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1 UNITED STATES DISTRICT MIDDLE DISTRICT OF FLORIDA JACKSONVILLE DIVISION ( X J61 33I r JACK HIRSCH, : Civil Action No. Plaintiff, : V. PSS WORLD MEDICAL, INC., PATRICK C. KELLY, FREDERICK EUGENE DELL, THOMAS A. HIXON and DAVID A. SMITH, Defendants. CLASS ACTION COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS JURY TRIAL DEMANDED X Plaintiff Jack Hirsch, by his undersigned attorneys, for his class action complaint, alleges the claims set forth herein. Plaintiff's claims as to himself and his own actions, as set forth herein, are based upon personal knowledge. All other allegations are based upon the investigations of counsel, which investigations included reviews of the public filings with the Securities and Exchange Commission (the "SEC") made by PSS World Medical, Inc. ("PSSI" or the "Company"), securities analysts reports and advisories about the Company, press releases issued by the Company, media reports about the Company and discussions with consultants, and other witnesses. Based upon such investigations, plaintiff believes that substantial evidentiary support exists for the allegations set forth herein. Each paragraph sets forth with particularity the basis for the allegations contained therein.

2 NATURE OF THE ACTION 1. This is a securities class action brought on behalf of all persons, other than defendants and affiliated persons as described below (the flclasst!), who purchased or otherwise acquired the securities of PSSI between December 27, 1997 and May 8, 1998, inclusive, when PSSI announced that its earnings would be below estimates as a result of the fact that Gulf South Medical Supply Inc. ("GSMS"), which PSSI recently acquired in a merger, was not as profitable as originally represented to the public. 2. On December 15, 1997, PSSI and GSMS announced a definitive agreement to merge the two companies in a transaction valued at approximately $600 million. 3. Both companies immediately began touting the positive effects that the merger would have -- proclaiming that the merger would result in a!!strong growth e ng ine!!,!!ens uring [PSSI! s ] leadership!! in home health care. 4. On December 22, 1997, the companies filed a Current Report on Form 8-K which contained pro forma combined financial statements of PSSI and GSMS which were materially false and misleading. 5. On May 11, 1998, PSSI announced its earnings would be below estimates in fiscal 1998 and 1999, after discovering that GSMS was not as profitable as had been represented on its financial statements. As a result of the release of the news, the price of the common stock of PSSI fell 25%, or $4-15/16, to $14-7/16 on 2

3 trading volume of 13.8 million, more than 30 times its average daily volume. JURISDICTION AND VENUE 6. Plaintiff brings this action pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. 78j and 78t, Rule 10b-5, and 17 C.F.R b-5, promulgated thereunder by the SEC. 7. This Court has jurisdiction in this action pursuant to Section 27 of the Exchange Act, 15 U.S.C. 78aa; and 28 U.S.C Venue is proper in this District pursuant to Section 27 of the Exchange Act, and 28 U.S.C. 1391(b) and (c). Many of the acts and transactions giving rise to the violations of law complained of herein occurred in this District. In addition, PSSI maintains its corporate headquarters and executive offices within this District. 9. In connection with the acts and conduct alleged in this Complaint, defendants, directly and indirectly, used the means and instrumentalities of interstate commerce, including the mails and telephone communication systems, and the facilities of a national securities market. THE PARTIES 10. Plaintiff Jack Hirsch purchased 129 shares of PSSI common stock on January 14, 1998 at $19.71 per share and has been damaged as a result of defendants' conduct as described herein. 3

