SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No( 2 )* Pioneer Standard Electric (Name of Issuer) Common Stock No Par Value (Title of Class of Securities) 723877106 (CUSIP Number) Check the following box if a fee is being paid with A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not 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 (however, see the Notes). (Continued on following page(s)) Page 1 of 3 Pages CUSIP No. 723877106 13G Page 2 of 3 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fiduciary Management, Inc. 39-1346018 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)X (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 225 East Mason Street Milwaukee, WI 53202 NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,748,055 WITH 8 SHARED DISPOSITVE POWER 273,100 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,021,155 10 cHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.46% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTION BEFORE FILLING OUT CUSIP No. 536314107 Page 3 of 3 After reasonable inquiry and to the best of my knowledge and belief, the information set forth in this statement is true, complete, and correct. Date: February 9, 2000 Ted D. Kellner, C.F.A. Chairman and Chief Executive Officer Fiduciary Management, Inc.