<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
( x ) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED MARCH 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM _________________
TO _____________________
COMMISSION FILE NO. 0-23832
A. Full title and address of the plan, if different from that of the
issuer named below:
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(F/K/A PHYSICIAN SALES & SERVICE, INC.
EMPLOYEE STOCK OWNERSHIP PLAN)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PSS WORLD MEDICAL, INC.
4345 SOUTHPOINT BOULEVARD
JACKSONVILLE, FLORIDA 32216
(904) 332-3000
<PAGE>
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Benefits--March 31, 1999 and
April 2, 1998.
2. Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended March 31, 1999.
<PAGE>
PSS World Medical, Inc.
Employee Stock Ownership and Savings Plan
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
Financial Statements and Schedules
as of March 31, 1999 and April 2, 1998
Together With
Auditors' Report
<PAGE>
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
FINANCIAL STATEMENTS AND SCHEDULES
MARCH 31, 1999 AND APRIL 2, 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--March 31, 1999 and
April 2, 1998
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended March 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--
March 31, 1999
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended March 31, 1999
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of the
PSS World Medical, Inc. Employee Stock
Ownership and Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the PSS WORLD MEDICAL, INC. EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(formerly Physician Sales & Service, Inc. Employee Stock Ownership and Savings
Plan) as of March 31, 1999 and April 2, 1998, and the related statement of
changes in net assets available for benefits, with fund information, for the
year ended March 31, 1999. 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 based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 PSS World
Medical, Inc. Employee Stock Ownership and Savings Plan as of March 31, 1999 and
April 2, 1998, and the changes in its net assets available for benefits for the
year ended March 31, 1999, in conformity with generally accepted accounting
principles.
Our audits were performed 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 as of March 31, 1999 and reportable transactions
for the year then ended are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
<PAGE>
-2-
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 with
fund information is presented for purposes of additional analysis rather than to
present the 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.
As explained in Note 6, information provided by the custodian and presented in
the schedules of investments and reportable transactions does not disclose the
historical cost of investments. Disclosure of this information is required by
the Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
Jacksonville, Florida
September 24, 1999
<PAGE>
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1999 AND APRIL 2, 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value:
Money market funds:
Fidelity Institutional Cash $ 551,558 $ 0
Federated Prime Cash 353,231 0
Alex Brown Cash Reserve 0 273,102
Mutual funds:
American Balanced Fund 10,401,604 6,137,184
The Kaufmann Fund 3,566,996 3,201,810
Enterprise Growth A Fund 3,238,968 0
Washington Mutual Investors Fund 1,726,971 0
Bond Fund of America 520,577 312,251
Growth Fund of America 0 2,872,450
AIM Constellation Fund 0 4,360,940
Common stock:
PSS World Medical, Inc. Stock,
nonparticipant-directed 10,989,223 30,619,438
PSS World Medical, Inc. Stock,
participant-directed 7,604,543 16,245,985
----------- -----------
Total investments 38,953,671 64,023,160
----------- -----------
RECEIVABLES:
Accrued investment income 529,245 0
Participant contributions 372,186 349,941
Other (Note 3) 161,110 867,056
Employer contributions 123,294 134,496
----------- -----------
Total receivables 1,185,835 1,351,493
----------- -----------
LIABILITIES:
Excess contributions payable 11,519 0
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $40,127,987 $65,374,653
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
Participant-Directed
-------------------------------------------------------------------------------
Washington Bond
Federated American The Enterprise Mutual Fund
Prime Balanced Kaufmann Growth A Investors of
Cash Fund Fund Fund Fund America
=========== ============ =========== ============= ============ ===========
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income (loss):
Net appreciation (depreciation) in fair
value of investments $ 0 $ (553,670) $(1,119,950) $ 303,800 $ (157,772) $(15,339)
Dividends and interest 16,091 1,073,914 98 127,542 130,598 30,833
-------- ----------- ----------- ----------- ----------- --------
Total investment income (loss) 16,091 520,244 (1,119,852) 431,342 (27,174) 15,494
-------- ----------- ----------- ----------- ----------- --------
Contributions:
Participant, including rollovers 155,805 1,353,943 1,356,970 694,101 619,725 180,535
Employer, net of forfeitures 0 0 0 0 0 0
-------- ----------- ----------- ----------- ----------- --------
Total contributions 155,805 1,353,943 1,356,970 694,101 619,725 180,535
-------- ----------- ----------- ----------- ----------- --------
Total additions (deductions) 171,896 1,874,187 237,118 1,125,443 592,551 196,029
BENEFITS PAID TO PARTICIPANTS (16,919) (478,458) (113,450) (3,254) (386) (15,942)
INTERFUND TRANSFERS (74,848) 2,868,691 241,518 (2,244,161) (1,737,644) 28,239
-------- ----------- ----------- ----------- ----------- --------
NET INCREASE (DECREASE) 80,129 4,264,420 365,186 (1,121,972) (1,145,479) 208,326
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 273,102 6,137,184 3,201,810 4,360,940 2,872,450 312,251
-------- ----------- ----------- ----------- ----------- --------
End of year $353,231 $10,401,604 $ 3,566,996 $ 3,238,968 $ 1,726,971 $520,577
======== =========== =========== =========== =========== ========
</TABLE>
<TABLE>
<CAPTION>
Participant-Directed Nonparticipant-Directed
---------------------------- ---------------------------
PSS World PSS World
Medical, Inc. Medical, Inc.
