PATTERSON DENTAL CO
10-Q, 2000-03-13
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 29, 2000.

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

                           Commission File No. 0-20572


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


               Minnesota                             41-0886515
               ---------                             ----------
       (State of Incorporation)         (IRS Employer Identification No.)

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

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



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
requirements for at least the past 90 days.

                X      Yes                                No
            --------                          ---------


Patterson Dental Company has outstanding 33,670,406 shares of common stock as of
March 7, 2000.

                                  Page 1 of 14
<PAGE>

                            PATTERSON DENTAL COMPANY

                                      INDEX

                                                                          Page
                                                                          ----


PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements                                        3-7

              Condensed Consolidated Balance Sheets as of January 29,
              2000 and April 24, 1999                                       3

              Condensed Consolidated Statements of Income for the
              Three Months and Nine Months Ended January 29, 2000
              and January 23, 1999                                          4

              Condensed Consolidated Statements of Cash Flows for
              the Nine Months Ended January 29, 2000 and January
              23, 1999                                                      5

              Notes to Condensed Consolidated Financial Statements        6-7

     Item 2 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        8-12


PART II - OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K                             13

     Signatures                                                            14


Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
1995:

     This Form 10-Q for the period ended January 29, 2000, contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "anticipate", "estimate",
"believe", "goal", or "continue", or comparable terminology that involves risks
and uncertainties and that are qualified in their entirety by cautionary
language set forth in the Company's Annual Report on Form 10-K filed July 19,
1999, and other documents filed with the Securities and Exchange Commission. See
also pages 11-12 of this Form 10-Q.

                                       2
<PAGE>

                          PART I FINANCIAL INFORMATION

                            PATTERSON DENTAL COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                   January 29,              April 24,
                                                                                      2000                    1999
                                                                                   -----------              ---------
                                                                                   (unaudited)
<S>                                                                                  <C>                    <C>
Current assets:
       Cash and cash equivalents.............................................        $ 81,871               $ 78,746
       Short-term investments................................................           6,662                    ---
       Receivables, net......................................................         108,601                112,521
       Inventory.............................................................         110,053                 91,722
       Prepaid expenses and other current assets.............................           5,318                  3,655
                                                                                     --------               --------
              Total current assets...........................................         312,505                286,644
Property and equipment, net..................................................          45,088                 37,018
Intangibles, net ............................................................          45,588                 46,867
Long-term receivables, net...................................................          15,930                  1,575
Other........................................................................           1,610                  1,146
                                                                                     --------               --------
              Total assets..................................................         $420,721               $373,250
                                                                                     ========               ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable......................................................        $ 72,985               $ 67,213
       Accrued payroll expense...............................................          15,777                 14,342
       Other accrued expenses................................................          11,760                 16,722
       Current maturities of long-term debt..................................             357                    415
                                                                                     --------               --------
              Total current liabilities......................................         100,879                 98,692
Long-term debt...............................................................           1,362                  1,682
Deferred taxes...............................................................           1,660                  1,650
                                                                                     --------               --------
              Total liabilities..............................................         103,901                102,024

Deferred credits.............................................................           5,363                  6,027

Stockholders' equity:
       Preferred stock.......................................................             ---                    ---
       Common stock..........................................................             337                    336
       Additional paid-in capital............................................          65,975                 66,992
       Accumulated other comprehensive loss..................................          (1,439)                (2,222)
       Retained earnings.....................................................         260,252                213,761
       Note receivable from ESOP.............................................         (13,668)               (13,668)
                                                                                     --------               --------
              Total stockholders' equity.....................................         311,457                265,199
                                                                                     --------               --------
              Total liabilities and stockholders' equity.....................        $420,721               $373,250
                                                                                     ========               ========
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>

                            PATTERSON DENTAL COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (In thousands except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended        Nine Months Ended
                                                      -------------------     ---------------------
                                                      Jan. 29,   Jan. 23,     Jan. 29,    Jan. 23,
                                                       2000        1999         2000        1999
                                                      --------   --------     --------    --------
                                                                             (40 weeks)  (39 weeks)
<S>                                                  <C>         <C>          <C>         <C>
Net sales..........................................  $260,172    $230,176     $763,206    $643,574