4 11. Defendant PSSI is a Florida corporation, formerly known as Physician Sales and Services, Inc., with its principal offices located at 4345 South Point Boulevard, Jacksonville, Florida. PSSI common stock trades on the NASDAQ under the symbol "PSSI". The Company files annual, quarterly and other reports with the SEC in accordance with the Securities Exchange Act of Defendant Patrick C. Kelly ("Kelly") at all relevant times herein was Chairman and Chief Executive Officer of the Company. 13. Defendant Frederick Eugene Dell ("Dell"), at all relevant times herein was an officer of the Company. 14. Defendant Thomas A. Hixon ("Hixon"), at all relevant times herein was an officer of the Company. Defendant Hixon was the President of GSMS and joined PSSI on March 26, 1998 as President and Chief Operating Officer. 15. Defendant David A. Smith ("Smith"), at all relevant times herein has been Executive Vice President and Chief Financial Officer of the Company. 16. Defendants Kelly, Dell, Hixon and Smith sometimes are collectively referred to herein as the "Individual Defendants." Because of the Individual Defendants' positions with the Company, they had access to the material adverse non-public information about GSMS's internal control structure, as well as GSMS's and the Company's finances, and had access to internal corporate documents (including GSMS's and the Company's operating plans, budgets and forecasts and reports of actual operations compared thereto). Each 4

5 of the Individual Defendants owed to the purchasers of the Company's stock, including plaintiff and members of the Class, the duty to make a reasonable and diligent investigation of the statements contained in GSMS's and the Company's financial statements and press releases. This duty included ensuring that the statements contained therein were true, and that there were no omissions of material facts required to be stated in order to make the statements contained in such not misleading. As hereinafter alleged, each Individual Defendant violated those specific duties and obligations. CLASS ACTION ALLEGATIONS 17. Plaintiff brings this case as a class action pursuant to Rule 23(a) and Rule 23(b) (3) of the Federal Rules of Civil Procedure on behalf of a class consisting of all persons and entities who purchased PSSI securities during the Class Period (the "Class"), that is, during the period December 27, 1997, the date on which PSSI announced its proposed merger with GSMS, and May 8, 1998, the date on which it was first publicly announced that PSSI would not achieve forecasted earnings due to the fact that GSMS was not as profitable as had been originally represented. Excluded from the Class are the defendants herein, any subsidiaries or affiliates of PSSI, the officers and directors of PSSI and GSMS during the Class Period, members of the Individual Defendants' immediate families, any person, firm, trust, corporation, officer, director or any individual or entity in which any defendant has a controlling interest or which is related to, or affiliated with, 5

6 any of the defendants, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party. 18. During the Class Period, thousands of shares of common stock of PSSI were traded on the NASDAQ National Market System, an efficient and developed securities market. Thousands of brokers nationwide have immediate access to trading information about PSSI. Within minutes of any transaction taking place, this system displays the most recent trades and prices. 19. The members of the Class are so numerous that joinder of all members is impracticable. PSSI has more than 100 million shares of common stock outstanding. During the Class Period, millions of shares of PSSI stock were purchased by hundreds or thousands of persons located throughout the United States. The exact number of Class members may be determined through appropriate discovery. 20. Plaintiff's claims are typical of the claims of the members of the Class. Plaintiff and all members of the Class sustained damages as a result of defendants' wrongful conduct complained of herein. 21. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class actions and securities litigation. Plaintiff has no interests that are adverse or antagonistic to, or in conflict with, the interests of the other members of the Class.

7 22. A class action is superior to other available methods for the fair and efficient adjudication of this controversy because, among other things, it would be impracticable and undesirable for all members of the Class to bring separate actions in various parts of the country. In addition, because the damages suffered by many individual Class members may be relatively small, the expense and burden of individual litigation make it virtually impossible for the Class members to seek redress individually for the wrongful conduct alleged herein. 23. The prosecution of separate actions by individual Class members also would create the risk of inconsistent and varying adjudications concerning the subject of this action, which adjudications could establish incompatible standards of conduct for defendants under the laws cited herein. Further, common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class in that, at least by use of publicly filed reports, defendants have acted on grounds generally applicable to the entire Class. Among the questions of law and fact common to the Class are: (a) whether the federal securities laws were violated by defendants' acts as alleged herein; (b) whether statements disseminated to the investing public and securities markets by the defendants omitted or misrepresented material facts concerning the Company's true financial results; 7

