<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ------------ to --------------.
Commission file number 0-20348.
A. Full title of the plan and the address of the Plan, if different
from that of the issuer named below:
D & K Wholesale Drug, Inc. 401 (k) Profit Sharing Plan and Trust
B. Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
D & K Healthcare Resources, Inc.
8000 Maryland Avenue, Suite 920
St. Louis, MO 63105
<PAGE> 2
D & K HEALTHCARE RESOURCES, INC.
FORM 11-K
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form 11-K
--------------------
are the financial statements and the schedules thereto of the D & K Wholesale
Drug, Inc. 401 (k) Profit Sharing Plan and Trust as required by Form 11-K,
together with the report thereon of Arthur Andersen LLP, independent public
accountants, dated June 25, 1998.
(b) Exhibits. Not Applicable.
--------
2
<PAGE> 3
D & K HEALTHCARE RESOURCES, INC.
FORM 11-K
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
D & K WHOLESALE DRUG, INC. 401 (K)
PROFIT SHARING PLAN AND TRUST
Date: June 25, 1998 By: /s/ Martin D. Wilson
----------------------------------------
Martin D. Wilson, Trustee
3
<PAGE> 4
D&K WHOLESALE DRUG, INC.
401(k) PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee of the D&K Wholesale Drug, Inc.
401(k) Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for
benefits of the D&K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust
(the Plan) as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1997. These financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
The information presented in the schedule of assets held for investment
purposes and schedule of reportable transactions does not disclose the
historical cost of certain investments. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
St. Louis, Missouri,
June 25, 1998
<PAGE> 6
<TABLE>
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
DECEMBER 31, 1997
-----------------
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Fidelity Neuberger Twentieth Oppenheimer
Dreyfus A Asset & Berman Century Global
Bonds Plus Manager Guardian Ultra Fund A
---------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Dreyfus A Bonds Plus $ 35,572 $ - $ - $ - $ -
Fidelity Asset Manager - 114,136 - - -
Neuberger & Berman Guardian - - 347,462 - -
Twentieth Century Ultra - - - 391,058 -
Oppenheimer Global Fund A - - - - 312,592
Warburg Emerging Growth - - - - -
Virtuoso Guaranteed Interest - - - - -
Participant loans - - - - -
D&K common stock - - - - -
-------- --------- --------- --------- ---------
Total investments 35,572 114,136 347,462 391,058 312,592
-------- --------- --------- --------- ---------
Receivables-
Participant contributions 516 961 4,487 5,792 3,553
Employer contributions - - - - -
-------- --------- --------- --------- ---------
Total receivables 516 961 4,487 5,792 3,553
-------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 36,088 $ 115,097 $ 351,949 $ 396,850 $ 316,145
======== ========= ========= ========= =========
NUMBER OF UNITS AT DECEMBER 31, 1997 29,340 69,336 195,527 153,818 149,125
======== ========= ========= ========= =========
VALUE PER UNIT AT DECEMBER 31, 1997 $ 1.23 $ 1.66 $ 1.80 $ 2.58 $ 2.12
======== ========= ========= ========= =========
<CAPTION>
Nonparticipant
Participant Directed Directed
----------------------------------------- --------------
Warburg Virtuoso D&K
Emerging Guaranteed Loan Common
Growth Interest Fund Stock Total
-------- ---------- ---- ------- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Dreyfus A Bonds Plus $ - $ - $ - $ - $ 35,572
Fidelity Asset Manager - - - - 114,136
Neuberger & Berman Guardian - - - - 347,462
Twentieth Century Ultra - - - - 391,058
Oppenheimer Global Fund A - - - - 312,592
Warburg Emerging Growth - - - - -
Virtuoso Guaranteed Interest - 72,089 - - 72,089
Participant loans - - 24,054 - 24,054
D&K common stock - - - 131,856 131,856
-------- -------- -------- --------- -----------
Total investments - 72,089 24,054 131,856 1,428,819
-------- -------- -------- --------- -----------
Receivables-
Participant contributions 309 790 - - 16,408
Employer contributions - - - 52,346 52,346
-------- -------- -------- --------- -----------
Total receivables 309 790 - 52,346 68,754
-------- -------- -------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 309 $ 72,879 $ 24,054 $ 184,202 $ 1,497,573
======== ======== ======== ========= ===========
NUMBER OF UNITS AT DECEMBER 31, 1997 217.61 62,827
======== ========
VALUE PER UNIT AT DECEMBER 31, 1997 $ 1.42 $ 1.16
