-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wnpx6fAFNj51e+bGocu7U9/yVxYvxd08fsgsLOwR1O8GjeAAvQDhmVHu/kCeUBFR halXdnejUwf4y2iq64Ee2Q== 0000950114-98-000312.txt : 19980630 0000950114-98-000312.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950114-98-000312 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: D & K HEALTHCARE RESOURCES INC CENTRAL INDEX KEY: 0000888914 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 431465483 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-20348 FILM NUMBER: 98655812 BUSINESS ADDRESS: STREET 1: 8000 MARYLAND AVENUE STREET 2: SUITE 920 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147273485 MAIL ADDRESS: STREET 1: 8000 MARYLAND AVENUE STREET 2: SUITE 920 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: D & K WHOLESALE DRUG INC/DE/ DATE OF NAME CHANGE: 19930328 11-K 1 D & K HEALTHCARE RESOURCES, INC. FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ------------ to --------------. Commission file number 0-20348. A. Full title of the plan and the address of the Plan, if different from that of the issuer named below: D & K Wholesale Drug, Inc. 401 (k) Profit Sharing Plan and Trust B. Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office: D & K Healthcare Resources, Inc. 8000 Maryland Avenue, Suite 920 St. Louis, MO 63105 2 D & K HEALTHCARE RESOURCES, INC. FORM 11-K REQUIRED INFORMATION (a) Financial Statements. Filed as part of this Report on Form 11-K -------------------- are the financial statements and the schedules thereto of the D & K Wholesale Drug, Inc. 401 (k) Profit Sharing Plan and Trust as required by Form 11-K, together with the report thereon of Arthur Andersen LLP, independent public accountants, dated June 25, 1998. (b) Exhibits. Not Applicable. -------- 2 3 D & K HEALTHCARE RESOURCES, INC. FORM 11-K SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. D & K WHOLESALE DRUG, INC. 401 (K) PROFIT SHARING PLAN AND TRUST Date: June 25, 1998 By: /s/ Martin D. Wilson ---------------------------------------- Martin D. Wilson, Trustee 3 4 D&K WHOLESALE DRUG, INC. 401(k) PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH AUDITORS' REPORT 5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustee of the D&K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the D&K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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 and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made 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 and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act 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 is presented for purposes of additional analysis rather than to present the net assets available for benefits and 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. The information presented in the schedule of assets held for investment purposes and schedule of reportable transactions does not disclose the historical cost of certain investments. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. St. Louis, Missouri, June 25, 1998 6 D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS ---------------------------------------------- DECEMBER 31, 1997 -----------------
Participant Directed --------------------------------------------------------------------------------- Fidelity Neuberger Twentieth Oppenheimer Dreyfus A Asset & Berman Century Global Bonds Plus Manager Guardian Ultra Fund A ---------- -------- --------- --------- ----------- ASSETS: Investments, at fair value- Dreyfus A Bonds Plus $ 35,572 $ - $ - $ - $ - Fidelity Asset Manager - 114,136 - - - Neuberger & Berman Guardian - - 347,462 - - Twentieth Century Ultra - - - 391,058 - Oppenheimer Global Fund A - - - - 312,592 Warburg Emerging Growth - - - - - Virtuoso Guaranteed Interest - - - - - Participant loans - - - - - D&K common stock - - - - - -------- --------- --------- --------- --------- Total investments 35,572 114,136 347,462 391,058 312,592 -------- --------- --------- --------- --------- Receivables- Participant contributions 516 961 4,487 5,792 3,553 Employer contributions - - - - - -------- --------- --------- --------- --------- Total receivables 516 961 4,487 5,792 3,553 -------- --------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 36,088 $ 115,097 $ 351,949 $ 396,850 $ 316,145 ======== ========= ========= ========= ========= NUMBER OF UNITS AT DECEMBER 31, 1997 29,340 69,336 195,527 153,818 149,125 ======== ========= ========= ========= ========= VALUE PER UNIT AT DECEMBER 31, 1997 $ 1.23 $ 1.66 $ 1.80 $ 2.58 $ 2.12 ======== ========= ========= ========= ========= Nonparticipant Participant Directed Directed ----------------------------------------- -------------- Warburg Virtuoso D&K Emerging Guaranteed Loan Common Growth Interest Fund Stock Total -------- ---------- ---- ------- ----- ASSETS: Investments, at fair value- Dreyfus A Bonds Plus $ - $ - $ - $ - $ 35,572 Fidelity Asset Manager - - - - 114,136 Neuberger & Berman Guardian - - - - 347,462 Twentieth Century Ultra - - - - 391,058 Oppenheimer Global Fund A - - - - 312,592 Warburg Emerging Growth - - - - - Virtuoso Guaranteed Interest - 72,089 - - 72,089 Participant loans - - 24,054 - 24,054 D&K common stock - - - 131,856 131,856 -------- -------- -------- --------- ----------- Total investments - 72,089 24,054 131,856 1,428,819 -------- -------- -------- --------- ----------- Receivables- Participant contributions 309 790 - - 16,408 Employer contributions - - - 52,346 52,346 -------- -------- -------- --------- ----------- Total receivables 309 790 - 52,346 68,754 -------- -------- -------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 309 $ 72,879 $ 24,054 $ 184,202 $ 1,497,573 ======== ======== ======== ========= =========== NUMBER OF UNITS AT DECEMBER 31, 1997 217.61 62,827 ======== ======== VALUE PER UNIT AT DECEMBER 31, 1997 $ 1.42 $ 1.16 ======== ======== The accompanying notes are an integral part of this statement.