Cost of sales .....................................   163,756     144,335      482,470     405,218
                                                     --------    --------     --------    --------

Gross profit ......................................    96,416      85,841      280,736     238,356

Operating expenses ................................    70,445      64,343      210,313     181,939
                                                     --------    --------     --------    --------

Operating income ..................................    25,971      21,498       70,423      56,417

Other income and expense:
    Amortization of deferred credits ..............       222         222          664         665
    Finance income, net ...........................     1,285         462        3,325       1,263
    Interest expense ..............................       (37)       (113)        (139)       (398)
    Profit (loss) on currency exchange ............        31          (9)          (5)       (154)
                                                     --------    --------     --------    --------

Income before income taxes ........................    27,472      22,060       74,268      57,793

Income taxes ......................................    10,280       8,312       27,776      21,919
                                                     --------    --------     --------    --------
Net income ........................................  $ 17,192    $ 13,748     $ 46,492    $ 35,874
                                                     ========    ========     ========    ========

Earnings per share - basic ........................  $   0.51    $   0.41     $   1.38    $   1.08
                                                     ========    ========     ========    ========

Earnings per share - diluted ......................  $   0.51    $   0.41     $   1.38    $   1.07
                                                     ========    ========     ========    ========
</TABLE>

                             See accompanying notes.

                                       4
<PAGE>

                            PATTERSON DENTAL COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                       -------------------------
                                                                        Jan. 29,       Jan. 23,
                                                                          2000           1999
                                                                       ----------     ----------
                                                                       (40 weeks)     (39 weeks)
<S>                                                                     <C>            <C>
Operating activities:
       Net income.....................................................  $ 46,492       $ 35,874
       Adjustments to reconcile net income
          to net cash provided by operating
          activities:
              Depreciation............................................     5,030          4,505
              Amortization of deferrals...............................      (664)          (664)
              Amortization of goodwill................................     2,236          2,011
              Bad debt expense........................................       890            755
              Change in assets and liabilities, net of acquired.......   (12,372)       (39,151)
                                                                        --------       --------
Net cash provided by operating activities.............................    41,612          3,330

Investing activities:
       Proceeds from sale of facilities...............................       ---          2,250
       Additions to property and equipment, net.......................   (12,700)        (5,331)
       Acquisitions, net..............................................    (2,842)          (344)
       Purchase of short-term investments.............................    (6,662)           ---
       Investment in equipment contracts..............................   (14,940)           ---
                                                                        --------       --------
 Net cash used in investing activities................................   (37,144)        (3,425)

Financing activities:
       Decrease in bank indebtedness..................................       ---           (632)
       Payments and retirement of long-term debt and
         obligations under capital leases.............................      (457)        (3,232)
       Common stock issued (purchased), net...........................    (1,016)         3,151
                                                                        --------       --------
Net cash used in financing activities ................................    (1,473)          (713)

Effect of exchange rate changes on cash...............................       130            (29)
                                                                        --------       --------

Net increase (decrease) in cash and cash equivalents..................     3,125           (837)

Cash and cash equivalents at beginning of period......................    78,746         35,619
                                                                        --------       --------

Cash and cash equivalents at end of period............................  $ 81,871       $ 34,782
                                                                        ========       ========
</TABLE>

                             See accompanying notes.

                                       5
<PAGE>

                            PATTERSON DENTAL COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands except per share data)
                                   (Unaudited)
                                January 29, 2000

1.   In the opinion of management, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments necessary to
     present fairly the financial position as of January 29, 2000, and the
     results of operations and the cash flows for the periods ended January 29,
     2000, and January 23, 1999. Such adjustments are of a normal recurring
     nature. The results of operations for the quarter ended January 29, 2000,
     and January 23, 1999, are not necessarily indicative of the results to be
     expected for the full year. The balance sheet at April 24, 1999, is derived
     from the audited balance sheet as of that date. These financial statements
     should be read in conjunction with the financial statements included in the
     1999 Annual Report on Form 10-K filed on July 19, 1999.