8 (c) whether defendants, to the extent required by the federal securities laws, acted with the requisite state of mind in omitting and/or misrepresenting material facts respecting the failure to disclose the known financial impact that the massive production difficulties the Company was facing would have on the Company's financial results; (d) whether the market price of PSSI's common stock during the Class Period was artificially inflated due to the misrepresentations and/or non-disclosures regarding the production problems on the Company's financial results; and (e) whether the members of the Class have sustained damages, and, if so, the appropriate measure thereof. 24. Plaintiff knows of no difficulty that will be encountered in the management of this litigation that would preclude its maintenance as a class action. The names and addresses of the record owners of PSSI securities purchased during the Class Period are available from the Company or its transfer agent(s). Notice may be provided to such record owners via first class mail using techniques and a form of notice similar to those customarily used in class actions. SUBSTANTIVE ALLEGATIONS 25. PSS1 is a specialty marketer and distributor of medical products to physicians, other alternate site providers and hospitals. PSSI has grown rapidly through acquisitions, internal growth and new center developments. From fiscal year 1994 (ended

9 December 31, 1994) to fiscal year 1997, PSSI's revenues have grown from $357.2 million to $938 million. 26. According to recently issued financial reports filed with the Securities and Exchange Commission ("the SEC"), PSSI views the acquisition of medical products distributors as an integral part of its growth strategy. 27. Since 1994, PSSI has accelerated its acquisition of medical products distributors in number and size of the operation acquired. 28. On December 14, 1997, PSSI signed a definitive agreement to acquire GSMS in a merger. Under the agreement, holders would receive 1.75 shares of PSSI for each share of GSMS. The total shares to be issued in the merger would be 28,738,297 shares, representing 41.2 of PSSI shares after the merger. 29. At the time of the announcement of the merger, defendant Kelly was quoted as follows: Patrick C. Kelly, Chairman and Chief Executive Officer of PSS World Medical, Inc., said "Strategically, this transaction gives us entry into the entire alternate-site market and is one of the most compelling transactions we have ever completed. All of the sales expertise, information technology and marketing momentum that are hallmarks of PSS World Medical will have immediate application for Gulf South. We believe there are extraordinary synergistic and value-added opportunities inherent in this transaction which should generate increased profitability for our company." Mr. Kelly continued, "This transaction not only allows PSS World Medical to employ its customer-focused distribution capabilities in all of the alternate-site market, but it also partners us with the preeminent distributor of

10 medical products to the extended-care market segment. The combination of PSS World Medical and Gulf South creates the nation's leading alternate-site distributor. This transaction adds 17 full-service regional distribution centers to the Company's existing 86 service centers. 30. In connection with the proposed merger, which was required to be approved by P551 stockholders, PSSI issued a Current Report on Form 8-K dated December 22, 1997 (the "December 8-K 11 ) in which there appeared unaudited pro forma considered combined financial statements for the three years ended March 28, The December 8-K reported the filing pro forma revenue and net income for the combined PSSI and GSMS companies, for the six months ended September 30, 1997: Net Sales $617,068.00* Cost of Goods Sold $455,588.00* Gross Profit $161,480.00* Net Income $ 17,407.00* Net income per share $.25* * thousands 31. After signing of the merger agreement and issuance of the December 8-K, the price of PSSI stock began to climb through the end of 1997, from $19-9/16 on December 22, 1997 to a high of $22-1/8 on December 31, One analyst estimated that the merger would add $.03 per share in net income to PSSI in 1998 and $.04 per share in Based on information provided by defendants, Moodys confirmed its rating of PSSI debt at Bi and said the following: The merger will not only allow PSS to enter the long term care market and be a dominant player in that market, but will improve the company's operating margins and return on assets [emphasis supplied] 10

