SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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(Mark One)
( ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the fiscal year ended____________________________.
or
( X ) TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
January 1, 2000 through May 25, 2000.
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Commission File No. 0-23832
A. Full title and address of the plan, if different from that of
the issuer named below:
PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN
4345 Southpoint Boulevard
Jacksonville, Florida 32216
(904) 332-3000
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 -- May 25,
2000 and December 31, 1999.
2. Statement of Changes in Net Assets Available for Benefits for
the Period Ended May 25, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following trustee (or other persons who administer the employee benefit plan)
has 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 November 13, 2000.
PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN
By: PSS WORLD MEDICAL, INC., AS
PLAN ADMINISTRATOR
By: David D. Klarner
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Title: Vice President, Treasury and Financial
Reporting
<PAGE>
PSS/Taylor Medical
Profit Sharing 401(k) Plan
Financial Statements
as of May 25, 2000 and December 31, 1999
Together With Auditors' Report
<PAGE>
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
FINANCIAL STATEMENTS
MAY 25, 2000 and DECEMBER 31, 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits -- May 25, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits for the Period
From January 1, 2000 Through May 25, 2000
NOTES TO FINANCIAL STATEMENTS
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of the
PSS/Taylor Medical Profit Sharing 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of PSS/Taylor Medical Profit Sharing 401(k) Plan as of May 25, 2000 and December
31, 1999 and the related statement of changes in net assets available for
benefits for the period from January 1, 2000 through May 25, 2000. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Plan as of
May 25, 2000 and December 31, 1999 and the changes in its net assets available
for benefits for the period from January 1, 2000 through May 25, 2000 in
conformity with accounting principles generally accepted in the United States.
As further discussed in Note 1 to the accompanying financial statements, on May
25, 2000, the PSS/Taylor Medical Profit Sharing 401(k) Plan was merged into the
PSS World Medical, Inc. Employee Stock Ownership and Savings Plan.
Jacksonville, Florida
November 13, 2000
<PAGE>
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MAY 25, 2000 AND DECEMBER 31, 1999
2000 1999
------------ ------------
INVESTMENTS (Note 3) $0 $4,002,930
CASH 0 2,819
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NET ASSETS AVAILABLE FOR BENEFITS $0 $4,005,749
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The accompanying notes are an integral part of these statements.
<PAGE>
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH MAY 25, 2000
<TABLE>
<CAPTION>
CHANGES TO NET ASSETS:
<S> <C>
Net depreciation in fair value of investments $ (22,344)
Interest income and dividends 14,317
Benefits paid to participants (237,374)
Transfer to PSS World Medical, Inc. Employee Stock Ownership and Savings Plan (3,760,348)
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NET DECREASE (4,005,749)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 4,005,749
--------------
End of period $ 0
==============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 25, 2000 AND DECEMBER 31, 1999
1. PLAN DESCRIPTION
The following description of the PSS/Taylor Medical Profit Sharing 401(k) Plan
(the "Plan") provides only general information. Participants should refer to the
plan document for a more complete description of the Plan's provisions.
General
The Plan was adopted effective June 1, 1990 by Taylor Medical, Inc. to establish
a savings and investment plan for the exclusive benefit of its employees and
their beneficiaries. The Plan is a defined contribution plan and is subject to
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"),
as amended.
In August 1995, Taylor Medical, Inc. merged with PSS World Medical, Inc. (the
"Company"). Effective August 20, 1995, the Plan was amended to provide for
fully vested account balances and the termination of the participant loan
program.
On July 31, 1999, the board of directors of the Company elected to merge the
Plan into the PSS World Medical, Inc. Employee Stock Ownership and Savings Plan
(the "PSS Plan"). The assets of the Plan were merged with the assets of the PSS
Plan on May 25, 2000.
Effective August 1, 1999, the Plan was amended to establish two separate trusts
(a "Primary Trust" and a "Company Stock Fund Trust") for the purpose of
maintaining, managing, investing, and reinvesting the Plan's assets. The Chase
Manhattan Bank was appointed as the Plan's trustee for the Primary Trust, and
Northwestern Trust and Investors Advisory Company was appointed as the Plan's
trustee for the Company Stock Fund Trust. The Plan was also amended and restated
to appoint Metropolitan Life Insurance Company as the record keeper.
Contributions
As of August 20, 1995, the Plan was frozen and participants became fully vested
in all employer contributions. All contributions were disallowed for the time
period thereafter.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect each participant's share of the Plan's income and each participant's
contributions. Allocations of income are based on relative participant account
balances, as defined in the plan document.
<PAGE>
Investments
Participants may direct their account balances and any related earnings into ten
investment options, all with different objectives.
Benefits Paid to Participants
Upon retirement, death, disability, or termination of service, a participant or
his/her beneficiary may elect to receive a lump-sum distribution in an amount
equal to the value of that participant's account on the date of distribution. In
addition, hardship distributions are permitted if certain criteria are met.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual method of
accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from those estimates.
Administrative Expenses
Administrative expenses paid by the Company were approximately $7,000 for the
period from January 1, 2000 through May 25, 2000 and $20,000 for the year ended
December 31, 1999.
Net Depreciation in Fair Value of Investments
Realized gains (losses) from the sale of investments and changes in unrealized
appreciation (depreciation) are recorded in the accompanying statement of
changes in net assets available for benefits as net depreciation in fair value
of investments.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, as determined by quoted market
prices. Investment income is recorded when earned.
3. INVESTMENTS
The following presents the participant-directed investments that represent 5% or
more of the Plan's net assets at December 31, 1999:
Janus Balanced Fund $2,380,116
Janus Fund 573,974
PSS World Medical, Inc. common stock (34,233 shares) 323,080
American Century Ultra Fund 294,393
Manager's Special Equity Fund 226,528
<PAGE>
No investments were held at May 25, 2000. During 2000, the Plan's investments
(including gains and losses on investments bought and sold as well as held
during the year) depreciated in value, as follows:
Mutual funds $(22,331)
Common stock (13)
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$(22,344)
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4. TAX STATUS
The Internal Revenue Service issued a determination letter dated September 23,
1997 stating that the Plan was designed in accordance with applicable sections
of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving
the determination letter. However, the plan administrator believes that the Plan
is currently designed and is being operated in compliance with the applicable
requirements of the IRC. Therefore, the plan administrator believes that the
Plan was qualified and the related trust was tax-exempt as of the financial
statement dates.
5. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Metropolitan Life
Insurance Company, and therefore, these transactions qualify as party-in-
interest transactions. In addition, certain plan investments are shares of
common stock of the Company managed by Northwestern Trust and Investors
Advisory Company, and therefore, these transactions qualify as party-in-
interest transactions. The Plan sold 18 shares of common stock for $158 during
the period from January 1, 2000 through May 25, 2000. The fair market value of
the PSS World common stock and mutual funds held by the trusts at December 31,
1999 was approximately $323,000 and $3,680,000, respectively
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated November 13, 2000, included in this Form 11-K,
into the Company's previously filed Registration Statement File No. 333-15107.
/S/ ARTHUR ANDERSEN LLP
Jacksonville, Florida
November 13, 2000