Stock Other Stock Other Total
============ ========== ============= ========= ============
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income (loss):
Net appreciation (depreciation) in fair
value of investments $(10,909,195) $ 424,387 $(18,412,135) $(292,698) $(30,732,572)
Dividends and interest 17,681 104,858 100 0 1,501,715
------------ ---------- ------------ --------- ------------
Total investment income (loss) (10,891,514) 529,245 (18,412,035) (292,698) (29,230,857)
------------ ---------- ------------ --------- ------------
Contributions:
Participant, including rollovers 2,580,644 319,873 0 0 7,261,596
Employer, net of forfeitures 0 231,209 0 0 231,209
------------ ---------- ------------ --------- ------------
Total contributions 2,580,644 551,082 0 0 7,492,805
------------ ---------- ------------ --------- ------------
Total additions (deductions) (8,310,870) 1,080,327 (18,412,035) (292,698) (21,738,052)
BENEFITS PAID TO PARTICIPANTS (1,248,777) 0 (1,218,180) (413,248) (3,508,614)
INTERFUND TRANSFERS 918,205 0 0 0 0
------------ ---------- ------------ --------- ------------
NET INCREASE (DECREASE) (8,641,442) 1,080,327 (19,630,215) (705,946) (25,246,666)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 16,245,985 484,437 30,619,438 867,056 65,374,653
------------ ---------- ------------ --------- ------------
End of year $ 7,604,543 $1,564,764 $ 10,989,223 $ 161,110 $ 40,127,987
============ ========== ============ ========= ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
MARCH 31, 1999 AND APRIL 2, 1998
1. DESCRIPTION OF PLAN
The following description of the PSS World Medical, Inc. Employee Stock
Ownership and Savings Plan (the "Plan") provides only general information.
Participants should refer to the plan document for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan covering substantially all employees
of PSS World Medical, Inc. and its subsidiaries ("PSS" or the "Company").
The Plan was created under the provisions of Section 401(a) of the Internal
Revenue Code ("IRC"), which includes a qualified deferred arrangement as
described in Section 401(k) of the IRC, for the benefit of eligible
employees of the Company. The Plan also has the features of an employee
stock ownership plan ("ESOP"), whereby employee and employer contributions
are invested in PSS World Medical, Inc. common stock (the "Company's
stock"). The Plan is subject to the provisions of the Employee Retirement
Income Security Act ("ERISA") of 1974.
Effective January 1, 1997, the Plan was amended and restated. The Plan was
amended to provide for the merger of the Brown's Medical Supply Company
Retirement Savings Plan into this Plan effective as of January 1, 1997, and
to include other changes required in order to conform with applicable
requirements of the IRC.
On March 26, 1998, Physician Sales & Service, Inc., the plan sponsor,
changed its name to PSS World Medical, Inc. On March 26, 1998, the Company
completed a merger with Gulf South Medical Supply, Inc. ("GSMS"). The Plan
was amended to allow participation of GSMS employees effective as of May 1,
1998.
On June 1, 1998, the Plan was amended to transfer sponsorship and
responsibility for administration of the Plan to PSS and to rename the Plan
the PSS World Medical, Inc. Employee Stock Ownership and Savings Plan.
On November 1, 1998, the Plan was amended to provide for monthly entry dates
wherein an eligible employee may enter the Plan on the first day of each
month of the plan year. In the prior year, the Plan provided for quarterly
entry dates.
<PAGE>
-2-
Effective January 1, 1999, the plan year-end was changed to March 31 of each
year. Prior to April 2, 1998, the plan year-end was the Thursday closest to
March 31 of each year.