11 33. On May 8, 1998, PSSI issued an announcement which stunned the market and caused a 25% decline in the price of its stock: PSS World Medical, Inc. today announced that it expects to adjust earnings relating to the Gulf South Medical Supply merger which was recently completed on March 26, 1998, in a pooling-of-interests transaction. The Company anticipates making the adjustment as a result of its decision to accelerate and increase integration and infrastructure spending and to conform Gulf South Medical Supply's accounting practices to those of PSS World Medical. The Company also believes that this adjustment will affect earnings in fiscal 1999, which, although anticipated to increase approximately 30% over the Company's 1998 fiscal year, are expected to be approximately 141 below analyst expectations. This reduction is primarily due to (i) the conforming of accounting practices noted above and the implications of those accounting changes on future growth forecasts and (ii) the Company's decision to accelerate and increase expenditures on Gulf South Medical Supply infrastructure to support integration and future growth. 34. On May 11, 1998, the first day of trading after the disclosure, the price of PSSI stock declined by approximately $4-15/16 to $14-7/16 on trading of 13 million shares, more than 30 times the recent daily average. 35. After the disclosure of the negative news at least one analyst downgraded PSSI. In a report for May 6-12, 1998, BT Alex. Brown stated: We believe management credibility and the Company's acquisition strategy have been damaged by this announcement... * * * 11

12 Investors' concerns about the Gulf South merger were that PSSI overpaid and was diversifying away from the core physician business. These concerns have now become a reality, as Ernst & Young's (Gulf South's auditors) aggressive interpretation of an accounting rule now means that Gulf South's earnings were significantly overstated, according to PSSI's more conservative approach, which is consistent with that of their auditor's, Arthur Andersen. The restatement of previous results eliminates the near-term synergies PSSI had modeled for Gulf South, and lowers Gulf South's operating profit margin to 7 from 9 * * * During a recent audit of 3 years' of financial data on Gulf South after the merger closed on March 26, 1998 (in a pooling of interests), PSSI's accountant, Arthur Andersen, discovered that Gulf South capitalized operating costs of distribution centers that were going to get shut down, as of the day it was planned that a center would eventually shut down. This contrasts with PSSI's more conservative approach of recording charges until the center is actually closed. This discrepancy between PSSI's accountants, Arthur Andersen, and Gulf South's accountants, Ernst & Young, in the interpretation of rule 95.3 EITF regarding merger accounting, will result in a $0.04 shortfall to $0.64 versus our estimate and the Street estimate of $0.68 in the FY 1998 results, which will be reported early/mid June. But more important, we believe, will be the lost synergies from Gulf South -- when working the numbers for the Gulf South acquisition, PSSI had forecasted synergies from closing distribution centers at Gulf South, but these synergies will not materialize as they were already capitalized and not expensed in the P&L. The result is a lower profit base off which to grow, and significantly less synergy opportunities from the Gulf South piece of business. Hence, our EPS forecasts for FY 1999 and FY 2000 are too high, and have been 12

13 lowered to reflect this change, to $0.83 from $0.98 and to $1.08 from $1.30, respectively. Additionally, we have lowered our 3-5 year growth rate to 25%. At these levels, we believe the stock is fairly valued, so we have downgraded our investment rating to "market perform" (3) from " strong buy" (1) Management credibility has been an issue in the past, when a similar event occurred regarding a merger integration issue with Taylor Medical, roughly one year ago, and we believe that it will take a while for investors to rebuild confidence in management and the EPS forecasts. 36. The pro forma financial statements of the Company were false and misleading in that they failed to comply with SEC regulations and GAAP accounting policies. 37. Generally Accepted Accounting Principles ("GAAP") encompass the rules, conventions and practices recognized and employed by the accounting profession for the preparation of financial statements. Statements of Financial Accounting Standards ("FAS") are promulgated by the profession's Financial Accounting Standards Board, and are considered the highest authority of GAAP. Other authoritative pronouncements include Accounting Principles Board Opinions ("APB") and Statements of Position of the American Institute of Certified Public Accountants ("SOP"). Financial statements filed in any documents with the Securities and Exchange Commission are required by Regulation S-X (17 CFR (a) (1)) to conform to GAAP. PSSI's financial statements which were included in the public filings were not prepared in accordance with GAAP for, inter alia, the following reasons: 13