2.   The fiscal year end of the Company is the last Saturday in April. The third
     quarter of fiscal year 2000 and 1999 represent the 13 weeks ended January
     29, 2000 and January 23, 1999, respectively. The first nine months of
     fiscal year 2000 include 40 weeks while the first nine months of fiscal
     year 1999 include 39 weeks.

3.   Cash equivalents consist of investments in money market funds, highly rated
     commercial paper and government securities. The maturities of these
     securities at the time of purchase is 90 days or less. Short-term
     investments consist of highly rated commercial paper and government
     securities with maturities longer than 90 days at the date of purchase. All
     cash equivalents and short-term investments are classified as available for
     sale and cost approximates market value.

4.   The Company made the following acquisitions that affect the periods covered
     by these financial statements:

           Dentaplex, Inc.                                 July 27, 1998
           J&S Dental Supply Company, Inc.              February 9, 1999
           Barr Dental Supply, Inc.                        June 28, 1999
           Kentucky Dental Supply Company, Inc.         October 25, 1999

     These acquisitions were accounted for as purchases and, accordingly, the
     net assets and operating results are included in the Company's financial
     statements from the date of acquisition. The results of operations of these
     acquisitions individually, and in the aggregate, were not material to the
     financial statements on a pro forma basis.

5.   On February 5, 1999, the Company acquired Professional Business Systems,
     Inc. in exchange for 214,317 shares of common stock. The acquisition was
     accounted for as a pooling-of-interests and was not material to the
     financial statements on a pro forma basis. The financial statements have
     not been restated to reflect the financial position and results of the
     operations prior to the date of acquisition based on materiality.

                                       6
<PAGE>

6.   Total comprehensive income was $17,625 and $47,275 for the three and nine
     months ended January 29, 2000 and $14,084 and $34,628 for the three and
     nine months ended January 23, 1999, respectively.

7.   The following table sets forth the denominator for the computation of basic
     and diluted earnings per share:

<TABLE>
<CAPTION>
                                               Three Months Ended      Nine Months Ended
                                               -------------------   --------------------
                                               Jan. 29,   Jan. 23,   Jan. 29,    Jan. 23,
                                                 2000       1999      2000         1999
                                               --------   --------   --------    --------
<S>                                             <C>        <C>         <C>        <C>
Denominator:
  Denominator for basic earnings per
    share - weighted-average shares             33,687     33,360      33,672     33,325

  Effect of dilutive securities:
    Director Stock Option Plan                      62         60          61         57
    Employee Stock Purchase Plan                     4          5           5          5
    Capital Accumulation Plan                       44         47          45         45
                                                ------     ------      ------     -------

  Dilutive potential common shares                 110        112         111        107
                                                ------     ------      ------     ------

  Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions              33,797     33,472      33,783     33,432
                                                ======     ======      ======     ======

</TABLE>

                                       7
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net
sales represented by certain operational data.

                                    Three Months Ended     Nine Months Ended
                                   --------------------   -------------------
                                   Jan. 29,    Jan. 23,   Jan. 29,   Jan. 23,
                                     2000        1999       2000       1999
                                   --------    --------   --------   --------

Net sales ........................   100.0%     100.0%     100.0%     100.0%
Cost of sales ....................    62.9%      62.7%      63.2%      63.0%
                                     -----      -----      -----      -----

Gross profit .....................    37.1%      37.3%      36.8%      37.0%
Operating expenses ...............    27.1%      28.0%      27.6%      28.3%
                                     -----      -----      -----      -----

Operating income .................    10.0%       9.3%       9.2%       8.7%
Other income and expense, net ....     0.6%       0.3%       0.5%       0.3%
                                     -----      -----      -----      -----

Income before income taxes .......    10.6%       9.6%       9.7%       9.0%
Income taxes .....................     4.0%       3.6%       3.6%       3.4%
                                     -----      -----      -----      -----

Net income .......................     6.6%       6.0%       6.1%       5.6%
                                     =====      =====      =====      =====


QUARTER ENDED JANUARY 29, 2000 COMPARED TO QUARTER ENDED JANUARY 23, 1999.