======== ========
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 7
<TABLE>
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
DECEMBER 31, 1996
-----------------
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------
Fidelity Neuberger Twentieth Oppenheimer
Dreyfus A Asset & Berman Century Global
Bonds Plus Manager Guardian Ultra Fund A
---------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Dreyfus A Bonds Plus $ 37,935 $ - $ - $ - $ -
Fidelity Asset Manager - 85,544 - - -
Neuberger & Berman Guardian - - 205,180 - -
Twentieth Century Ultra - - - 227,507 -
Oppenheimer Global Fund A - - - - 201,210
Virtuoso Guaranteed Interest - - - - -
Participant loans - - - - -
D&K common stock - - - - -
-------- -------- --------- --------- ---------
Total investments 37,935 85,544 205,180 227,507 201,210
-------- -------- --------- --------- ---------
Receivables-
Participant contributions 1,260 1,651 7,915 10,996 5,695
Employer contributions - - - - -
-------- -------- --------- --------- ---------
Total receivables 1,260 1,651 7,915 10,996 5,695
-------- -------- --------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 39,195 $ 87,195 $ 213,095 $ 238,503 $ 206,905
======== ======== ========= ========= =========
NUMBER OF UNITS AT DECEMBER 31, 1996 34,382 63,646 138,373 112,501 118,231
======== ======== ========= ========= =========
VALUE PER UNIT AT DECEMBER 31, 1996 $ 1.14 $ 1.37 $ 1.54 $ 2.12 $ 1.75
======== ======== ========= ========= =========
<CAPTION>
Nonparticipant
Participant Directed Directed
------------------------- --------------
Virtuoso D&K
Guaranteed Loan Common
Interest Fund Stock Total
---------- ---- ------ -----
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Dreyfus A Bonds Plus $ - $ - $ - $ 37,935
Fidelity Asset Manager - - - 85,544
Neuberger & Berman Guardian - - - 205,180
Twentieth Century Ultra - - - 227,507
Oppenheimer Global Fund A - - - 201,210
Virtuoso Guaranteed Interest 55,285 - - 55,285
Participant loans - 13,048 - 13,048
D&K common stock - - 17,917 17,917
-------- -------- -------- ---------
Total investments 55,285 13,048 17,917 843,626
-------- -------- -------- ---------
Receivables-
Participant contributions 1,980 - - 29,497
Employer contributions - - 50,313 50,313
-------- -------- -------- ---------
Total receivables 1,980 - 50,313 79,810
-------- -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 57,265 $ 13,048 $ 68,230 $ 923,436
======== ======== ======== =========
NUMBER OF UNITS AT DECEMBER 31, 1996 51,590
========
VALUE PER UNIT AT DECEMBER 31, 1996 $ 1.11
========
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 8
<TABLE>
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
Fidelity Neuberger Twentieth Oppenheimer
Dreyfus A Asset & Berman Century Global
Bonds Plus Manager Guardian Ultra Fund A
---------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 15,313 $ 22,044 $ 110,083 $ 139,526 $ 86,514
Employer contributions - - - - -
Interest income - - - - -
Net appreciation in the fair
value of investments 2,437 18,296 37,436 57,794 43,058
-------- --------- --------- --------- ---------
Total additions 17,750 40,340 147,519 197,320 129,572
-------- --------- --------- --------- ---------
DEDUCTIONS:
Benefits paid to participants 18,336 6,737 10,646 22,959 32,447
Administrative expenses 46 76 193 379 244
Participant loans 242 (272) 3,827 (2,439) 6,497
Interfund transfers, net 2,233 5,897 (6,001) 18,074 (18,856)
-------- --------- --------- --------- ---------
Total deductions 20,857 12,438 8,665 38,973 20,332
-------- --------- --------- --------- ---------
Change in net assets
available for benefits (3,107) 27,902 138,854 158,347 109,240
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1996 39,195 87,195 213,095 238,503 206,905
-------- --------- --------- --------- ---------
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1997 $ 36,088 $ 115,097 $ 351,949 $ 396,850 $ 316,145
======== ========= ========= ========= =========
<CAPTION>
Nonparticipant
Participant Directed Directed
----------------------------------------- --------------
Warburg Virtuoso D&K
Emerging Guaranteed Loan Common
Growth Interest Fund Stock Total
-------- ---------- ---- ------ -----
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant contributions $ 309 $ 20,101 $ - $ - $ 393,890
Employer contributions - - - 52,346 52,346
Interest income - 3,130 1,793 - 4,923
Net appreciation in the fair
value of investments - - - 66,364 225,385
----- -------- -------- --------- -----------
