Filed pursuant to Rule 424(b)(3)
Registration No. 333-76858
Prospectus Supplement No. 2 dated July 1, 2002
to Prospectus dated June 6, 2002
$290,000,000
TECH DATA CORPORATION
2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021
AND
THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
This prospectus supplement relates to the accompanying prospectus dated
June 6, 2002 relating to the offer and sale from time to time of up to
$290,000,000 principal amount of 2% convertible subordinated debentures due 2021
of Tech Data Corporation and the shares of our common stock issuable upon
conversion of the debentures. The "Selling Security Holders" section of the
accompanying prospectus is hereby supplemented to include the information
provided below in the tables appearing in the "Selling Security Holders" section
of this prospectus supplement with respect to entities not previously listed in
the accompanying prospectus, or any other amendments or supplements thereto and,
as indicated, to supercede the information previously included in the table
appearing in the "Selling Security Holders" section of the accompanying
prospectus, or any other amendments or supplements thereto.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the accompanying prospectus dated June 6,
2002 and all other amendments or supplements thereto. The terms of the
debentures are set forth in the accompanying prospectus dated June 6, 2002.
Selling security holders listed in the "Selling Security Holders"
section of this prospectus supplement and any other amendments or supplements
thereto may offer and sell the debentures and the shares of common stock
issuable upon conversion of the debentures pursuant to this prospectus
supplement, the accompanying prospectus, and any other amendments or supplements
thereto. Our registration of the debentures and the shares of common stock
issuable upon conversion of the debentures does not necessarily mean that the
selling security holders will sell all or any of the debentures or the shares of
common stock.
SELLING SECURITY HOLDERS
The information set forth in the tables below is based on the
information provided to us regarding the selling security holders listed on the
tables in the Selling Security Holders section of the accompanying prospectus
dated June 6, 2002.
PRINCIPAL AMOUNT OF
DEBENTURES OWNED BEFORE PERCENTAGE OF NUMBER OF SHARES OF
OFFERING AND THAT MAY BE DEBENTURES COMMON STOCK THAT
NAME (1) SOLD OUTSTANDING MAY BE SOLD (2) (3)
-------- ------------------------- ----------- -------------------
Banc of America Securities LLC (5) $6,000,000 2.1% 100,798
BGI Global Investors 247,000 -- 4,150
Forest Alternative Strategies II 70,000 -- 1,176
Forest Fulcrum Fund L.L.P 955,000 -- 16,044
Forest Global Convertible Fund Series A-5 3,812,000 1.3% 64,040
LLT LIMITED 254,000 -- 4,267
Lyxor Master Fund 714,000 -- 11,995
Relay II Holdings 124,000 -- 2,083
San Diego County Employees
Retirement Association 500,000 -- 8,400
Sylvan (IMA) Ltd. 377,000 -- 6,333
Zazove Convertible
Arbitrage Fund, L.P. 900,000 -- 15,120
Zazove Income
Fund L.P. 600,000 -- 10,080
Zurich Master Hedge Fund 447,000 -- 7,509
---------
The selling security holders listed below advised us that they are
nonpublic business entities and have identified to us the following persons or
entities having voting and investment control over the debentures and underlying
shares of common stock set forth above in the selling security holders' table.
PERSON OR ENTITY HAVING VOTING
SELLING SECURITY HOLDER AND INVESTMENT CONTROL
----------------------- -------------------------------
BGI Global Investors Stephen J. DeVoe III
Forest Alternative Strategies II Stephen J. DeVoe III
Forest Fulcrum Fund L.L.P. Stephen J. DeVoe III
Forest Global Convertible Fund Series A-5 Stephen J. DeVoe III
LLT LIMITED Michael Boyd
Lyxor Master Fund Stephen J. DeVoe III
Relay II Holdings Stephen J. DeVoe III
San Diego County Employees Retirement Association Brian Swain
Sylvan (IMA) Ltd Stephen J. DeVoe III
Zazove Convertible Arbitrage Fund, L.P. Brian Swain
Zazove Income Fund L.P. Brian Swain
Zurich Master Hedge Fund Stephen J. DeVoe III
We refer you to the "Selling Security Holders" section of the
accompanying prospectus dated June 6, 2002 for additional information.