          Net Sales. Net sales increased 13.0% to $260.2 million for the three
     months ended January 29, 2000 ("Current Quarter") from $230.2 million for
     the three months ended January 23, 1999 ("Prior Quarter"). All product
     categories contributed to the sales increase. Sales of dental sundry
     products increased 16.3% due primarily to an increase in the customer base
     and a 9 percent year-to-year increase in the sales force. Equipment sales
     increased 5.3% over the Prior Quarter despite an equipment financing
     promotion in 1999 that benefited the Prior Quarter. Sales of Colwell
     printed office products were up 29.8%, which included the February 1999
     acquisition of Professional Business Systems ("PBS"). Excluding the impact
     of PBS, sales were up 6.2%. EagleSoft software and related product sales
     were up 29.5%. Sales in Canada improved 31.3%, benefiting from an improving
     economy.

                                       8
<PAGE>

          Gross Profit. Gross profit margin declined to 37.1% for the Current
     Quarter from 37.3% for the Prior Quarter. The 20 basis point gross margin
     decrease was due primarily to the absence of certain buying opportunities
     that were available last year. Gross profit increased 12.3% to $96.4
     million for the Current Quarter from $85.8 million for the Prior Quarter.
     The increase in gross profit was due to increased sales.

          Operating Expenses. Operating expenses increased 9.5% to $70.4 million
     for the Current Quarter from $64.3 million for the Prior Quarter. The
     increase in operating expenses was principally related to the higher sales
     volume and greater occupancy costs. Operating expenses as a percent of
     sales, however, decreased from 28.0% in the Prior Quarter to 27.1% in the
     Current Quarter.

          Operating Income. Operating income increased 20.8% to $26.0 million
     for the Current Quarter from $21.5 million for the Prior Quarter. Operating
     income as a percent of net sales increased from 9.3% to 10.0%, due to
     improved operating leverage.

          Finance Income. Finance income, net of expenses, was $1.3 million for
     the Current Quarter compared to $.5 million for the Prior Quarter. Finance
     income increased $.8 million due primarily to higher average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased slightly to
     37.4% for the Current Quarter from 37.7% for the Prior Quarter.

          Net Income. Net income was $17.2 million, up $3.5 million or 25.1%
     from $13.7 million reported in the second quarter of last year due to the
     factors discussed above.

          Earnings Per Share. Earnings per share were 51 cents which represents
     a 10 cent or 24.4% increase over the same quarter a year ago.


NINE MONTHS ENDED JANUARY 29, 2000 COMPARED TO NINE MONTHS ENDED JANUARY 23,
1999.

          Net Sales. Net sales increased 18.6% to $763.2 million for the nine
     months ended January 29, 2000 ("Current Period") from $643.6 million for
     the nine months ended January 23, 1999 ("Prior Period"). The Current Period
     includes 40 weeks versus 39 weeks in the Prior Period. Excluding the impact
     of the additional week, sales increased approximately 16%. Sales references
     in parentheses exclude the additional week. Sales of consumables increased
     19.4%(16%) due primarily to contributions from an expanded sales force and
     an increase in the number of customers. Equipment sales increased
     14.4%(12%) due to strong demand across all product lines. Sales of printed
     office products through Colwell Systems were up 33.9%. Excluding the impact
     of the acquisition of PBS and the additional week sales increased
     approximately 6%. An expanded product offering and better account
     penetration by the dental sales force were the major factors contributing
     to the increase. Sales of EagleSoft software and related services increased
     51.1%(47%) as customers upgraded their systems to be year 2000 compliant.

          Gross Profit. Gross profit margin decreased to 36.8% for the Current
     Period from 37.0% for the Prior Period due primarily to the absence of
     certain buying opportunities that were available last year. Gross profit
     increased 17.8% to $280.7 million for the Current Period from $238.4
     million for the Prior Period. The increase in gross profit was due
     primarily to the increase in sales volume.

                                       9
<PAGE>

          Operating Expenses. Operating expenses increased 15.6% to $210.3
     million for the Current Period from $181.9 million for the Prior Period.
     The majority of the increase in operating expenses was related to greater
     sales volume, incentive compensation and higher health care costs.
     Operating expenses as a percent of sales declined from 28.3% to 27.6% due
     to improved operating leverage.