Total additions 309 23,231 1,793 118,710 676,544
----- -------- -------- --------- -----------
DEDUCTIONS:
Benefits paid to participants - 7,432 - 2,584 101,141
Administrative expenses - 174 - 154 1,266
Participant loans - 1,358 (9,213) - -
Interfund transfers, net - (1,347) - - -
----- -------- -------- --------- -----------
Total deductions - 7,617 (9,213) 2,738 102,407
----- -------- -------- --------- -----------
Change in net assets
available for benefits 309 15,614 11,006 115,972 574,137
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1996 - 57,265 13,048 68,230 923,436
----- -------- -------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, December 31, 1997 $ 309 $ 72,879 $ 24,054 $ 184,202 $ 1,497,573
===== ======== ======== ========= ===========
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE> 9
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
1. DESCRIPTION OF THE PLAN:
------------------------
The following description of the D&K Wholesale Drug, Inc. 401(k) Profit
Sharing Plan and Trust (the Plan) is provided for financial statement
purposes only. Participants should refer to the Plan document for more
complete information.
General
- -------
The Plan is a defined contribution plan established by D&K Wholesale Drug,
Inc. (D&K or the Company) under the provisions of Section 401(a) of the
Internal Revenue Code. The Plan was established January 1, 1995, to offer the
employees of the Company a means of saving funds, on a pretax basis, for
retirement. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974. Participation is voluntary.
Prior to July 1, 1997, full-time employees were eligible to participate in
the Plan upon reaching age 21 and completing 120 days of regular service.
Effective July 1, 1997, full-time employees are eligible to participate in
the Plan upon reaching age 21 and completing 30 days of regular service.
The Plan is administered by executives of D&K, with additional administrative
duties performed by Pension Associates of Wausau, Inc., a third-party plan
administrator. The assets of the Plan are held in a trust by Nationwide
Insurance Company (Nationwide).
Contributions
- -------------
Plan participants may contribute up to 20% of their annual compensation,
subject to certain limitations. Contributions may be made prior to federal
and certain other income taxes pursuant to Section 401(k) of the Internal
Revenue Code.
The Company contribution is discretionary and is currently equivalent to 25%
of employees' contributions up to a maximum contribution based on 6% of
eligible compensation and is invested in the D&K Common Stock Fund. In April
1998, the Company contribution to the Plan for 1997 was made in the form of
3,625 shares of D&K Healthcare Resources, Inc. common stock valued at
$52,346.
Investments
- -----------
Participants direct contributions into any of seven investment funds.
Members may change their investment elections quarterly. A description of
each investment fund is provided below:
Dreyfus A Bonds Plus
--------------------
For investment of contributions in a fund which invests principally in
debt obligations of corporations, the U.S. Government and its agencies
and instrumentalities, and major U.S. banking institutions. At least
80% of the fund's portfolio is invested in bonds rated at least A by
Moody's Investor Services, Inc. or Standard and Poor's Corporation.
The fund seeks the maximum amount of current income to the extent
consistent with the preservation of capital and maintenance of
liquidity.
<PAGE> 10
- 2 -
Fidelity Asset Manager
----------------------
For investment of contributions in a fund which diversifies across
stocks, bonds and short-term and money market instruments, both in the
United States and abroad. The fund has a neutral mix, which
represents the way the fund's investments will generally be allocated
over the long term. This mix will vary over short-term periods as
fund management gradually adjusts the fund's holdings, within defined
ranges, based on the current outlook for the different markets.
Neutral mix: stocks 50% (can range from 30-70%), bonds 40% (can range
from 20-60%), and short term/money market 10% (can range 0-50%). The
fund seeks high total return with reduced risk over the long term.
Neuberger & Berman Guardian Fund
--------------------------------
For investment of contributions in a fund that invests in stocks of
established, high quality companies considered to be undervalued in
comparison to stocks of similar companies. The fund seeks capital
appreciation and current income.