The Company has overall responsibility for administering the Plan. Custody
of the Plan's assets resides with Northwestern Trust and Investors Advisory
Company ("Northwestern Trust"), the plan custodian. Howard Johnson & Company
provides record-keeping services for the Plan.
Contributions
The Plan is funded through voluntary employee salary deferrals and employer
contributions. Participants can elect to defer up to 15% but not less than
1% of compensation as defined by the Plan and as limited by requirements of
the IRC.
Employer contributions are made at the discretion of the Company's board of
directors and are allocated based on the ratio of each eligible
participant's deferred compensation to the total deferred compensation of
all eligible participants during the plan year who are employees of the
Company as of the last day of the plan year. Employer discretionary
contributions were $0 for fiscal years ended 1999 and 1998. However, the
Plan was required to make a qualified nonelective contribution in 1999 and
1998 in the amount of $123,294 and $107,915, respectively. These
contributions are included in the accompanying financial statements as
employer contributions.
Certain contributions made to the Plan in fiscal 1999 were determined to be
in excess of allowable limits under the IRC. These contributions will be
refunded to the participants subsequent to year-end and are recorded in the
accompanying financial statements as excess contributions payable.
Unallocated Amounts
At March 31, 1999, the Plan had $551,558 of unallocated assets consisting of
participant contributions and qualified nonelective contributions from the
prior year. These contributions are included in the Fidelity Institutional
Cash money market fund at March 31, 1999 in the accompanying statements of
net assets available for benefits and other in the statements of changes in
net assets available for benefits, with fund information.
Vesting
Participants are immediately vested in their voluntary contributions and the
earnings thereon. Participants are vested in the Company's discretionary
contributions based on years of continuous service, as defined in the Plan,
according to the following schedule:
<PAGE>
-3-
Less than three years of service 0%
Three years but less than four years 20
Four years but less than five years 40
Five years but less than six years 60
Six years but less than seven years 80
Seven years or more 100
Nonvested portions of the Company's discretionary contributions are
forfeited as of an employee's termination date and are used to reduce future
Company contributions. At March 31, 1999 and April 2, 1998, forfeited
nonvested accounts totaled approximately $25,977 and $19,000, respectively.
Benefits
Upon retirement, death, disability, or other severance of employment, a
participant or his/her beneficiary may elect to receive an amount equal to
the value of the participant's vested interest in his or her account.
Balances in participant accounts are paid in a single lump sum or in equal
annual installments, at the election of the participant, over a period not
extending past the participant's life expectancy or the joint life
expectancy of the participant and his or her designated beneficiary.
Balances in the ESOP accounts are generally distributed in shares of the
Company's stock (with fractional shares paid in cash) to the participant, by
direct transfer to the participant's individual retirement account, or to
the plan of the participant's new employer.
Participant Accounts
Each participant's account is credited with his/her contributions, his/her
share of the Company's discretionary contribution, and an allocation of plan
earnings. Allocations of earnings are based on the proportion that each
participant's account balance bears to the total of all participant account
balances. The benefit to which a participant is entitled is the vested
portion of the benefit that can be provided from the participant's account.
Investment Options
Participants may direct their contributions and any related earnings into
seven investment options. Participants may change their investment elections
monthly and make transfers among funds. Participants may not direct the
investment of the Company's discretionary contributions. Under the terms of
the Plan, employer contributions are invested in the nonparticipant-directed
PSS World Medical, Inc. Stock Fund. A description of each investment option
as of March 31, 1999, is provided below:
Federated Prime Cash
This money market fund consists of a portfolio invested in commercial
paper, U.S. corporate debt obligations, short-term corporate
obligations, bank certificates of deposit, demand and time deposits,
and/or comparable investments. The objective of this fund is to provide
maximum protection of capital with a conservative rate of return.
<PAGE>
-4-
During plan year 1999, plan assets in the Alex Brown Cash Reserve money
market fund were transferred to the Federated Prime Cash Fund.
Bond Fund of America
This mutual fund consists of a portfolio invested in marketable
corporate debt securities, mortgage-related securities, other asset-
backed securities, and cash or money market instruments. The objective
of this fund is to provide a level of current income consistent with the
preservation of capital by investing primarily in bonds.
Washington Mutual Investors Fund
This mutual fund consists of a diversified portfolio of common stocks or
securities convertible into common stocks. The objective of this fund
is to provide income and an opportunity for growth of principal.
During plan year 1999, plan assets in the Growth Fund of America were
transferred to the Washington Mutual Investors Fund.