14 (a) The principle that financial reporting should provide information that is useful to present and potential investors and creditors and other users in making rational investment, credit and similar decisions (FASB Statement of Concepts No. 1, 34) (b) The principle that financial reporting should provide information about the economic resources of an enterprise, the claims to those resources, and the effects of transactions, events, and circumstances that change resources and claims to those resources (FASB Statement of Concepts No. 1, 40) (c) The principle that financial reporting should provide information about how management of an enterprise has discharged its stewardship responsibility to owners (stockholders) for the use of enterprise resources entrusted to it. To the extent that management offers securities of the enterprise to the public, it voluntarily accepts wider responsibilities for accountability to prospective investors and to the public in general (FASB Statement Concepts No. 1, 50) (d) The principle that financial reporting should provide information about an enterprise's financial performance during a certain time period. Investors and creditors often use information about the past to help in assessing the prospects of an enterprise. Thus, although investment and credit decisions reflect investors' expectations about future enterprise performance, those expectations are commonly based at least partly on evaluations of 14

15 past enterprise performance (FASB Statement of Concepts No. 1, 42) (e) The principle that financial reporting should be reliable in that it represents what it purports to represent. That information should be reliable as well as relevant is a notion that is central to accounting (FASB Statement of Concepts No. J 58-59) (f) The principle of completeness, which means that nothing is left out of the information that may be necessary to insure that it validly represents underlying events and conditions (FASB Statement of Concepts No. 2, 79); (g) The principle that conservatism be used as a prudent reaction to uncertainty to try to ensure that uncertainties and risks inherent in business situations are adequately considered. The best way to avoid injury to investors is to try to ensure that what is reported represents what it purports to represent (FASB Statement of Concepts No. 2, 11 95, 97); and (h) The principle that revenue must realizable (collectible) and earned prior to recognition (FASE Statement of Concepts No. 5, 83) COUNT I (Against All Defendants For Violations Of Section 10(b) Of The Exchange Act And Rule lob-5 Promulgated Thereunder) 38. Plaintiff incorporates by reference and realleges the preceding paragraphs as though fully set forth herein. This Count is asserted against all defendants. 15

16 39. During the Class Period, defendants, directly and indirectly, by use of means and instrumentalities of interstate commerce and/or the mails, engaged in a plan and course of conduct, pursuant to which each of them knowingly or recklessly engaged in acts, transactions, practices, and courses of business that operated as a fraud and deceit upon plaintiff and the other members of the Class; made various untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and employed devices and artifices to defraud in connection with the purchase and sale of securities, which were intended to, and, throughout the Class Period, did: (1) deceive the investing public, including plaintiff and other Class members, regarding, among other things, (a) the actual and expected revenues and profits of PSSI, and (b) the accuracy of PSSI's financial statements issued during the Class Period; (ii) artificially inflate and maintain the market price of PSSI securities; and (iii) cause plaintiff and other members of the Class to purchase PSSI securities at artificially inflated prices. 40. Pursuant to the aforesaid plan and course of conduct, defendants participated, directly and indirectly, in the preparation and/or issuance of the statements and documents referred to above. Each of the Individual Defendants participated directly in the wrongs complained of herein. By reason of their senior position as executive officers and/or directors, as well as their close personal working relationships, each of the Individual 16