          Operating Income. Operating income increased 24.8% to $70.4 million
     for the Current Period from $56.4 million for the Prior Period. As a
     percent of net sales, operating income increased from 8.7% to 9.2%, due to
     better leverage of the Company's infrastructure.

          Finance Income. Finance income, net of expenses, was $3.3 million for
     the Current Period compared to $1.3 million for the Prior Period. Finance
     income increased $2.0 million due primarily to increased average short-term
     investments of cash.

          Income Taxes. The effective income tax rate decreased to 37.4% for the
     Current Period from 37.9% for the Prior Period as a result of operating
     profit in Canada and utilization of tax-loss carryforwards in that country.

          Net Income. Net income was $46.5 million, up $10.6 million or 29.6 %
     from $35.9 million reported in the first nine-months of last year due to
     the factors discussed above.

          Earnings Per Share. Diluted earnings per share were $1.38 which
     represents a 31 cent or 29.0% increase over the same period a year ago.



LIQUIDITY AND CAPITAL RESOURCES

     The Company's financial condition remains strong. Cash generated from
     operating activities was the principal source of funds during the nine
     months ended January 29, 2000 and was used primarily to invest in working
     capital and fund capital expenditures.

     Operating activities generated cash of $41.6 million in the first nine
     months of 2000, compared to the same period in 1999 where operating
     activities provided cash of $3.3 million. The increase of $38.3 million was
     due to a number of favorable factors, including a $10.6 million increase in
     net income, a decrease in accounts receivable, resulting from a special
     equipment financing program which ended in the third quarter of 1999 and a
     change in the timing of accounts payable payments. This was offset by an
     increase in inventory resulting from safety stock purchases for Y2K and the
     temporary duplication of the new distribution center inventory build-up.
     Both of these factors will be worked through the system by the end of the
     fiscal year. Inventory turnover did increase from 6.1 turns at January 23,
     1999 to 6.3 turns at January 29, 2000.

     Capital expenditures for the first nine months of 2000 were $12.7 million
     compared with $5.3 million for the same period in 1999. The increase
     reflects spending for the new distribution center which came on line in
     February 2000.

                                       10
<PAGE>

     The investment in equipment contracts resulted from the decision to hold,
     as opposed to sell, $20.1 million of equipment contracts receivable, $14.9
     million of which was classified as a long-term asset on the balance sheet.
     If these contracts had been sold the proceeds would have been invested in
     short-term investment instruments. By holding the contracts, the return to
     the Company is enhanced without a significant increase in risk.

     In September 1999, the Board of Directors authorized the repurchase of up
     to one million shares of our common stock. For the nine months ended
     January 29, 2000, the Company repurchased 90,000 shares for $3.8 million.

     Available liquid resources at January 29, 2000 consisted of $88.5 million
     of cash and short-term investments and $23.2 million available under
     existing bank lines at January 29, 2000. The Company believes that cash and
     short-term investments and the remainder of its credit lines are sufficient
     to meet any existing and presently anticipated cash needs. In addition,
     because of its low debt to equity ratio, the Company believes it has
     sufficient debt capacity to replace its existing revolver and provide the
     necessary funds to achieve its corporate objectives.

IMPACT OF YEAR 2000

     In prior quarters, the Company discussed the nature and progress of its
     plans to become Year 2000 ready. In late 1999, the Company completed its
     remediation and testing of its major information technology and technology
     reliant operating systems. As a result of those planning and implementation
     efforts, the Company experienced no significant disruptions in mission
     critical information technology and technology reliant operating systems
     and believes those systems successfully responded to the Year 2000 date
     change. The Company is not aware of any material problems resulting from
     Year 2000 issues, either with its products, its internal systems, or the
     products and services of third parties. The Company will continue to
     monitor its mission critical computer applications and those of its
     suppliers and vendors throughout the year 2000 to ensure that any latent
     Year 2000 matters that may arise are addressed promptly.


