1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________.
Commission file number 0-5734
------
Pioneer-Standard Electronics, Inc.
----------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0907152
---- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 East 131st Street, Cleveland, OH 44105
- ------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (216) 587-3600
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- --
Indicate the number of shares outstanding of each of the issuer's classes of
Common Shares, as of the latest practical date. COMMON SHARES, WITHOUT PAR
VALUE, AS OF NOVEMBER 3, 1997: 26,307,566. (Excludes 4,780,000 Common Shares
subscribed by the Pioneer Stock Benefit Trust.)
2
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on July 29, 1997 (the
"Annual Meeting"), the shareholders voted to elect Arthur Rhein and
Thomas C. Sullivan each to an additional three-year term as
Directors of the Company and Charles F. Christ to a new three-year
term. Following is a summary of the voting:
Arthur Thomas C. Charles F.
Votes Rhein Sullivan Christ
-----
For 26,211,841 26,370,311 26,401,480
Withheld 797,239 638,769 607,600
The term of office of the following Directors of the Company continued
after the Annual Meeting: James L. Bayman; Frederick A. Downey; Victor
Gelb; Gordon E. Heffern; Edwin Z. Singer; and Karl E. Ware.
Also at the Annual Meeting, shareholders voted to fix the number of
Class B Directors at three. The following is a summary of the voting:
Votes
-----
For 26,503,074
Against 321,040
Abstaining 184,965
In addition, at the Annual Meeting an amendment to the amended
articles of incorporation to authorize a new class of 5,000,000 serial
preferred, without par was approved by the shareholders. The following
is a summary of the voting:
Voting
------
For 21,300,108
Against 3,564,620
Abstaining 330,139
3
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Number Description
------ -----------
2 Amended Articles of Incorporation, as amended (filed
herewith)
10.1 Employment Agreement, dated July 29, 1997, between
Pioneer-Standard Electronics, Inc. and James L. Bayman
(filed herewith)
10.2 Employment Agreement, dated July 29, 1997, between
Pioneer-Standard Electronics, Inc. and Arthur Rhein (filed
herewith)
10.3 Employment Agreement, dated July 29, 1997, between
Pioneer-Standard Electronics, Inc. and Robert E. Danielson
(filed herewith)
10.4 Employment Agreement, dated July 29, 1997 between
Pioneer-Standard Electronics, Inc. and John V. Goodger
(filed herewith)
11 Calculation of Primary Earnings Per Share
27 Financial Data Schedule
4
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.
Date: March 17, 1998 James L. Bayman
----------------------------------------
Chairman and CEO
Date: March 17, 1998 John V. Goodger
----------------------------------------
Vice President & Treasurer