17 Defendants was a "controlling person" of PSSI, within the meaning of Section 20(a) of the Exchange Act, and had the power and influence, and exercised the same, to cause the Company to engage in the unlawful conduct complained of herein. The Individual Defendants were able to, and did, directly or indirectly, in whole or material part, control the content of PSSI's public financial reports, filings with the SEC, and public statements. Each Individual Defendants was provided, for his approval or otherwise, with copies of PSSI's reports, filings, releases, and statements herein alleged to have been materially false and misleading prior to or shortly after their issuance by the Company, and had the ability and opportunity to prevent their issuance or to cause them to be corrected. 41. As an officer and/or director of a publicly-held company the common stock of which was, and is, registered pursuant to the federal securities laws, each Individual Defendant had a duty to disseminate timely, accurate, truthful, and complete information and a duty to disseminate on behalf of the Company timely, accurate, truthful, and complete financial statements so that the market price of PSSI common stock would be based on truthful, accurate and complete information. As hereinafter alleged, each Individual Defendant violated these specific duties and obligations. 42. Said statements and documents were materially false and misleading in that, among other things, they misrepresented the 17

18 status of P551 the actual and expected revenues and profits of PSSI, and the Company's financial condition. 43. At all relevant times, P551 and the Individual Defendants had actual knowledge that the statements and documents complained of herein were materially false and misleading as set forth herein and intended to deceive plaintiff and the other members of the Class. In the alternative, those defendants acted in reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts as would have revealed the materially false and misleading nature of the statements and documents complained of herein although such facts were readily available to defendants. Said facts and omissions of defendants were committed willfully or with reckless disregard for the truth. In addition, PSSI and the Individual Defendants knew or recklessly disregarded that material facts were being misrepresented or omitted as alleged herein. 44. Information showing that the defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants' knowledge and control. As senior corporate officers of PSSI, the Individual Defendants had knowledge of the details of the Company's financial affairs and results. Plaintiff, who purchased PSSI common stock on the open market, did not have knowledge of the details of the Company's internal corporate affairs. However, the following facts, among others, indicate a strong inference that PSSI and the Individual Defendants acted with scienter: I'

19 (a) PSSI and the Individual Defendants had a strong incentive to keep PSSI's share price as high as possible until the merger with GSMS was completed; (b) defendants need to keep PSSI's share price artificially inflated in order to consummate other acquisitions to stock-swap transactions; 45. Additionally, during the Class Period, the Individual Defendants sold thousands of shares of Company stock for proceeds of tens of million of dollars. 46. As a result of PSSI's and the Individual Defendants' fraudulent conduct as alleged herein, the prices at which PSSI common stock were purchased on the secondary market were artificially inflated throughout the Class Period. At the time that plaintiff and the other members of the Class purchased PSSI common stock, the true value of such common stock was substantially lower than the prices paid by plaintiff and the other members of the Class. The market price of PSSI common stock declined sharply immediately following the public disclosures on May 8, 1998 of the material adverse financial results. In ignorance of the materially false and misleading nature of the statements and documents complained of herein, as well as of the adverse, undisclosed information known to defendants, plaintiff and the other members of the Class relied, to his/her damage, on such statements and documents, and/or on the integrity of the offering and market prices of PSSI common stock in purchasing such common stock at artificially inflated prices during the Class Period. Had 19

20 plaintiff and the other members of the Class known the truth, they would not have taken such action. 47. At all relevant times, the misrepresentations and omissions particularized in this Complaint directly or proximately caused or were a substantial contributing cause of the damages sustained by plaintiff and the other members of the Class. The misstatements and omissions complained of herein had the effect of creating in the market an unrealistically positive assessment of PSSI, as well as of its financial condition and ability to continue as a going concern, causing PSSI common stock to be overvalued and artificially inflated and at all relevant times. Defendants' false portrayal, during the Class Period, of the Company's operations and prospects, as well as of PSSI's and GSMS's financial condition, resulted in purchases of PSSI common stock by plaintiff and by the other members of the Class at artificially inflated prices measured by the difference between the market prices and the actual value of such common stock the time of purchase, thus causing the damages complained of herein. 48. In addition, at the time PSSI common stock was issued, such common stock was actively traded on the NASDAQ. As a result, the market for PSSI common stock was well-developed, and the price at which such common stock was initially offered, as well as the prices at which is traded thereafter, necessarily reflected the material misrepresentations and omissions complained of herein. 49. As a direct and proximate result of defendants' aforesaid wrongful conduct during the Class Period, plaintiff and 20