7 D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS ---------------------------------------------- DECEMBER 31, 1996 -----------------
Participant Directed --------------------------------------------------------------------------------- Fidelity Neuberger Twentieth Oppenheimer Dreyfus A Asset & Berman Century Global Bonds Plus Manager Guardian Ultra Fund A ---------- -------- --------- --------- ----------- ASSETS: Investments, at fair value- Dreyfus A Bonds Plus $ 37,935 $ - $ - $ - $ - Fidelity Asset Manager - 85,544 - - - Neuberger & Berman Guardian - - 205,180 - - Twentieth Century Ultra - - - 227,507 - Oppenheimer Global Fund A - - - - 201,210 Virtuoso Guaranteed Interest - - - - - Participant loans - - - - - D&K common stock - - - - - -------- -------- --------- --------- --------- Total investments 37,935 85,544 205,180 227,507 201,210 -------- -------- --------- --------- --------- Receivables- Participant contributions 1,260 1,651 7,915 10,996 5,695 Employer contributions - - - - - -------- -------- --------- --------- --------- Total receivables 1,260 1,651 7,915 10,996 5,695 -------- -------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 39,195 $ 87,195 $ 213,095 $ 238,503 $ 206,905 ======== ======== ========= ========= ========= NUMBER OF UNITS AT DECEMBER 31, 1996 34,382 63,646 138,373 112,501 118,231 ======== ======== ========= ========= ========= VALUE PER UNIT AT DECEMBER 31, 1996 $ 1.14 $ 1.37 $ 1.54 $ 2.12 $ 1.75 ======== ======== ========= ========= ========= Nonparticipant Participant Directed Directed ------------------------- -------------- Virtuoso D&K Guaranteed Loan Common Interest Fund Stock Total ---------- ---- ------ ----- ASSETS: Investments, at fair value- Dreyfus A Bonds Plus $ - $ - $ - $ 37,935 Fidelity Asset Manager - - - 85,544 Neuberger & Berman Guardian - - - 205,180 Twentieth Century Ultra - - - 227,507 Oppenheimer Global Fund A - - - 201,210 Virtuoso Guaranteed Interest 55,285 - - 55,285 Participant loans - 13,048 - 13,048 D&K common stock - - 17,917 17,917 -------- -------- -------- --------- Total investments 55,285 13,048 17,917 843,626 -------- -------- -------- --------- Receivables- Participant contributions 1,980 - - 29,497 Employer contributions - - 50,313 50,313 -------- -------- -------- --------- Total receivables 1,980 - 50,313 79,810 -------- -------- -------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 57,265 $ 13,048 $ 68,230 $ 923,436 ======== ======== ======== ========= NUMBER OF UNITS AT DECEMBER 31, 1996 51,590 ======== VALUE PER UNIT AT DECEMBER 31, 1996 $ 1.11 ======== The accompanying notes are an integral part of this statement.