Enterprise Growth A Fund
This mutual fund consists of a portfolio invested primarily in common
stocks and other securities convertible into common stocks, cash or cash
equivalents, straight debt securities, or nonconvertible preferred
stocks. The objective of this fund is to provide growth of capital.
During plan year 1999, plan assets in the AIM Constellation Fund were
transferred to the Enterprise Growth A Fund.
The Kaufmann Fund
This mutual fund consists of a portfolio invested in common stocks and
convertible preferred stocks and bonds, including convertible bonds.
The objective of this fund is to provide capital appreciation.
American Balanced Fund
This mutual fund consists of a portfolio invested in securities,
including common stocks, preferred stocks, corporate bonds, and U.S.
government securities. The objective of this fund is to provide
conservation of capital, current income, and long-term growth of capital
and income.
PSS World Medical, Inc. Stock (Participant-Directed)
This common stock fund is a participant-directed account in which
employee contributions are invested in the Company's stock.
<PAGE>
-5-
Contributions to the nonparticipant-directed PSS World Medical, Inc. Stock
Fund represent the Company's discretionary contributions which are invested
principally in the Company's stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
basis of accounting. The preparation of the financial statements in
conformity with generally accepted accounting principles requires the Plan's
management to use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from these
estimates.
Income Recognition
Interest income is recorded as earned on the accrual basis of accounting.
Dividend income is recorded on the ex-dividend date.
Investment Valuation
Investments of the Plan are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price on
the last business day of the plan year. The Company's common stock as of
March 31, 1999 and April 2, 1998 is valued at its quoted market price as
listed on the NASDAQ National Market under the ticker symbol "PSSI."
Net Appreciation (Depreciation) in Fair Value of Investments
Net realized gains and losses from the sales of investments and the changes
in the unrealized appreciation (depreciation) are recorded in the
accompanying statement of changes in net assets available for benefits, with
fund information, as net appreciation (depreciation) in fair value of
investments.
Administrative Expenses
All administrative expenses of the Plan are paid by the Company.
3. RECEIVABLES
Accrued investment income as of March 31, 1999 primarily represents
investment income earned by the Kaufmann fund during plan year 1999 but not
recorded by Northwestern Trust until subsequent to year-end.
During plan year 1998, a duplicate distribution was made to a participant.
The distributed shares were retrieved and redeposited into the Plan on
August 28, 1998. The
<PAGE>
-6-
receivables-other at April 2, 1998 represents the fair market value of the
shares on that date.
During plan year 1996, a duplicate distribution was made to a participant.
The distributed shares were retrieved and will be redeposited into the Plan
subsequent to year-end. The fair market value of the shares at March 31,
1999 was approximately $161,110 and is included in the receivables-other in
the accompanying financial statements.
4. TAX STATUS
On June 3, 1997, the Plan, as amended and restated, received a favorable
determination letter from the Internal Revenue Service. Although the Plan
has been amended since receiving this letter, the plan administrator and
management believe that the Plan, as amended and restated, is designed and
being operated in compliance with the applicable requirements of the IRC.
Therefore, management believes that the Plan is qualified and the related
trust continues to be tax-exempt.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provision of ERISA. In the event of plan
termination, participants will become fully vested in their account
balances.
6. INFORMATION PROVIDED BY THE CUSTODIANS
Disclosure of historical cost information with regard to certain plan
investments is required to be presented in the schedules of assets held for
investment purposes and reportable transactions (Schedules I and II) in
accordance with the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA. Due to the record-keeping systems maintained by
the custodian, certain of this information cannot be provided.
7. RELATED PARTIES
The Plan owns 2,123,338 shares of the Company's stock at March 31, 1999
which represents approximately 3% of the outstanding common stock of the
Company at that date. Transactions in the stock of the Company are reported
in Schedule II and represent party-in-interest transactions.
8. RECONCILIATION TO FORM 5500
As of March 31, 1999 and April 2, 1998, the Plan had $30,216 and $143,290,
respectively, of pending distributions to participants who elected
distributions from the Plan. These
<PAGE>
-7-
amounts are recorded as a liability in the Plan's Form 5500; however, these
amounts are not recorded as a liability in the accompanying statements of
net assets available for benefits in accordance with generally accepted
accounting principles.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the years
ended March 31, 1999 and April 2, 1998:
<TABLE>
<CAPTION>
Net Assets Available
Benefits for Benefits
Payable to Benefits -------------------------
Participants Paid 1999 1998
============ ========== =========== ===========
<S> <C> <C> <C> <C>
Per financial statements $ 0 $3,508,614 $40,127,987 $65,374,653
1999 amounts pending distribution to
participants 30,216 30,216 (30,216) 0
1998 amounts pending distribution to
participants 0 (143,290) 0 (143,290)
------- ---------- ----------- -----------
Per Form 5500 $30,216 $3,395,540 $40,097,771 $65,231,363
======= ========== =========== ===========
</TABLE>
9. SUBSEQUENT EVENTS
Effective August 1, 1999, record-keeping responsibilities were transferred
from Howard Johnson & Company to Metropolitan Life Insurance Company. In
addition, effective August 1, 1999, custody of the Plan's noncompany stock
assets was transferred from Northwestern Trust to The Chase Manhattan Bank.
