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 December 31, 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 FEBRUARY 3, 1998: 26,327,179. (Excludes 4,780,000 Common Shares subscribed by the Pioneer Stock Benefit Trust.) 2 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Number Description ------ ----------- 4.1 First Amendment to Credit Agreement, dated as of June 30, 1997, by and among Pioneer-Standard Electronics, Inc., National City Bank, the Banks identified on the signature pages thereto and National City Bank as Agent (filed herewith). 4.2 Second Amendment to Credit Agreement and Extension of Facility Termination Date, dated as of November 10, 1997, by and among Pioneer-Standard Electronics, Inc., National City Bank, the Banks identified on the signature pages thereto, and National City Bank as Agent (filed herewith). 27 Financial Data Schedule 3 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