-----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, KmdQRRy4l8IwKi381nXN49kDIWZUnkvMTxDcyHlbhbuxh7S/sA8DHq+lbNqVOktx vbvGKfdh2HGeUV7SJNztsw== 0000950152-98-005433.txt : 19980622 0000950152-98-005433.hdr.sgml : 19980622 ACCESSION NUMBER: 0000950152-98-005433 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980619 SROS: NASD 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-05734 FILM NUMBER: 98651226 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 10-K405/A 1 PIONEER-STANDARD ELECTRONICS, INC.--FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 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 No. 0-5734 PIONEER-STANDARD ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Ohio 34-0907152 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) 4800 East 131st Street, Cleveland, Ohio 44105 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (216) 587-3600 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Shares, without par value Common Share Purchase Rights 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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 in Part III of this Form 10-K Annual Report or any amendment to this Form 10-K. [X] The aggregate market value of voting shares of the Registrant held by non-affiliates was $338,900,407 as of June 12, 1998, computed on the basis of the last reported sale price per share ($11.188) of such shares on The Nasdaq Stock Market. Common Shares held by each officer, Director and person who owns or may be deemed to own 10% or more of the outstanding Common Shares have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of June 12, 1998, the Registrant had the following number of Common Shares outstanding: 31,128,554. 2 REPORT OF INDEPENDENT AUDITORS Shareholders and the Board of Directors Pioneer-Standard Electronics, Inc. We have audited the consolidated financial statements of Pioneer-Standard Electronics, Inc. as of March 31, 1998 and 1997, and for each of the three years in the period ended March 31, 1998 and have issued our report thereon dated May 5, 1998, incorporated by reference in its Annual Report (Form 10-K), as amended, for the year ended March 31, 1998. Our audits also included the consolidated financial statement schedule of Pioneer-Standard Electronics, Inc. for each of the three years in the period ended March 31, 1998, listed in item 14(a) of its Annual Report (Form 10-K), as amended, for the year ended March 31, 1998. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on such schedule based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Cleveland, Ohio May 5, 1998 3 Pioneer-Standard Electronics, Inc. Schedule II - Valuation and Qualifying Accounts Years Ended March 31, 1998, 1997 and 1996
Balance at Charged to cost Other Deductions Balance at the beginning of and expenses (Net write-offs) end of period period Net recoveries 1998 Allowance for doubtful accounts 7,541,000 (803,000) 1,060,000 7,798,000 Inventory valuation reserve 6,659,000 2,031,000 (3,029,000) 5,661,000 1997 Allowance for doubtful accounts 6,982,000 193,000 366,000 7,541,000 Inventory valuation reserve 8,777,000 987,000 (3,105,000) 6,659,000 1996 Allowance for doubtful accounts 4,606,000 940,000 2,195,000(1) (759,000) 6,982,000 Inventory valuation reserve 3,416,000 1,489,000 5,534,000(1) (1,662,000) 8,777,000 (1) Amount for Pioneer/Technologies Group purchased November 30, 1995.
4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Forms S-3 and Forms S-8) listed below and the related prospectuses of Pioneer-Standard Electronics, Inc. of our report dated May 5, 1998 with respect to the consolidated financial statement schedule, as amended, of Pioneer-Standard Electronics, Inc. included in this Annual Report Form 10-K/A for the year ended March 31, 1998: - Registration of 220,000 Common Shares (Form S-3 No. 333-26697) - Registration of $200,000,000 of Debt Securities and Common Shares (Form S-3 No. 333-07665) - 1995 Stock Option Plan for Outside Directors of Pioneer-Standard Electronics, Inc. (Form S-8 No. 333-07143) - 1991 Incentive Stock Option Plan of Pioneer-Standard Electronics, Inc. (Forms S-8 No. 33-46008 and 33-53329) - 1982 Incentive Stock Option Plan of Pioneer Standard Electronics, Inc. (Form S-8 No. 33-18790) ERNST & YOUNG LLP Cleveland, Ohio June 19, 1998 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, Pioneer-Standard Electronics, Inc. has duly caused this Form 10-K/A Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, June 19, 1998. PIONEER-STANDARD ELECTRONICS, INC. By /s/ John V. Goodger -------------------------- John V. Goodger -----END PRIVACY-ENHANCED MESSAGE-----