1
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: November 30, 1995
-----------------
(Date of earliest event reported)
PIONEER-STANDARD ELECTRONICS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 0-5734 34-0907152
- ---------------------------- ---------- -------------------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
4800 East 131st Street, Cleveland, Ohio 44105
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 587-3600
--------------
2
Item 2. Acquisition or Disposition of Assets.
On November 30, 1995, Pioneer-Standard Electronics, Inc. (the
"Company") acquired 50% of the Common Stock (the "Stock") of
Pioneer/Technologies Group Inc., a Maryland corporation ("Technologies"). Prior
to this acquisition, the Company owned of record 50% of the Common Stock of
Technologies. The acquisition was accomplished pursuant to a Plan and Agreement
of Merger, dated November 30, 1995, by and among the Company, Technologies,
Pioneer-Standard of Maryland, Inc., a wholly-owned subsidiary of the Company,
the Shareholders of Technologies (the "Shareholders") and Bruce S. Tucker as
Shareholders Representative (the "Merger Agreement"), pursuant to which
Pioneer-Standard of Maryland, Inc., was merged with and into Technologies. A
copy of the Merger Agreement is filed as an Exhibit hereto.
In connection with the purchase of the Stock, Technologies entered
into Noncompetition Agreements with each of Bruce S. Tucker and Jay S. Ross,
former employees of Technologies. These Agreements provide that each individual
will not, for a period of two years, directly or indirectly compete with
Technologies. Copies of the Noncompetition Agreements are filed as Exhibits
hereto.
As consideration for the Stock, the Company assumed certain
liabilities, including approximately $35 million of bank debt, of Technologies
and, subject to claims which may be made under the Escrow Agreement described
below, will pay the Shareholders $50 million in cash. The obligation of the
Company to pay the Shareholders the cash purchase price is secured by a Letter
of Credit. On January 4, 1996 the Shareholders are entitled to receive $48
million in cash, after surrendering the Letter of Credit. At that time, two
million dollars will be deposited with NationsBank, N.A. as Escrow Agent to
secure certain indemnification provisions of the Merger Agreement. A copy of
the Escrow Agreement is filed as an Exhibit hereto. The purchase price for the
Stock was determined through arm's length negotiations among the parties.
The consideration to be paid by the Company was financed under a
Credit Agreement, dated November 29, 1995, by and among the Company,
Pioneer-Standard of Maryland, Inc., certain Banks and National City Bank, as
Agent (the "Credit Agreement"). The principal amount advanced and to be paid on
January 4, 1996 under the Credit Agreement is subject to an interest rate of
various floating rate options. It is anticipated that some portion of the loans
under the Credit Agreement will be refinanced with a combination of equity and
fixed rate debt, given favorable market conditions.
Technologies distributes electronic components and computer products
and provides technical support through 11 locations in the southeast and
northwest regions of the United States.
2
3
Other than the Noncompetition Agreements set forth above, and the fact
that, prior to this transaction, the Company owned 50% of the Common Stock of
Technologies, there are no material relationships between Technologies and the
Company or any of their affiliates, directors or officers, except that James L.
Bayman and Prestan B. Heller, directors of the Company, also serve as directors
of Technology.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.*
(b) Pro Forma Financial Information.*
(c) Exhibits.
Sequential
Exhibit No. Description Page No.
----------- ----------- ----------
2.1 Plan and Agreement of Merger, dated November 30, 1995, by and
among Pioneer-Standard Electronics, Inc., Pioneer-Standard of ----
Maryland, Inc., Pioneer/Technologies Group Inc., the Shareholders
identified on the Signature Pages, and Bruce S. Tucker, as
Shareholders Representative (without Schedules).**
4.1 Credit Agreement dated as of November 29, 1995 by and among
Pioneer-Standard Electronics, Inc., Pioneer-Standard of Maryland, ----
Inc., the Banks identified on the Signature Pages thereto and
National City Bank, as Agent.
23.1 Consent of Ernst & Young. ***
99.1 Escrow Agreement, dated as of November 30, 1995, by and among
Pioneer-Standard Electronics, Inc., certain stockholders of ----
Pioneer/Technologies Group Inc., Bruce S. Tucker as Shareholders
Representative and Nations Bank, N.A.
99.2 Noncompetition Agreement, dated as of November 30, 1995, by and
between Pioneer-Standard of Maryland, Inc. f/k/a ----
Pioneer/Technologies Group Inc. and Bruce S. Tucker.
3
4
99.3 Noncompetition Agreement dated as of November 30, 1995 by and
between Pioneer-Standard of Maryland, Inc. f/k/a ----
Pioneer/Technologies Group Inc. and Jay S. Ross.
- ---------------
* The financial statements of Technologies for the periods specified in
Rule 3-05(b) of Regulation S-X and the pro forma financial information
required pursuant to Article 11 of Regulation S-X currently are not
available and will be filed as soon as is practicable, but not later
than 60 days after the date that this Report is due.
** The Registrant agrees by this filing to supplementally furnish a copy
of the schedules of this Agreement to the Commission upon request.
*** To be filed by Amendment.
4
5
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.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ John V. Goodger
-------------------------------------
John V. Goodger, Vice President,
Treasurer and Assistant Secretary
Date: December 13, 1995
5