SC 13G 1 pioneer.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c)AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Amendment No. PIONEER STANDARD ELECTRONICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 723877106 (CUSIP Number) DKR CAPITAL PARTNERS L.P. 1281 East Main Street Stamford, Connecticut 06902 (203) 324-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) The information required in the remainder of This cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act . 1. Name of Reporting Person I.R.S. Identification Nos. of Above Persons (entities only) DKR Capital Partners L.P. 2. Check the Appropriate Box If A Member Of A Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizen Or Place Of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 0 6. Shared Voting Power 507,866 preferred shares convertible into 1,612,271.40 shares of common stock 7. Sole Dispositive Power 0 8. Shared Dispositive Power 507,866 preferred shares convertible into 1,612,271.40 shares of common stock DKR Management Company Inc. (DKRMCI) a registered investment adviser, has entered into an Advisory Services Agreement with Basso Securities to act as the portfolio manager to certain funds managed by DKRMCI. Pursuant to an Assignment and Assumption Agreement, DKR Capital Partners L.P., an affiliate of DKRMCI, will perform and satisfy all obligations of DKRMCI, including those under the Advisory Service Agreement. As such, DKR Capital Partners L.P. and Basso Securities have shared dispositive and voting power over the securities. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 507,866 preferred shares convertible into 1,612,271.40 shares of common stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instruction) 11. Percent of Class Represented by Amount in Row 9 5.44% 12. Type of Reporting Person (See Instructions) IA Item 1: Security and Issuer 1(a) Name of Issuer Pioneer Standard Electronics, Inc. 1(b) Address of Issuer's Principal Executive Offices 6065 Parkland Blvd. Mayfield Heights, OH 44124 United States Item 2: Identity and Background 2(a) Name of person Filing: DKR Capital Partners L.P. 2(b) Address of Principal Business Office or, if none, Residence: The address of the reporting person is: 1281 East Main Street Stamford, CT 06902 2(c) Citizenship/ Corporation organized Delaware, USA 2(d) Title of Class of Security Common Stock 2(e) Cusip Number 723877106 Item 3: If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or 13d-2(c) promulgated under the Securities Exchange Act of 1934, check whether the filing is a: a. Broker or Dealer registered under Section 15 of the Act, b. Bank as defined in Section 3(a)(6) of the Act, c. Insurance Company as defined in Section 3(a)(19) of the Act, d. Investment Company registered under Section 8 of the Investment Company Act, e. Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), f. Employee Benefit Plan, or Endowment Fund in accordance with Rule 13d-1(b)(ii)(F), g. Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G); (Note: see Item 7) h. A saving association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) i. A church plan that is excluded form the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; j. Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership 4(a) Amount Beneficially Owned An aggregate amount of 507,866 preferred shares convertible into 1,612,271.40 shares of common stock were beneficially owned by DKR Capital Partners L.P., a registered investment adviser. DKR Capital Partners L.P. disclaims beneficial ownership of the holdings reported herein. 4(b) Percent of Class 5.44% (The percentage was calculated by dividing 1,612,271.404 shares of common stock by 29,625,271.40, which represents the sum 28,013,000 of (shares outstanding based on the latest information provided by Bloomberg) and 1,612,271.40 (the shares of common stock that would be received upon conversion of the corporate bonds)). 4(c) Number of shares as to which the person has (i) Sole Power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 507,866 preferred shares convertible into 1,612,271.40 shares of common stock (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 507,866 preferred shares convertible into 1,612,271.40 shares of common stock Instruction: For computation regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). Item 5: Ownership of Five Percent or less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following Instruction: Dissolution of a group requires a response to this item. Item 6: Ownership of More than Five percent on Behalf of Another Person. Basso Securtities Ltd. ("Basso") has entered into an Advisory Service Agreement with DKRMCI to act as a portfolio manager to certain funds managed by DKRMCI. Pursuant to an Assignment and Assumption Agreement, DKR Capital Partners L.P., an affiliate of DKRMCI, will perform and satisfy all obligations of DKRMCI, including those under the Advisory Service Agreement. As such, Basso, the portfolio manager, has more than five percent interest in the security and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such security. Basso Securities disclaims beneficial ownership of the holdings reported herein. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. If a parent holding company has filed this schedule,pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 8: Identification and Classification of Members of the Group. If a group his filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Not Applicable Item 9: Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of he group, in their individual capacity. See item 5. Not Applicable Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2002 /s/ Anthony Girodano ____________________________ Signature Anthony Giordano