SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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(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 December 31, 1999.
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from ______________.
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
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 -- December 31, 1999 and
December 31, 1998.
2. Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1999.
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 Seattle, State of
Washington, on July 11, 2000.
PSS/TAYLOR MEDICAL PROFIT SHARING
401(K) PLAN
By: NORTHWESTERN TRUST AND INVESTORS
ADVISORY COMPANY, AS TRUSTEE
By: /s/ Brian Swanson
---------------------------------
Title: Trust Officer
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 New York, State of New
York, on July 11, 2000.
PSS/TAYLOR MEDICAL PROFIT SHARING 401(K) PLAN
By: METROPOLITAN LIFE INSURANCE
COMPANY, AGENT FOR CHASE
MANHATTAN CORPORATION
By: /s/ Chet Wydrinski
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Title: Vice President
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i--Schedule of Assets Held for Investment
Purposes--December 31, 1999
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 December 31, 1999 and
1998 and the related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements and the
schedule referred to below are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on these financial statements and
schedule 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
December 31, 1999 and 1998 and the changes in its net assets available for
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule has 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.
/S/ ARTHUR ANDERSEN LLP
Jacksonville, Florida
July 11, 2000
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
---------- ----------
INVESTMENTS (Note 3) $4,002,930 $3,466,657
CASH 2,819 3,997
ACCRUED INTEREST RECEIVABLE 0 11,337
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,005,749 $3,481,991
========== ==========
The accompanying notes are an integral part of these statements.
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
STATEMENT OF CHANGES AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Net appreciation in fair value of investments $ 384,507
Interest income and dividends 416,208
-----------
Total additions 800,715
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (276,957)
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NET INCREASE 523,758
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,481,991
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End of year $4,005,749
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The accompanying notes are an integral part of this statement.
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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"). Contributions to the Plan were suspended for payroll periods
commencing after August 20, 1995. Effective August 20, 1995, the Plan was
amended to provide for fully vested account balances and the termination of the
loan program.
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 the
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
contribution. Allocations of income are based on relative participant account
balances, as defined in the plan document.
Investments
Participants may direct contributions 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 $20,000 and
$14,000 for the years ended December 31, 1999 and 1998, respectively.
Net Appreciation 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 appreciation 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.
Reclassification
The Accounting Standards Executive Committee issued Statement of Position
("SOP") 99-3 "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," which eliminates the requirement for
a defined contribution plan to disclose participant-directed investment
programs. SOP 99-3 was adopted for the 1999 financial statements and as such,
the 1998 financial statements have been reclassified to eliminate the
participant-directed fund investment program disclosures.
3. INVESTMENTS
The following presents the participant-directed investments that represent 5%
or more of the Plan's net assets:
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
1998
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American Balanced Fund $2,229,603
The Kaufmann Fund 298,365
PSS World Medical, Inc. common stock (12,029 shares) 276,660
Washington Mutual Investors Fund 272,224
Enterprise Group of Funds 215,550
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$384,507 as follows:
Mutual funds $616,252
Common stock (231,745)
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. PLAN TERMINATION
The Company reserves the right to terminate the Plan at any time, subject to
plan provisions and applicable provisions of ERISA. If the Plan were to
terminate, each participant's interest in the trust would be distributed to such
participant or his/her beneficiary at the time prescribed by the Plan and the
IRC. Upon termination of the Plan, the trustee shall pay all liabilities and
expenses of the trust fund.
6. RECONCILIATION TO FORM 5500
As of December 31, 1999 and 1998, the Plan had $0 and $3,056, respectively, of
pending distributions to participants who elected distributions 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 the accompanying statements of
net assets available for benefits in accordance with accounting principles
generally accepted in the United States.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as filed by the Company for the year ended
December 31, 1999:
Net Assets
Available
for Benefits
Benefits ---------------------------
Paid 1999 1998
---------- ---------- ----------
Per financial statements $276,957 $4,005,749 $3,481,991
1999 amounts pending distribution to
participants 0 0 0
1998 amounts pending distribution to
participants (3,056) 0 (3,056)
---------- ---------- ----------
Per Form 5500 $273,901 $4,005,749 $3,478,935
========== ========== ==========
7. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Metropolitan
Life Insurance Company, as defined by the Plan, 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, as defined by the Plan, and
therefore, these transactions qualify as party-in-interest transactions. The
Plan purchased 29,178 shares of common stock for $374,817 and sold 3,469 shares
of common stock for $35,127 for the year ended December 31, 1999.
8. SUBSEQUENT EVENT
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 effective April 20, 2000.
The Company entered into an Agreement and Plan of Merger dated June 21, 2000
with Fisher Scientific International, Inc. ("Fisher"), pursuant to which the
Company and Fisher will combine business operations and the Company will become
a wholly owned subsidiary of Fisher. The merger is subject to various
conditions, including approval of shareholders of the Company and Fisher,
filings with and compliance with securities and antitrust laws, the financial
and operating performance of the Company, and certain other matters.
-5-
SCHEDULE I
PSS/TAYLOR MEDICAL
PROFIT SHARING 401(k) PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Current
Identity of Party Involved Description of Investment Value
- ------------------------------------ -------------------------------------------------------- -----------
*JANUS Janus Balanced Fund, growth fund, 101,758 shares $2,380,116
*JANUS Janus Fund, growth fund, 13,030 shares 573,974
*PSS WORLD MEDICAL, INC. PSS World Medical, Inc. common stock, 34,233 shares 323,080
*AMERICAN CENTURY INVESTMENTS American Century Ultra Fund, mutual fund, 6,431 shares 294,393
*MANAGERS FUNDS Manager's Special Equity Fund, equity fund, 2,478 shares 226,528
*REICH & TANG GROUP Reich & Tang Institutional Daily Income Fund, equity fund, 104,396 shares 104,396
*PIMCO ADVISORS INSTITUTIONAL FUNDS PIMCO Total Return Fund, bond fund, 7,856 shares 77,777
*JANUS Janus Worldwide Fund, mutual fund, 265 shares 20,269
*OAKMARK FUNDS Oakmark Fund, mutual fund, 53 shares 1,444
*METROPOLITAN LIFE INSURANCE COMPANY Met Life Stock Market Index Guarantee Account, commingled account, 2 shares 953
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$4,002,930
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*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated July 11, 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
July 11, 2000