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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.
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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
- ---------
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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
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
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
</TABLE>
2) Amended and Restated Nonqualified Stock Option Plan for Non-employee
Directors
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
Approval of Plan 11,168,597 101,027 22,938
</TABLE>
3) Amendment to Certificate of Incorporation to increase the number of
authorized shares of Common Stock
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
Approval of Amendment 10,909,713 362,452 20,397
</TABLE>
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4) Amendment to Certificate of Incorporation to increase the number of
authorized shares of Preferred Stock
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
Approval of Amendment 7,277,436 2,236,604 445,547
</TABLE>
5) Non-employee Director Equity and Deferred Compensation Plan
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
Approval of Plan 11,162,813 90,860 25,106
</TABLE>
6) Confirmation of Independent Auditors
<TABLE>
<CAPTION>
Abstentions
and/or Broker
For Withheld non-votes
---------- -------- ---------
<S> <C> <C> <C>
Arthur Andersen LLP 11,270,490 2,304 19,768
</TABLE>
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SIGNATURE
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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
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