8 D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------
Participant Directed -------------------------------------------------------------------------------- Fidelity Neuberger Twentieth Oppenheimer Dreyfus A Asset & Berman Century Global Bonds Plus Manager Guardian Ultra Fund A ---------- -------- --------- --------- ----------- ADDITIONS: Participant contributions $ 15,313 $ 22,044 $ 110,083 $ 139,526 $ 86,514 Employer contributions - - - - - Interest income - - - - - Net appreciation in the fair value of investments 2,437 18,296 37,436 57,794 43,058 -------- --------- --------- --------- --------- Total additions 17,750 40,340 147,519 197,320 129,572 -------- --------- --------- --------- --------- DEDUCTIONS: Benefits paid to participants 18,336 6,737 10,646 22,959 32,447 Administrative expenses 46 76 193 379 244 Participant loans 242 (272) 3,827 (2,439) 6,497 Interfund transfers, net 2,233 5,897 (6,001) 18,074 (18,856) -------- --------- --------- --------- --------- Total deductions 20,857 12,438 8,665 38,973 20,332 -------- --------- --------- --------- --------- Change in net assets available for benefits (3,107) 27,902 138,854 158,347 109,240 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1996 39,195 87,195 213,095 238,503 206,905 -------- --------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1997 $ 36,088 $ 115,097 $ 351,949 $ 396,850 $ 316,145 ======== ========= ========= ========= ========= Nonparticipant Participant Directed Directed ----------------------------------------- -------------- Warburg Virtuoso D&K Emerging Guaranteed Loan Common Growth Interest Fund Stock Total -------- ---------- ---- ------ ----- ADDITIONS: Participant contributions $ 309 $ 20,101 $ - $ - $ 393,890 Employer contributions - - - 52,346 52,346 Interest income - 3,130 1,793 - 4,923 Net appreciation in the fair value of investments - - - 66,364 225,385 ----- -------- -------- --------- ----------- Total additions 309 23,231 1,793 118,710 676,544 ----- -------- -------- --------- ----------- DEDUCTIONS: Benefits paid to participants - 7,432 - 2,584 101,141 Administrative expenses - 174 - 154 1,266 Participant loans - 1,358 (9,213) - - Interfund transfers, net - (1,347) - - - ----- -------- -------- --------- ----------- Total deductions - 7,617 (9,213) 2,738 102,407 ----- -------- -------- --------- ----------- Change in net assets available for benefits 309 15,614 11,006 115,972 574,137 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1996 - 57,265 13,048 68,230 923,436 ----- -------- -------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1997 $ 309 $ 72,879 $ 24,054 $ 184,202 $ 1,497,573 ===== ======== ======== ========= =========== The accompanying notes are an integral part of this statement.
9 D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ NOTES TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- DECEMBER 31, 1997 AND 1996 -------------------------- 1. DESCRIPTION OF THE PLAN: ------------------------ The following description of the D&K Wholesale Drug, Inc. 401(k) Profit Sharing Plan and Trust (the Plan) is provided for financial statement purposes only. Participants should refer to the Plan document for more complete information. General - ------- The Plan is a defined contribution plan established by D&K Wholesale Drug, Inc. (D&K or the Company) under the provisions of Section 401(a) of the Internal Revenue Code. The Plan was established January 1, 1995, to offer the employees of the Company a means of saving funds, on a pretax basis, for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Participation is voluntary. Prior to July 1, 1997, full-time employees were eligible to participate in the Plan upon reaching age 21 and completing 120 days of regular service. Effective July 1, 1997, full-time employees are eligible to participate in the Plan upon reaching age 21 and completing 30 days of regular service. The Plan is administered by executives of D&K, with additional administrative duties performed by Pension Associates of Wausau, Inc., a third-party plan administrator. The assets of the Plan are held in a trust by Nationwide Insurance Company (Nationwide). Contributions - ------------- Plan participants may contribute up to 20% of their annual compensation, subject to certain limitations. Contributions may be made prior to federal and certain other income taxes pursuant to Section 401(k) of the Internal Revenue Code. The Company contribution is discretionary and is currently equivalent to 25% of employees' contributions up to a maximum contribution based on 6% of eligible compensation and is invested in the D&K Common Stock Fund. In April 1998, the Company contribution to the Plan for 1997 was made in the form of 3,625 shares of D&K Healthcare Resources, Inc. common stock valued at $52,346. Investments - ----------- Participants direct contributions into any of seven investment funds. Members may change their investment elections quarterly. A description of each investment fund is provided below: Dreyfus A Bonds Plus -------------------- For investment of contributions in a fund which invests principally in debt obligations of corporations, the U.S. Government and its agencies and instrumentalities, and major U.S. banking institutions. At least 80% of the fund's portfolio is invested in bonds rated at least A by Moody's Investor Services, Inc. or Standard and Poor's Corporation. The fund seeks the maximum amount of current income to the extent consistent with the preservation of capital and maintenance of liquidity. 