Northwestern Trust will remain the custodian and trustee of the PSS common
stock (both participant and nonparticipant-directed), held in the Plan.
During October 1998, the Company acquired Tri Star Imaging Systems, Inc.
("TriStar"). TriStar sponsored the TriStar Employee Stock Ownership and
Savings Plan ("TriStar ESOP"). On March 31, 1999, the TriStar ESOP was
renamed to the PSS World Medical, Inc. Employee Stock Ownership Plan and
amended to allow participation of all PSS World Medical, Inc. employees in
the plan. Effective August 1, 1999 or as soon as practicable thereafter, the
Plan was amended to provide for the merger of the TriStar ESOP
(approximately $2.0 million of net assets available for benefits) into this
Plan. As of the date of the merger, debt outstanding related to the purchase
of common stock of the Company is approximately $2.6 million and
approximately 150,000 shares are outstanding that remain unallocated. In
addition, the Plan was amended to provide for the merger of the PSS/Taylor
Medical Profit Sharing Plan (approximately $3.5 million of net assets
available for benefit) effective as of December 31, 1999.
<PAGE>
SCHEDULE I
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1999
<TABLE>
<CAPTION>
Current
Identity of Party Involved Description of Investment Cost Value
========================== ============================================== ==== ===========
<S> <C> <C> <C>
FIDELITY Fidelity Institutional Cash, money market fund (a) $ 551,558
FEDERATED INVESTORS Federated Prime Cash, money market fund (a) 353,231
THE AMERICAN FUNDS GROUP Bond Fund of America, mutual fund, 38,704
shares (a) 520,577
THE AMERICAN FUNDS GROUP Washington Mutual Investors Fund, mutual
fund, 52,587 shares (a) 1,726,971
ENTERPRISE GROUP OF FUNDS Enterprise Growth A Fund, mutual fund,
142,812 shares (a) 3,238,968
KAUFMANN The Kaufmann Fund, mutual fund, 698,042 shares (a) 3,566,996
THE AMERICAN FUNDS GROUP American Balanced Fund, mutual fund, 666,318
shares (a) 10,401,604
* PSS WORLD MEDICAL, INC. PSS World Medical, Inc. common stock,
2,123,338 shares (a) 18,593,766
-----------
$38,953,671
===========
</TABLE>
*Represents a party-in-interest transaction.
(a) Historical cost information has been requested from the custodian;
however, due to their record-keeping systems, cost information cannot
be made available.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Formerly Physician Sales & Service, Inc.
Employee Stock Ownership and Savings Plan)
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
Purchases Sales
-------------------------- -------------------------------------------
Number Number
of Purchase of Selling Cost of Net
Identity of Party Involved Description of Assets Transactions Price Transactions Price Asset Gain (Loss)
============================= ======================== ============ ============ ============ ========== ======= ===========
<S> <C> <C> <C> <C> <C> <C> <C>
THE AMERICAN FUNDS GROUP American Balanced Fund,
mutual fund 82 $6,999,515 34 $2,105,247 (a) (a)
AIM DISTRIBUTORS, INC. AIM Constellation Fund, 10 189,274 2 4,443,898 (a) (a)
mutual fund
* PSS WORLD MEDICAL, INC. PSS World Medical, Inc.,
common stock 139 7,741,013 57 4,676,621 (a) (a)
</TABLE>
*Represents a party-in-interest transaction.
(a) Historical cost information has been requested from
the custodian; however, due to their record-keeping
systems, cost information cannot be made available.
The accompanying notes are an integral part of this schedule.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on September 27, 1999.
PSS WORLD MEDICAL, INC.
EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN
NORTHWESTERN TRUST AND INVESTORS
ADVISORY COMPANY, TRUSTEE
By: /s/ Gerry Kelley
---------------------------------
Gerry Kelley
Vice President
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated September 24, 1999, included in this
Form 11-K, into the Plan's previously filed Registration Statement File
No. 33-80657.
Jacksonville, Florida
September 24, 1999
