-----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, BSI1sRc/m3OeNTsojF/lBV/wHDCqqQwzsSU+PBdR0J5rAEfea8G59AMav2dmrBGG McnoSHYU2lhtAXvnIcAl4A== 0000950152-98-003198.txt : 19980414 0000950152-98-003198.hdr.sgml : 19980414 ACCESSION NUMBER: 0000950152-98-003198 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980401 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980413 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-05734 FILM NUMBER: 98592398 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 8-K/A 1 PIONEER STANDARD 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 1998 ------------- PIONEER-STANDARD ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-5734 34-0907152 - --------------- ----------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation)
4800 EAST 131ST STREET, CLEVELAND, OHIO 44108 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 587-3600 ------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Pursuant to a January 15, 1998 Agreement and Plan of Merger (the "Merger Agreement") between Pioneer-Standard Electronics, Inc. (the "Company") and Dickens Data Systems, Inc. ("Dickens Data"), the Company has acquired all the outstanding capital stock of Dickens Data, a leading reseller, distributor and systems integrator of products and services for mid-range computer systems based in Roswell, Georgia. The closing of the Company's acquisition of Dickens Data occurred on March 31, 1998 and became effective April 1, 1998. As consideration for the acquisition of Dickens Data, the Company paid $121 million to the shareholders of Dickens Data and assumed certain debts and liabilities of Dickens Data. The purchase price and other terms of the Merger Agreement were determined through arms-length negotiations. Prior to the closing of the Company's acquisition of Dickens Data, there were no material relationships between Dickens Data and the Company or any of their affiliates, directors or officers. The Company funded the acquisition of Dickens Data and paid expenses related to the acquisition of Dickens Data with borrowings under an expanded revolving credit facility with its existing lenders. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. * ---------------------------------------------- Dickens Data Systems, Inc. Consolidated Financial Statements as of December 31, 1997, 1996, and 1995 Report of Independent Public Accountants Consolidated Balance Sheets at December 31, 1997 and 1996 Consolidated Statements of Income for the Years Ended December 31, 1997, 1996, and 1995 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1997, 1996, and 1995 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996, and 1995 Notes to Consolidated Financial Statements 2 3 (b) Pro Forma Financial Information. * ---------------------------------- Pro Forma Condensed Consolidated Financial Statements (Unaudited) Pioneer-Standard Electronics, Inc. and Dickens Data Systems, Inc. Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1997 Pro Forma Condensed Consolidated Statements of Operations for the Twelve-Month Periods as Indicated Pro Forma Condensed Consolidated Statements of Operations for the Nine-Month Periods as Indicated (c) Exhibits. ---------
Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of January 15, 1998, by and among Dickens Data Systems, Inc., the Selling Shareholders named therein, Pioneer-Standard Electronics, Inc. and Pioneer-Standard of Georgia, Inc. (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.) * 23.1 Consent of Arthur Andersen LLP * 99 News release dated April 1, 1998, from the Company. * These documents were previously filed with the Company's Form 8-K dated February 27, 1998.
3 4 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 hereunto duly authorized. PIONEER-STANDARD ELECTRONICS, INC. Date: April 13, 1998 By /s/ John V. Goodger --------------------------------- John V. Goodger Vice President and Treasurer 4 5
EXHIBIT INDEX Exhibit No. Description of Document ----------- ------------------------ 2.1 Agreement and Plan of Merger, dated as of January 15, 1998, by and among Dickens Data Systems, Inc., the Selling Shareholders named therein, Pioneer-Standard Electronics, Inc. and Pioneer-Standard of Georgia, Inc. (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.) * 23.1 Consent of Arthur Andersen LLP * 99 News release dated April 1, 1998, from the Company. * These documents were previously filed with the Company's Form 8-K dated February 27, 1998.
E-1 EX-99 2 EXHIBIT 99 1 Exhibit 99 [PIONEER-STANDARD ELECTRONICS, INC. LETTERHEAD] FOR IMMEDIATE RELEASE INVESTMENT COMMUNITY CONTACT: MEDIA CONTACTS: James L. Bayman, Chairman and Robert J. Bailey Chief Executive Officer Vice President, Marketing-Computer Products Pioneer-Standard Electronics, Inc. Pioneer-Standard Electronics, Inc. 216/587-3600 440/498-6960 News Release No: 98-11 Peter J. Coleman Release Date: April 1, 1998 Vice President, North American Sales Computer Systems and Services Pioneer-Standard Electronics, Inc. 301/921-3974
PIONEER-STANDARD ELECTRONICS COMPLETES ACQUISITION OF DICKENS DATA SYSTEMS; BECOMES LEADER IN IBM PRODUCT DISTRIBUTION CLEVELAND, Ohio (April 1, 1998) -- Pioneer-Standard Electronics, Inc. (Nasdaq: PIOS) announced today that it has completed its previously announced acquisition of Dickens Data Systems. "Pioneer is extremely pleased with the positive response of our shareholders and customers, as well as Dickens Data Systems' customers and the broader marketplace," said James L. Bayman, Pioneer-Standard chairman and chief executive officer. "Dickens Data Systems is an excellent operational fit for our computer systems business and further underscores Pioneer's strategic commitment to accelerate growth in selected markets worldwide. We expect this acquisition to significantly contribute to Pioneer's overall results in fiscal 1999 and beyond." Based in Roswell, Georgia, Dickens Data Systems is one of the largest North American distributors of IBM mid-range products, recording revenues of approximately $347 million in calendar year 1997. Dickens Data Systems will be operated as a business unit of Pioneer-Standard, Inc. with Gordon Dickens serving as president. "We're very enthusiastic about our combined presence in the marketplace," said Arthur Rhein, Pioneer-Standard president and chief operating officer. "The transition will be virtually seamless to our combined customer base, which will now be served by an even stronger organization with a common commitment to excellence in value-added services, customer support and satisfaction." -more- 2 -2- Subject to adjustments, the purchase price was approximately $121 million and was financed under the Company's credit facilities. Pioneer-Standard said that the acquisition enhances the Company's already established strategic position with IBM. "The combination of Pioneer-Standard and Dickens Data Systems makes Pioneer a leading distributor of IBM's computer systems, peripherals and services in North America, and provides substantial growth opportunities flowing from our combined value-added capabilities and expanded customer base," said Bayman. As evidence of its commitment to excellence, Dickens Data Systems was named National Managing Remarketer of the Year by IBM for five consecutive years, and was the recipient of IBM's Mark of Quality Award for outstanding customer satisfaction in 1995. At the IBM Business Partner Executive Conference in February 1998, Dickens Data Systems was recognized with top honors, including the prestigious Business Partners Leadership Award, which signifies Dickens as IBM's top distributor. Dickens also received top recognition for its efforts in Storage and Financing. "The addition of Dickens Data Systems substantially enhances our mid-range computer systems distribution capability," said Rhein. "The combined organization greatly expands our ability to service and support our resellers. Through them, we are able to serve a broader customer base in North America." Pioneer-Standard is a leading distributor of a broad range of industrial electronic components and computer products supplied by more than 100 manufacturers. Customers include original equipment manufacturers, value-added resellers, research laboratories, government agencies and other organizations, primarily in the United States and Canada. Pioneer-Standard recorded fiscal 1997 revenues of $1.5 billion for the period ending March 31, 1997. Additional information about Pioneer and its business partners can be found on the World Wide Web at http://www.pios.com. ## -----END PRIVACY-ENHANCED MESSAGE-----