21 the other members of the Class have suffered substantial damages in connection with their purchases of PSSI common stock. 50. By virtue of the foregoing, each defendant has violated Section 10(b) of the Exchange Act, and Rule lob-s promulgated thereunder. COUNT II (Against The Individual Defendants For Violations Of Section 20(A) Of The Exchange Act) 51. Plaintiff incorporates by reference and realleges the preceding paragraphs as though fully set forth herein. This Count is asserted against Individual Defendants. 52. Throughout the Class Period, each of the Individual Defendants, by reason of their executive positions and as the owners, directly and/or indirectly of their shares of the Company's common stock, had the power and influence, and exercised the same, to cause the Company to engage in the unlawful acts, conduct, and practices complained of herein. As a result, at the time of the wrongs alleged herein, the Individual Defendants were "controlling persons" of the Company within the meaning of Section 20(a) of the Exchange Act. 53. Pursuant to Section 20(a) of the Exchange Act, by reason of the foregoing, each of the Individual Defendants is liable to the same extent as PSSI for the Company's aforesaid violations of Section 10(b) of the Exchange Act and Rule lob-5 promulgated thereunder. As a direct and proximate result of said defendants' wrongful conduct during the Class Period, plaintiff and 21

22 the other members of the Class have suffered substantial damages in connection with their purchases of PSSI common stock. WHEREFORE, plaintiff and the Class pray for judgment as follows: A. Declaring this action to be a proper class action pursuant to Rules 23 (a) and 23 (b) (3) of the Federal Rules of Civil Procedure on behalf of the Class defined herein; B. Awarding plaintiff and the members of the Class compensatory damages; C. Awarding plaintiff and the members of the Class prejudgment and post-judgment interest, as well as their reasonable attorneys' fees, expert witness fees and other costs; D. Awarding such other relief as this Court may deem just and proper. JURY DEMAND Plaintiff demands a trial by jury pursuant to Rule 38 (b) of the Federal Rules of Civil Procedure. Dated: May 26, ABBEY, GARDY & SQIJITIERI, LLP il By: _. _ I _., ~ ~ Lee Squitieri / Joshua M. Lifshiz 212 East 39th Street New York, New Yçrlç 1,001 (212) ttei-epnone (212) (telecopier) Attorneys for Plaintiff Jack Hirsch Trial Counsel

23 HAYES & LINDELL, P.A. J. Michael Lindell Fla. Bar # Blackstone Building 233 East Bay Street Jacksonville, FL (904) (telephone) (904) (telecopier) Local Florida Counsel for Plaintiff 23

24 PLAINTIFF'S SWORN CERTIFICATION Jack Hirsch, being duly sworn, deposes and says the following, under the penalties of perjury: filing; I. I have reviewed the complaint and authorized its 2. I did not purchase the security that is the subject of this action (PSS World Medical, Inc.) at the direction of plaintiffs' counsel or in order to participate in any private action arising under this title. 3. I am willing to serve as a representative party on behalf of a class and will testify at deposition and trial, if necessary. 4. My transactions in the security that is the subject of this litigation during the class period set forth in the complaint are as follows: Number of Date of Transaction Shares purchased Pri ce Per Sha January 14, shares $ I have not served as or sought to serve as a. representative party on behalf of a class under this title during the last three years. 61 I will not accept any payment for serving as a representative party, except to receive my pro rata share of any recovery or as ordered or approved by the court including the award to a representative of reasonable costs and expenses (including lost wages) directly relating to the representation of the class. nfl I31 ini

25 nafth -TT13D DTV ZnCL YJ. QTJ T YVJ QF,flT The foregoing are, to the best of my knowledge and belief, true and correct statements (B \wp1\ereba\pi\hitb.cbr)