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Certain information of a non-historical nature contain forward-looking
     statements. Words such as "believes", "expects", "plans", "estimates" and
     variations of such words are intended to identify such forward-looking
     statements. The statements are not guaranties of future performance and are
     subject to certain risks, uncertainties or assumptions that are difficult
     to predict: therefore, the Company cautions shareholders and prospective
     investors that the following important factors, among others, could in the
     future affect the Company's actual operating results which could differ
     materially from those expressed in any forward-looking statements. The
     statements under this caption are intended to serve as cautionary
     statements within the meaning of the Private Securities Litigation Reform
     Act of 1995. The following information is not intended to limit in any way
     the characterization of other statements or information under other
     captions as cautionary statements for such purpose. The order in which such
     factors appear below should not be construed to indicate their relative
     importance or priority.

     o    Reduced growth in expenditures for dental services by private dental
          insurance plans.

                                       11
<PAGE>

     o    Accuracy of the Company's assumptions concerning future per capita
          expenditures for dental services, including assumptions as to
          population growth and the demand for preventive dental services such
          as periodontic, endodontic and orthodontic procedures.

     o    The rate of growth in demand for infection control products currently
          used for prevention of the spread of communicable diseases such as
          AIDS, hepatitis and herpes.

     o    The effects of health care reform, increasing emphasis on controlling
          health care costs and legislation or regulation of health care
          pricing, all of which may affect the ability of dentists to obtain
          reimbursement for use of new and state-of-the-art procedures and
          technologies.

     o    The effects of, and changes in, U.S. and world social and economic
          conditions, monetary and fiscal conditions, laws and regulations,
          other activities of governments, agencies and similar organizations,
          trade policies and taxes, import and other charges, inflation and
          monetary fluctuations; the ability or inability of the Company to
          obtain or hedge against foreign currencies, foreign exchange rates and
          fluctuations in those rates.

     o    Ability of the Company to retain its base of customers and to increase
          its market share.

     o    The ability of the Company to maintain satisfactory relationships with
          qualified and motivated sales personnel.

     o    Changes in economics of dentistry affecting dental practice growth and
          the demand for dental products, including the ability and willingness
          of dentists to invest in high-technology diagnostic and therapeutic
          products.

     o    The Company's ability to meet increased competition from national,
          regional and local full-service distributors and mail-order
          distributors of dental products, while maintaining current or improved
          profit margins.

     o    Continued ability of the Company to maintain satisfactory
          relationships with key vendors and the ability of the Company to
          create relationships with additional manufacturers of quality,
          innovative products.

     o    Future operating results of the Company's printed office products
          group depends upon its ability to attract and retain customers by
          offering quick response time and innovative products that meet
          industry reporting standards. Because the cost of paper stock
          represents over half the cost of its paper and printed products,
          future operating results may be subject to fluctuations in paper
          prices. In addition, the introduction of computer-based technologies
          into the management of health care practices may affect future demand
          for printed products.

                                       12
<PAGE>

                            PART II OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Item 27 Financial Data Schedule.

         (b)  No reports on Form 8-K were filed during the quarter for which
              this report is filed.

All other items under Part II have been omitted because they are inapplicable or
the answers are negative, or, in the case of legal proceedings, were previously
reported in the annual report on Form 10-K filed July 19, 1999.

                                       13
<PAGE>

                                   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, thereunto duly authorized.


                                        PATTERSON DENTAL COMPANY
                                        (Registrant)

Dated: March  13, 2000

                                        By: /s/ R. Stephen Armstrong
                                            -----------------------------------
                                            R. Stephen Armstrong
                                            Executive Vice President, Treasurer
                                              and Chief Financial Officer
                                            (Principal Financial Officer and
                                              Principal Accounting Officer)

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
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<PERIOD-START>                             APR-25-1999
<PERIOD-END>                               JAN-29-2000
<CASH>                                          81,871
<SECURITIES>                                     6,662
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<PP&E>                                          79,597
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<BONDS>                                          1,362
                                0
                                          0
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<INCOME-CONTINUING>                             46,492
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<CHANGES>                                            0
<NET-INCOME>                                    46,492
<EPS-BASIC>                                       1.38
<EPS-DILUTED>                                     1.38


</TABLE>


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