American Century: Twentieth Century Ultra
------------------------------------------
For investment of contributions in a fund that invests in the stocks of
companies that demonstrate accelerating, sustainable earnings growth.
The fund's management team evaluates companies based on earnings and
revenue trends. The fund intends to remain fully invested in the stock
market at all times. The fund seeks capital appreciation over time by
investing primarily in the common stocks of medium- and large-sized
companies that exhibit accelerating growth.
Oppenheimer Global Fund A
-------------------------
For investment of contributions in a fund that invests in foreign and
U.S. markets using a disciplined theme approach. The fund identifies
key worldwide trends in order to focus on areas that the fund
management believes offers some of the best opportunities for long-term
growth. These trends fall into three categories of change:
technological change, demographic/geopolitical change and changing
resource need. The fund utilizes techniques such as hedging, borrowing
money for investment in securities and short-term trading. The fund
seeks capital appreciation and does not consider current income as an
objective.
Warburg Emerging Growth Fund
----------------------------
For investment of contributions in a fund that invests in a portfolio
of equity securities of domestic companies. The fund ordinarily will
invest at least 65% of its total assets in common stocks or warrants of
emerging growth companies that represent attractive opportunities for
maximum capital appreciation. Emerging growth companies are small- or
medium-sized companies that have passed their start-up phase and that
show positive earnings and prospects of achieving significant profits
and gains in a relatively short period of time. Emerging growth
companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors
and include smaller companies experiencing unusual developments
affecting their market value. The Emerging Growth Fund seeks maximum
capital appreciation.
Virtuoso Guaranteed Interest Fund
---------------------------------
For investment of contributions in a guaranteed return contract with a
quarterly interest rate that is indexed to the Treasury Note yield.
The interest earned in this contract can change quarterly if the yield
on the Treasury Note index changes. The assets invested in this
contract are a part of the general assets of Nationwide. In 1997, the
return on this fund was 5.1%.
<PAGE> 11
- 3 -
D&K Common Stock Fund
---------------------
Company contributions to this fund are invested in the common stock of
D&K. The fund may have cash on hand to meet current needs. Accounts
are valued as of the last day of the plan year. This fund is not an
investment option for employee contributions.
Vesting
- -------
Participants are always 100% vested in the value of their contributions and
the earnings thereon. Vesting of company contributions and the earnings
thereon is determined based on participants' years of vesting service.
Vesting service is any calendar year in which a participant was credited with
one thousand hours. The vesting schedule is as follows:
<TABLE>
<CAPTION>
Percentage
Years of Vesting Service Vested
- ------------------------------- ----------
<S> <C>
0-1 0%
2 20%
3 40%
4 60%
5 80%
6 100%
Death, disability or retirement 100%
</TABLE>
Payments of Benefits
- --------------------
Amounts in a participant's account and the vested portion of a participant's
employer contributions are distributed upon retirement, death, disability or
other termination of employment. Distributions from the D&K Common Stock
Fund are made in cash. Forfeitures of the nonvested amounts are used to
reduce company discretionary contributions.
Loans to Employees
- ------------------
Participants of the Plan may borrow funds from their accounts up to $50,000
or 50% of their vested balances, whichever is less. The outstanding balance
of loans to participants was $24,054 and $13,048 as of December 31, 1997 and
1996, respectively.
Plan Member Accounts
- --------------------
Individual accounts are maintained for each plan participant to reflect the
plan participant's share of the Plan's income, the Company's contribution and
the plan participant's contribution.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Definition of the Plan Year
- ---------------------------
The Plan year is a calendar year ending December 31.
Basis of Presentation
- ---------------------
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting.
<PAGE> 12
- 4 -
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported additions to and deductions from net assets available for
benefits during the reporting period. Actual results could differ from those
estimates.
Administrative Expenses
- -----------------------
The Company pays all administrative expenses of the Plan.
Valuation of Investments
- ------------------------
Investments in mutual funds and D&K stock are valued using publicly stated
quotes as of the close of business on the last day of the plan year. All
investments of the Plan are listed at unit value, as determined by
Nationwide. Unit value is calculated as the appreciation/depreciation of
each mutual fund based on an original index of $1.00 per unit in relation to
the net asset value per each fund's market listing.