10 - 2 - Fidelity Asset Manager ---------------------- For investment of contributions in a fund which diversifies across stocks, bonds and short-term and money market instruments, both in the United States and abroad. The fund has a neutral mix, which represents the way the fund's investments will generally be allocated over the long term. This mix will vary over short-term periods as fund management gradually adjusts the fund's holdings, within defined ranges, based on the current outlook for the different markets. Neutral mix: stocks 50% (can range from 30-70%), bonds 40% (can range from 20-60%), and short term/money market 10% (can range 0-50%). The fund seeks high total return with reduced risk over the long term. Neuberger & Berman Guardian Fund -------------------------------- For investment of contributions in a fund that invests in stocks of established, high quality companies considered to be undervalued in comparison to stocks of similar companies. The fund seeks capital appreciation and current income. American Century: Twentieth Century Ultra ------------------------------------------ For investment of contributions in a fund that invests in the stocks of companies that demonstrate accelerating, sustainable earnings growth. The fund's management team evaluates companies based on earnings and revenue trends. The fund intends to remain fully invested in the stock market at all times. The fund seeks capital appreciation over time by investing primarily in the common stocks of medium- and large-sized companies that exhibit accelerating growth. Oppenheimer Global Fund A ------------------------- For investment of contributions in a fund that invests in foreign and U.S. markets using a disciplined theme approach. The fund identifies key worldwide trends in order to focus on areas that the fund management believes offers some of the best opportunities for long-term growth. These trends fall into three categories of change: technological change, demographic/geopolitical change and changing resource need. The fund utilizes techniques such as hedging, borrowing money for investment in securities and short-term trading. The fund seeks capital appreciation and does not consider current income as an objective. Warburg Emerging Growth Fund ---------------------------- For investment of contributions in a fund that invests in a portfolio of equity securities of domestic companies. The fund ordinarily will invest at least 65% of its total assets in common stocks or warrants of emerging growth companies that represent attractive opportunities for maximum capital appreciation. Emerging growth companies are small- or medium-sized companies that have passed their start-up phase and that show positive earnings and prospects of achieving significant profits and gains in a relatively short period of time. Emerging growth companies generally stand to benefit from new products or services, technological developments or changes in management and other factors and include smaller companies experiencing unusual developments affecting their market value. The Emerging Growth Fund seeks maximum capital appreciation. Virtuoso Guaranteed Interest Fund --------------------------------- For investment of contributions in a guaranteed return contract with a quarterly interest rate that is indexed to the Treasury Note yield. The interest earned in this contract can change quarterly if the yield on the Treasury Note index changes. The assets invested in this contract are a part of the general assets of Nationwide. In 1997, the return on this fund was 5.1%. 11 - 3 - D&K Common Stock Fund --------------------- Company contributions to this fund are invested in the common stock of D&K. The fund may have cash on hand to meet current needs. Accounts are valued as of the last day of the plan year. This fund is not an investment option for employee contributions. Vesting - ------- Participants are always 100% vested in the value of their contributions and the earnings thereon. Vesting of company contributions and the earnings thereon is determined based on participants' years of vesting service. Vesting service is any calendar year in which a participant was credited with one thousand hours. The vesting schedule is as follows:
Percentage Years of Vesting Service Vested - ------------------------------- ---------- 0-1 0% 2 20% 3 40% 4 60% 5 80% 6 100% Death, disability or retirement 100%
Payments of Benefits - -------------------- Amounts in a participant's account and the vested portion of a participant's employer contributions are distributed upon retirement, death, disability or other termination of employment. Distributions from the D&K Common Stock Fund are made in cash. Forfeitures of the nonvested amounts are used to reduce company discretionary contributions. Loans to Employees - ------------------ Participants of the Plan may borrow funds from their accounts up to $50,000 or 50% of their vested balances, whichever is less. The outstanding balance of loans to participants was $24,054 and $13,048 as of December 31, 1997 and 1996, respectively. Plan Member Accounts - -------------------- Individual accounts are maintained for each plan participant to reflect the plan participant's share of the Plan's income, the Company's contribution and the plan participant's contribution. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Definition of the Plan Year - --------------------------- The Plan year is a calendar year ending December 31. Basis of Presentation - --------------------- The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. 12 - 4 - Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates. Administrative Expenses - ----------------------- The Company pays all administrative expenses of the Plan. Valuation of Investments - ------------------------ Investments in mutual funds and D&K stock are valued using publicly stated quotes as of the close of business on the last day of the plan year. All investments of the Plan are listed at unit value, as determined by Nationwide. Unit value is calculated as the appreciation/depreciation of each mutual fund based on an original index of $1.00 per unit in relation to the net asset value per each fund's market listing. The Plan's guaranteed interest fund is included in the financial statements at December 31, 1997, at contract value, which approximates market value as reported to the Plan by Nationwide. Contract value represents the deposits less withdrawals made under the contract plus interest earned through the end of the plan year. The guaranteed interest fund has an average yield approximating the guaranteed rate of return. The guaranteed interest fund has a quarterly interest guarantee which is based on the five-year U.S. Treasury Note yield. The interest earned in this fund can change quarterly if the yield on the five-year U.S. Treasury Note index changes. Interest is credited to each participant's account. 3. TAX STATUS: ----------- The Plan has not obtained a determination letter from the IRS, however, the Plan administrator and the Plan's counsel believe that the Plan is currently being operated in compliance with the applicable requirements of the Internal Revenue Code and was tax exempt through the year ended December 31, 1997. 4. DISTRIBUTION OF ASSETS UPON TERMINATION OF THE PLAN: ---------------------------------------------------- D&K reserves the right to terminate the Plan, in whole or in part, at any time. In the event of termination, all amounts credited to the participant accounts will become 100% vested. If the Plan is terminated at any time or contributions are completely discontinued and D&K determines that the Trust shall be terminated, all accounts shall be revalued as if the termination date were a valuation date and such accounts shall be distributed to participants. If the Plan is terminated or contributions completely discontinued but D&K determines that the Trust shall be continued pursuant to the terms of the trust agreement, no further contributions shall be made by participants or the Company, but the trust shall be administered as though the Plan were otherwise in effect. 5. RECONCILIATION TO FORM 5500: ---------------------------- For the year ended December 31, 1997, the Plan had approximately $64,243 of pending distributions to participants who elected either a withdrawal or final payment of their benefits 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 accordance with generally accepted accounting principles. 13 - 5 - The following table reconciles net assets available for benefits per the financial statements to the Form 5500 as filed by D&K for the year ended December 31, 1997:
Participant Termination Benefits and Net Assets Payable to Withdrawal Available for Participants Payments Benefits ------------ ----------- ------------- Per financial statements $ - $ 101,141 $ 1,497,573 Accrued benefit payments - December 31, 1997 64,243 64,243 (64,243) Accrued benefit payments - December 31, 1996 - (55,443) - -------- --------- ----------- Per Form 5500 $ 64,243 $ 109,941 $ 1,433,330 ======== ========= ===========
14 SCHEDULE I D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- DECEMBER 31, 1997 -----------------
Fair Cost Value --------- ----- Dreyfus A Bond Plus $ $ 35,572 Fidelity Asset Manager 114,136 Neuberger & Berman Guardian 347,462 Twentieth Century Ultra 391,058 Oppenheimer Global Fund A 312,592 Warburg Emerging Growth - Virtuoso Guaranteed Interest 72,089 Participant loans, 8% to 9.67% 24,054 24,054 D&K Common Stock 86,957 131,856 ----------- $ 1,428,819 =========== The Plan's record keeper does not provide historical cost information. Also a party-in-interest. The accompanying notes are an integral part of this schedule.
15 SCHEDULE II D&K WHOLESALE DRUG, INC. ------------------------ 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1997 ------------------------------------
Purchases Sales ------------------- --------------------------------------------------- No. of No. of Sales Gain/ Trans. Cost Trans. Cost Price (Loss) ------ ---- ------ --------- ----- ---------- Neuberger & Berman Guardian 26 $114,501 16 $ - $15,590 $ - Twentieth Century Ultra 37 149,125 17 - 25,197 - Oppenheimer Global Fund A 36 92,499 14 - 38,720 - D&K Common Stock 1 50,313 3 - 2,590 - Represents transactions or a series of transactions in excess of 5% of the fair value of plan assets at the beginning of the year. The Plan's record keeper does not provide historical cost information. Also a party-in-interest. The accompanying notes are an integral part of this schedule.
EX-23 2 CONSENT OF EXPERT 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports dated June 25, 1998, included in this Form 11-K for the year ended December 31, 1997, into the Company's previously filed Registration Statements on Form S-8 (No. 33-24263). ARTHUR ANDERSEN LLP St. Louis, Missouri, June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----