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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 22, 1998
PEOPLES EDUCATIONAL HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 2-86551C 41-1368898
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
230 W. Passaic Street, Maywood NJ 07607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 712-1142
Registrant's former name: Concourse Corporation
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ITEM 5. OTHER EVENTS.
On December 22, 1998, Peoples Educational Holdings, Inc. (the
"Company") held a Regular Meeting of Shareholders. The holders of 57,587,663
votes, 98.10% of the outstanding voting power of the Company, were represented
in person or by proxy at the meeting. The following matters were submitted to a
vote of security holders, and approved, at the meeting:
(a) The following persons were elected to the Company's Board of Directors:
Votes
Votes For Withheld
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John C. Bergstrom 57,586,663 1,000
Roy E. Mayers 57,518,463 69,200
James J. Peoples 57,518,663 69,000
Anton J. Christianson 57,518,663 69,000
Diane M. Miller 57,518,663 69,000
(b) A proposal to change the name of the Company from "Concourse Corporation"
to "Peoples Educational Holdings, Inc." was approved. The following summarizes
the voting with respect to the proposal:
Votes For: 57,569,791
Votes Against: 14,372
Abstain: 3,500
(c) A proposal to effect a 20-to-1 Reverse Stock Split and to increase the
number of authorized shares was approved. As a result, effective December 31,
1998, the reverse stock split occurred and the Company's authorized capital
stock consists of 25,000,000 shares, par value $.02 per share, consisting of
15,000,000 common shares and 10,000,000 undesignated shares. Fractional shares
resulting from the reverse stock split were rounded up. The following summarizes
the voting with respect to the proposal:
Votes For: 57,564,945
Votes Against: 15,918
Abstain: 6,800
(d) A proposal to approve and ratify the 1998 Stock Plan and to increase the
number of shares of common stock reserved for issuance of awards thereunder was
approved. The following summarizes the voting with respect to the proposal:
Votes For: 57,163,948
Votes Against: 141,718
Abstain: 80,399
(e) A proposal to ratify the appointment of McGladrey & Pullen LLP as
independent public accountants was approved. The following summarizes the voting
with respect to the proposal:
Votes For: 57,579,657
Votes Against: 500
Abstain: 7,506
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PEOPLES EDUCATIONAL HOLDINGS, INC.
Dated: January 15, 1999 By /s/ James J. Peoples
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James J. Peoples, Chairman,
President and Chief
Executive Officer
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