-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hoj2fXNaxp4sd2g/W6NpiGgOx4H3NxP9LCXJahD/ZCht/v8csUrrnzCJVhMO00ZB j4aS2Ab2hnPmTlZ5RSrMow== 0000950152-97-007478.txt : 19971031 0000950152-97-007478.hdr.sgml : 19971031 ACCESSION NUMBER: 0000950152-97-007478 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970802 FILED AS OF DATE: 19971030 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-12814 FILM NUMBER: 97703615 BUSINESS ADDRESS: STREET 1: 5915 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 2164494100 MAIL ADDRESS: STREET 1: 5915 LANDERBROOK DRIVE STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 10-Q/A 1 COLE NATIONAL CORPORATION 10-Q/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT 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 AUGUST 2, 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 1-12814 COLE NATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 34-1453189 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) DENTIFICATION NO.) 5915 LANDERBROOK DRIVE MAYFIELD HEIGHTS, OHIO 44124 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (440)449-4100 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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. X YES NO --- --- AS OF AUGUST 29, 1997, 14,724,935 SHARES OF THE REGISTRANT'S CLASS A COMMON STOCK WERE OUTSTANDING. ================================================================================ 2 COLE NATIONAL CORPORATION AND SUBSIDIARIES FORM 10-Q/A PERIOD ENDED AUGUST 2, 1997 THIS FORM 10-Q/A AMENDS PART II, ITEM 4 TO REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED AUGUST 2, 1997 PART II. OTHER INFORMATION - -------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS SIGNATURE - --------- -2- 3 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS On June 12, 1997, the Company held its annual meeting of stockholders. At that meeting, the stockholders elected seven directors to serve until the next annual meeting of stockholders, approved the Amended and Restated Nonqualified Stock Option Plan for Non-employee Directors, approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock, approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of Preferred Stock, approved the Non-employee Director Equity and Deferred Compensation Plan, and confirmed the appointment of Arthur Andersen LLP as independent auditors of the Company for the fiscal year ending January 31, 1998. Of the total eligible votes of 12,051,040, stockholders cast votes of 11,292,562 or 93.7%, of the total eligible votes. The votes cast for the aforementioned matters were as follows: 1) Election of Directors
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Jeffrey A. Cole 11,157,762 134,800 0 Timothy F. Finley 11,157,762 134,800 0 Irwin W. Gold 11,156,762 135,800 0 Peter V. Handel 11,157,762 134,800 0 Charles A. Ratner 11,157,762 134,800 0 Walter J. Salmon 11,157,762 134,800 0 Brian B. Smith 11,156,362 136,200 0
2) Amended and Restated Nonqualified Stock Option Plan for Non-employee Directors
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Approval of Plan 11,168,597 101,027 22,938
3) Amendment to Certificate of Incorporation to increase the number of authorized shares of Common Stock
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Approval of Amendment 10,909,713 362,452 20,397
-3- 4 4) Amendment to Certificate of Incorporation to increase the number of authorized shares of Preferred Stock
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Approval of Amendment 7,277,436 2,236,604 445,547
5) Non-employee Director Equity and Deferred Compensation Plan
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Approval of Plan 11,162,813 90,860 25,106
6) Confirmation of Independent Auditors
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Arthur Andersen LLP 11,270,490 2,304 19,768
-4- 5 SIGNATURE --------- 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. COLE NATIONAL CORPORATION By: /s/ Wayne L. Mosley ---------------------------------------- Wayne L. Mosley Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer) Date: October 30, 1997 -5- -----END PRIVACY-ENHANCED MESSAGE-----