-----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, EH5aZ8dF8ax8umEkkyAQ1qakJ4tco0rD/FOFUYXLJAm/E/ca/RoohUc/QME+GX45 +k1N1eznSMY8ef78VhQ+nQ== 0000950152-99-003777.txt : 19990503 0000950152-99-003777.hdr.sgml : 19990503 ACCESSION NUMBER: 0000950152-99-003777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05734 FILM NUMBER: 99606893 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 8-K 1 PIONEER STANDARD ELECTRONICS, INC. 8-K 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 (Date of earliest event reported): April 27, 1999 ---------------- PIONEER-STANDARD ELECTRONICS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 0-5734 34-0907152 - --------------- ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 4800 EAST 131ST STREET, CLEVELAND, OHIO 44108 ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 587-3600 ------------------- 2 ITEM 5. OTHER EVENTS. On April 27, 1999, Pioneer-Standard Electronics, Inc. (the "Company") issued a news release, a copy of which is filed herewith as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibits. Exhibit 99 News Release dated April 27, 1999. 2 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 hereunto duly authorized. PIONEER-STANDARD ELECTRONICS, INC. Date: April 27, 1999 By /s/ John V. Goodger -------------------------------- John V. Goodger Vice President and Treasurer 3 4 EXHIBIT INDEX Exhibit No. Description of Document ----------- ----------------------- 99 News release dated April 27, 1999, from the Company. E-1 EX-99 2 EXHIBIT 99 1 Exhibit 99 FOR IMMEDIATE RELEASE For more information contact: John Goodger Vice President and Treasurer Pioneer-Standard Electronics, Inc. 440/498-5432 PIONEER-STANDARD ELECTRONICS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN CLEVELAND, Ohio -- April 27, 1999 -- Pioneer-Standard Electronics, Inc. (Nasdaq: PIOS) today announced that its Board of Directors has adopted a new Shareholder Rights Plan. The plan will take effect on May 10, 1999, the date on which the Company's existing Shareholder Rights Plan will expire. Under the new plan, the Pioneer Board declared a dividend distribution of one right for each outstanding Pioneer Common Share, payable May 10, 1999. Each right entitles the registered holder to purchase from Pioneer one-tenth of a Common Share at a price of $4.00, or $40.00 per whole share, subject to adjustment. However, if a person or group acquires 20 percent or more of Pioneer's outstanding Common Shares, the shareholder actually would receive, upon payment of the $40.00 exercise price, $80.00 worth of the Company's Common Shares. Shareholders of record on May 10 will receive a written summary of the new plan which will explain their rights and the significant provisions of the plan. "Pioneer's Board adopted the new shareholder rights plan, which is substantially the same as the existing plan, to ensure the continued protection of shareholders against a partial tender offer or share accumulation that might allow a third party to take control of Pioneer without paying all shareholders a fair price for their shares," said James L. Bayman, Pioneer-Standard chairman and chief executive officer. He added that the plan does not contain the so called "dead hand" provision which some institutional shareholders have found to be objectionable. The rights will initially trade together with Pioneer's Common Shares and will not be exercisable. In the absence of further Pioneer Board action, the rights generally will become exercisable and allow the holder to acquire Pioneer's Common Shares at a discounted price if a person or group acquires 20 percent or more of Pioneer's outstanding Common Shares. Rights held by persons who exceed the applicable threshold will be void. Under certain circumstances, the rights will entitle the holder to buy shares in an acquiring entity at a discounted price. -more- 2 -2- The Company's Board of Directors may, at its option, redeem all rights for $.001 per right, generally at any time prior to the rights becoming exercisable. The rights will expire May 10, 2009, unless earlier redeemed, exchanged or amended by the Board of Directors, and the plan specifically provides that the Board will review the status of the plan at the end of five years to determine if any such action should be taken. "The adoption of a shareholder rights plan has become common practice in major American companies and a well-accepted approach to ensuring that all shareholders receive a fair price and are treated equally in the event of a takeover," said Bayman. "With our industry sector and the company trading at historically low multiples, the rights plan helps assure our investors that a corporate raider would negotiate with the Board and pay a fair price for Pioneer shares." Mr. Bayman stated that the adoption of the Shareholder Rights Plan was not taken in response to or in anticipating of any specific attempt to take over or proposed change in control of the Company. The issuance of the rights is not a taxable event, will not affect Pioneer's reported financial condition or results of operations (including earnings per share) and will not change the way in which Pioneer's Common Shares are currently traded. Pioneer-Standard is an international distributor of electronic components and computer systems, with revenues exceeding $2 billion. Pioneer-Standard's Industrial Electronics Division provides one of the industry's most comprehensive offerings of semiconductors, ICs, embedded computing solutions, passive components, interconnects, power products and more. The company's Computer System Division is one of the largest distributors of Compaq, IBM, Intel, Informix and Oracle solutions, selling through its distribution arm, KeyLink Systems, as well as its Corporate Accounts Group. Pioneer-Standard has operations throughout North America, and worldwide distribution to Asia and Europe through its equity investments in World Peace Industrial Co., Ltd. (WPI), headquartered in Taiwan, and Eurodis Electron PLC, headquartered in the U.K. Additional information about Pioneer and its global operations can be found at www.pios.com. ### -----END PRIVACY-ENHANCED MESSAGE-----