The Plan's guaranteed interest fund is included in the financial statements
at December 31, 1997, at contract value, which approximates market value as
reported to the Plan by Nationwide. Contract value represents the deposits
less withdrawals made under the contract plus interest earned through the end
of the plan year. The guaranteed interest fund has an average yield
approximating the guaranteed rate of return. The guaranteed interest fund
has a quarterly interest guarantee which is based on the five-year U.S.
Treasury Note yield. The interest earned in this fund can change quarterly
if the yield on the five-year U.S. Treasury Note index changes. Interest is
credited to each participant's account.
3. TAX STATUS:
-----------
The Plan has not obtained a determination letter from the IRS, however, the
Plan administrator and the Plan's counsel believe that the Plan is currently
being operated in compliance with the applicable requirements of the Internal
Revenue Code and was tax exempt through the year ended December 31, 1997.
4. DISTRIBUTION OF ASSETS UPON TERMINATION OF THE PLAN:
----------------------------------------------------
D&K reserves the right to terminate the Plan, in whole or in part, at any
time. In the event of termination, all amounts credited to the participant
accounts will become 100% vested. If the Plan is terminated at any time or
contributions are completely discontinued and D&K determines that the Trust
shall be terminated, all accounts shall be revalued as if the termination
date were a valuation date and such accounts shall be distributed to
participants. If the Plan is terminated or contributions completely
discontinued but D&K determines that the Trust shall be continued pursuant to
the terms of the trust agreement, no further contributions shall be made by
participants or the Company, but the trust shall be administered as though
the Plan were otherwise in effect.
5. RECONCILIATION TO FORM 5500:
----------------------------
For the year ended December 31, 1997, the Plan had approximately $64,243 of
pending distributions to participants who elected either a withdrawal or
final payment of their benefits from the Plan. These amounts are recorded as
a liability in the Plan's Form 5500; however, these amounts are not recorded
as a liability in accordance with generally accepted accounting principles.
<PAGE> 13
- 5 -
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by D&K for the year ended
December 31, 1997:
<TABLE>
<CAPTION>
Participant
Termination
Benefits and Net Assets
Payable to Withdrawal Available for
Participants Payments Benefits
------------ ----------- -------------
<S> <C> <C> <C>
Per financial statements $ - $ 101,141 $ 1,497,573
Accrued benefit payments - December 31, 1997 64,243 64,243 (64,243)
Accrued benefit payments - December 31, 1996 - (55,443) -
-------- --------- -----------
Per Form 5500 $ 64,243 $ 109,941 $ 1,433,330
======== ========= ===========
</TABLE>
<PAGE> 14
<TABLE>
SCHEDULE I
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
DECEMBER 31, 1997
-----------------
<CAPTION>
Fair
Cost <Fa> Value
--------- -----
<S> <C> <C>
Dreyfus A Bond Plus $ <Fa> $ 35,572
Fidelity Asset Manager <Fa> 114,136
Neuberger & Berman Guardian <Fa> 347,462
Twentieth Century Ultra <Fa> 391,058
Oppenheimer Global Fund A <Fa> 312,592
Warburg Emerging Growth <Fa> -
Virtuoso Guaranteed Interest<F*> <Fa> 72,089
Participant loans, 8% to 9.67% 24,054 24,054
D&K Common Stock<F*> 86,957 131,856
-----------
$ 1,428,819
===========
<FN>
<Fa> The Plan's record keeper does not provide historical cost information.
<F*>Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE> 15
<TABLE>
SCHEDULE II
D&K WHOLESALE DRUG, INC.
------------------------
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS <Fa>
---------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<CAPTION>
Purchases Sales
------------------- ---------------------------------------------------
No. of No. of Sales Gain/
Trans. Cost Trans. Cost <Fb> Price (Loss)<Fb>
------ ---- ------ --------- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Neuberger & Berman Guardian 26 $114,501 16 $ - $15,590 $ -
Twentieth Century Ultra 37 149,125 17 - 25,197 -
Oppenheimer Global Fund A 36 92,499 14 - 38,720 -
D&K Common Stock<F*> 1 50,313 3 - 2,590 -
<FN>
<Fa> Represents transactions or a series of transactions in excess of 5% of
the fair value of plan assets at the beginning of the year.
<Fb> The Plan's record keeper does not provide historical cost information.
<F*>Also a party-in-interest.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports dated June 25, 1998, included in this Form 11-K for the year
ended December 31, 1997, into the Company's previously filed Registration
Statements on Form S-8 (No. 33-24263).
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
June 25, 1998
