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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.
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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
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Pioneer-Standard Electronics, Inc.
Schedule II - Valuation and Qualifying Accounts
Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Balance at Charged to cost Other Deductions Balance at the
beginning of and expenses (Net write-offs) end of period
period Net recoveries
1998
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
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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
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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
