PATTERSON DENTAL CO
8-K, 1999-09-15
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               September 15, 1999
                Date of report (Date of earliest event reported)

                            PATTERSON DENTAL COMPANY
               (Exact Name of Registrant as Specified in Charter)

          Minnesota                      0-20572               41-0886515
(State or Other Jurisdiction           (Commission           (IRS Employer
      of Incorporation)                File Number)      Identification Number)

                           1031 Mendota Heights Road
                           St. Paul, Minnesota 55120
         (Address of Principal Executive Offices, including Zip Code)

                                (651) 686-1600
             (Registrant's Telephone Number, including Area Code)

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ITEM 5   OTHER EVENTS

         Reference is made to the press release issued to the public by
         Patterson Dental Company on September 15, 1999, announcing a share
         repurchase program pursuant to which the company may purchase up to one
         million of its shares in open market transactions. Such press release
         is attached hereto as an exhibit.

ITEM 7   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

                  99.1     Press release dated September 15, 1999.

                                       2
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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 on September 15, 1999.

                                        PATTERSON DENTAL COMPANY

                                        By:  /s/ Matthew L. Levitt
                                           -------------------------------
                                           Matthew L. Levitt
                                           Secretary and General Counsel

                                       3
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                                  EXHIBIT INDEX

Exhibit
Number           Description
- -------          -----------

 99.1            Press release dated September 15, 1999.

                                       4

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                                                                    EXHIBIT 99.1

                                   Patterson Dental Company
                                   1031 Mendota Heights Road
                                   St. Paul, MN  55120
                                   Nasdaq: PDCO

AT THE COMPANY:                    AT THE FINANCIAL RELATIONS BOARD:
R. Stephen Armstrong               Leslie Hunziker            Suzy Olson
Executive Vice President & CFO     General Information        Analyst Inquiries
(651) 686-1600                     (312) 266-7800             (312) 266-7800

FOR IMMEDIATE RELEASE
WEDNESDAY, SEPTEMBER 15, 1999

PATTERSON DENTAL COMPANY ANNOUNCES SHARE REPURCHASE PROGRAM

MINNEAPOLIS, September 15, 1999 -- Patterson Dental Company (Nasdaq: PDCO)
announced today that its Board of Directors approved a stock repurchase plan
pursuant to which the company may purchase up to one million of its shares in
open market transactions from time to time over a period ending September 30,
2004.

The purposes for the stock repurchase plan include offsetting shares issuable
under various stock purchase and option plans that the company currently has in
place and shares which may be issued in future acquisitions, and for other
corporate purposes. The stock repurchase plan will be funded with the company's
existing cash. Repurchased shares will constitute authorized but unissued shares
of the company.

Patterson Dental Company is one of the largest distributors of dental products
in North America. The company supplies more than 82,500 products to dentists,
dental laboratories, institutions, physicians and other healthcare providers.
These products include x-ray film, impression and restorative materials, hand
instruments, sterilization products, front office forms and stationery as well
as capital equipment. Patterson markets its products and services through
approximately 1,020 sales representatives and equipment specialists in the
United States and Canada.

This release contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
information of a non-historical nature and are subject to risks and
uncertainties that are beyond the company's ability to control. The company
cautions shareholders and prospective investors that the following factors,
among others, may cause actual results to differ materially from those indicated
by the forward-looking statements: competition within the dental supply
industry; changes in the economics of dentistry, including reduced growth in
expenditures by private dental insurance plans and the effects of healthcare
reform, which may affect future per capita expenditures for dental services and
the ability of dentists to invest in or obtain reimbursement for the use of high
technology products; the ability of the company to maintain satisfactory
relationships with its salesforce; the effects of economic conditions;
unforeseen operating risks; risks associated with the dependence on
manufacturers of the company's products; the ability of the company and its
suppliers of products and services to upgrade their computer systems to address
year 2000 issues; and the availability

                                      More
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Patterson Dental Company
Add 1

of capital to finance planned growth. Forward-looking statements are qualified
in their entirety by cautionary language set forth in the company's Form 10-K
report filed July 19, 1999, and other documents filed with the Securities and
Exchange Commission.

               For further information on Patterson Dental free
                  of charge via fax, dial 1-800-PRO-INFO and
                             enter the number 207.

                                     #####


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