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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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PIONEER-STANDARD ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
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Ohio 0-5734 34-0907152
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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4800 EAST 131ST STREET, CLEVELAND, OHIO 44108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 587-3600
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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. *
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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
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(b) Pro Forma Financial Information. *
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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.
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Exhibit No. Description
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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.
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* These documents were previously filed with the Company's Form 8-K dated February 27, 1998.
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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 hereunto duly authorized.
PIONEER-STANDARD ELECTRONICS, INC.
Date: April 13, 1998 By /s/ John V. Goodger
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John V. Goodger
Vice President and Treasurer
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EXHIBIT INDEX
Exhibit No. Description of Document
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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.
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* These documents were previously filed with the Company's Form 8-K dated February 27, 1998.
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E-1
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Exhibit 99
[PIONEER-STANDARD ELECTRONICS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
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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
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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."
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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.
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