results that would have occurred had the sale been consummated on the date or at the beginning of the period for which the sale is being given effect nor is it necessarily indicative of future operating results or financial position.
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(c) Exhibits 2-B* Share Purchase Agreement dated as of June 10, 1998 by and between INGRAM MICRO, INC., as Acquirer and TECH DATA CORPORATION, as Seller --------- * Document contains certain confidential information which has been omitted from the attached Exhibit 2-B pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.
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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 Dated: August 12, 1998 By: /s/ Jeffery P. Howells ------------------------------- Jeffery P. Howells Executive Vice President and Chief Financial Officer (principal financial officer) By: /s/ Joseph B. Trepani ------------------------------ Joseph B. Trepani Senior Vice President and Corporate Controller (principal accounting officer)
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EXHIBIT INDEX Exhibit Number Description 2-B* Share Purchase Agreement dated as of June 10, 1998 by and between INGRAM MICRO, INC., as Acquirer and TECH DATA CORPORATION, as Seller * Document contains certain confidential information which has been omitted from the attached Exhibit 2-B pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission..
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[Enlarge/Download Table] TECH DATA CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET APRIL 30, 1998 (In thousands) Pro Forma Historical Adjustments Pro Forma ----------- ----------- --------- ASSETS Current assets: Cash and cash equivalents $ 1,249 $ - $ 1,249 Accounts receivable, net 914,837 (135,742) (a) 779,095 Inventories 969,570 (121,430) (a) 848,140 Prepaid and other assets 57,399 (12,577) (a) 44,822 ---------- --------- ---------- Total current assets 1,943,055 (269,749) 1,673,306 Property and equipment, net 110,792 (10,843) (a) 99,949 Excess of cost over acquired net assets, net 57,088 (51,733) (a) 5,355 Other assets, net 22,994 (1,558) (a) 21,436 ---------- --------- ---------- $2,133,929 $(333,883) $1,800,046 ========== ========= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Revolving credit loans $ 335,053 $(222,563) (b) $ 112,490 Accounts payable 949,580 (77,692) (a) 871,888 Accrued expenses 101,877 (35,829) (a,b) 66,048 ---------- --------- ---------- Total current liabilities 1,386,510 (336,084) 1,050,426 Long-term debt 8,627 - 8,627 ----------- --------- ---------- Total liabilities 1,395,137 (336,084) 1,059,053 ---------- --------- ---------- Minority interest 3,431 (3,431) (a) - ---------- --------- ---------- Total shareholders' equity 735,361 5,632 (a,b) 740,993 ---------- --------- ---------- $2,133,929 $(333,883) $1,800,046 ========== ========= ========== The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these financial statements
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[Enlarge/Download Table] TECH DATA CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED APRIL 30, 1998 (In thousands, except per share amounts) Pro Forma Historical Adjustments Pro Forma ----------- ----------- ----------- Net sales $2,184,366 $(370,996) (a) $1,813,370 ---------- --------- ---------- Cost and expenses: Cost of products sold 2,044,599 (344,157) (a) 1,700,442 Selling, general and administrative expenses 94,801 (21,850) (a) 72,951 ---------- --------- ---------- 2,139,400 (366,007) 1,773,393 ---------- --------- ---------- Operating profit 44,966 (4,989) 39,977 Interest expense 7,954 (2,279) (a,b) 5,675 ---------- --------- ---------- Income before income taxes 37,012 (2,710) 34,302 Provision for income taxes 13,815 (804) (a,b) 13,011 ---------- --------- ---------- Income before minority interest 23,197 (1,906) 21,291 Minority interest 92 (92) (a) - ---------- --------- ---------- Net income $ 23,105 $ (1,814) $ 21,291 ========== ========= ========== Net income per common share: Basic $ .48 - $ .44 ========== ========= ========== Diluted $ .46 - $ .42 ========== ========= ========== Weighted average common shares outstanding: Basic 48,285 - 48,285 ========== ========= ========== Diluted 50,323 - 50,323 ========== ========= ========== The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these financial statements
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[Enlarge/Download Table] TECH DATA CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED JANUARY 31, 1998 (In thousands, except per share amounts) Pro Forma Historical Adjustments Pro Forma ----------- ----------- ---------- Net sales $7,056,619 $(661,478) (c) $6,395,141 ---------- --------- ---------- Cost and expenses: Cost of products sold 6,590,873 (612,005) (c) 5,978,868 Selling, general and administrative expenses 293,108 (39,065) (c) 254,043 ---------- --------- ---------- 6,883,981 (651,070) 6,232,911 ---------- --------- ---------- Operating profit 172,638 (10,408) 162,230 Interest expense 29,908 (4,332) (c,d) 25,576 ---------- --------- ---------- Income before income taxes 142,730 (6,076) 136,654 Provision for income taxes 52,816 (2,182) (c,d) 50,634 ---------- --------- ---------- Income before minority interest 89,914 (3,894) 86,020 Minority interest 429 (429) (c) ---------- --------- ---------- Net income $ 89,485 $ (3,465) $ 86,020 ========== ========= ========== Net income per common share: Basic $ 2.00 - $ 1.92 ========== ========= ========== Diluted $ 1.92 - $ 1.85 ========== ========= ========== Weighted average common shares outstanding: Basic 44,715 - 44,715 ========== ========= ========== Diluted 46,610 - 46,610 ========== ========= ========== The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these financial statements
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TECH DATA CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION ------------------------------ The foregoing Unaudited Pro Forma Condensed Consolidated Financial Statements illustrate the effect of the disposition of Macrotron AG ("Macrotron") by the Company. The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company at April 30, 1998 reflects the financial position of the Company after giving effect to the disposition of Macrotron as if it had occurred at April 30, 1998. The Unaudited Pro Forma Condensed Consolidated Statement of Income for the three months ended April 30, 1998 and the year ended January 31, 1998 give retroactive effect to the disposition as if it had occurred at the beginning of the periods presented; however, note that Tech Data's purchase of Macrotron on July 1, 1997 results in the removal of six months of operating results based upon the acquisition date and the Company's policy of consolidating Macrotron's results of operations on the basis of a fiscal year that ends on December 31. NOTE 2 - PRO FORMA BALANCE SHEET ADJUSTMENTS -------------------------------------------- a) Reflects the disposition of net assets and liabilities of Macrotron. b) Reflects the application of the proceeds of the sale, including reduction for the debt assumed by Ingram, recognition of the gain on the sale and the related tax liability. Note that the proceeds are used to reduce the revolving credit loan balance in accordance with the Company's policy of using excess cash to pay down debt. NOTE 3 - PRO FORMA INCOME STATEMENT ADJUSTMENTS ----------------------------------------------- a) Reflects the elimination of Macrotron's results of operations for the quarter ended April 30, 1998. b) Reflects incremental interest expense savings of $232,000 and the related tax effect of $87,000 due to the reduction of indebtedness by the amount of the proceeds from the sale. Reduction in expense calculated based upon the average interest rate on outstanding indebtedness during the period. c) Reflects the elimination of Macrotron's results of operations for the year ended January 31, 1998. b) Reflects incremental interest expense savings of $928,000 and the related tax effect of $348,000 due to the reduction of indebtedness by the amount of the proceeds from the sale. Reduction in expense calculated based upon the average interest rate on outstanding indebtedness during the period.

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:8/12/984
For Period End:7/28/9812
6/30/982
6/10/982510-Q
4/30/982910-Q
1/31/982910-K405,  10-K405/A
7/1/979
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Filing Submission 0000790703-98-000022   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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