<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PIONEER-STANDARD
ELECTRONICS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
LOGO
PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105
June , 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Pioneer-Standard Electronics, Inc., which will be held at 11:00 a.m. on Tuesday,
July 29, 1997, at the Cleveland South Hilton Inn, 6200 Quarry Lane, Cleveland,
Ohio. A map to the Cleveland South Hilton Inn is included on the inside back
cover of the Proxy Statement. Your Board of Directors and management look
forward to greeting personally those shareholders able to attend.
At the meeting, in addition to electing three Class C Directors, your Board
is asking shareholders to fix the number of Class B Directors at three and to
approve an amendment to the Company's Amended Articles of Incorporation to
authorize a new class of serial preferred shares. These proposals are fully set
forth in the accompanying Proxy Statement for your information.
For the reasons set forth in the Proxy Statement, your Board of Directors
recommends a vote "FOR" each of the proposals.
It is important that your shares are represented and voted at the meeting
whether or not you plan to attend. Accordingly, please sign, date and mail the
enclosed Proxy in the envelope provided, at your earliest convenience.
Thank you for your cooperation and continued support.
/s/ James L. Bayman
James L. Bayman
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
LOGO
PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the Shareholders (the "Annual Meeting") of
Pioneer-Standard Electronics, Inc. (the "Company") will be held at the Cleveland
South Hilton Inn, 6200 Quarry Lane, Cleveland, Ohio, on Tuesday, July 29, 1997,
at 11:00 a.m., Eastern Daylight Time, for the following purposes:
1. To fix the number of Class B Directors at three (3);
2. To elect three (3) Class C members of the Board of Directors of the
Company to hold office for a term of three (3) years and until their
respective successors are elected;
3. To amend the Company's Amended Articles of Incorporation to
authorize a new class of serial preferred shares; and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Only shareholders of record at the close of business on June 9, 1997 are
entitled to notice of the Annual Meeting and to vote thereat.
By Order of the Board of Directors.
William A. Papenbrock
Secretary
June , 1997
PLEASE SIGN AND MAIL YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE> 4
LOGO
PIONEER-STANDARD ELECTRONICS, INC.
4800 EAST 131ST STREET / CLEVELAND, OHIO 44105
------------------
MAILED TO SHAREHOLDERS ON JUNE , 1997
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 1997
The Proxy enclosed with this Proxy Statement is solicited by the Board of
Directors of Pioneer-Standard Electronics, Inc. (the "Company") and is to be
used at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
July 29, 1997, and any adjournments thereof. The time, place and purposes of the
Annual Meeting are stated in the Notice of Annual Meeting of Shareholders which
accompanies this Proxy Statement. Without affecting any vote previously taken, a
shareholder may revoke his Proxy by giving notice to the Company in writing at
any time before its exercise or in open meeting. Unless so revoked, shares
represented by a valid Proxy (in the form enclosed and properly signed) received
in time for the voting will be voted in accordance with the directions contained
therein.
The holders of Common Shares of the Company (the only class of shares
outstanding) will be entitled to vote at the Annual Meeting. At the close of
business on June 9, 1997, the date fixed for the determination of persons
entitled to vote, there were 31,056,782 Common Shares outstanding and entitled
to vote at the Annual Meeting, each share being entitled to one vote. Under Ohio
law and the Company's Amended Code of Regulations, if a quorum is present at the
Annual Meeting, the three (3) nominees for election as Directors who receive the
greatest number of votes cast for the election of Directors at the Annual
Meeting by the Common Shares present in person or represented by proxy and
entitled to vote will be elected Directors ("Proposal 2"). The vote of a
majority of shareholders present in person or represented by proxy and entitled
to vote is required by the Company's Amended Code of Regulations to approve the
proposal to fix the number of Class B Directors at three (3) ("Proposal 1").
However, the proposal to amend the Company's Amended Articles of Incorporation
to authorize a new class of serial preferred shares ("Proposal 3") must be
approved by the affirmative vote of the holders of record of at least two-thirds
of the outstanding Common Shares. Votes that are withheld with respect to the
election of Directors will not be counted in determining the outcome of the
election. An abstention from voting any share with respect to Proposals 1 and 3
will have the practical effect of a vote against such proposals. A broker
non-vote with respect to any share will not affect the approval of Proposal 1 or
the outcome of Proposal 2, since the share is not considered present for voting
purposes; however, a broker non-vote with respect to any share will have the
practical effect of a vote against Proposal 3, since the approval of such
proposal is determined on the basis of outstanding shares, rather than shares
present.
If notice in writing is given by any shareholder to the President, a Vice
President or the Secretary of the Company not less than 48 hours before the time
fixed for holding the Annual Meeting that he desires the voting for the election
of Directors to be cumulative, an announcement of the giving of such notice
shall be made upon the convening of the meeting by the Chairman or Secretary or
may be made by or on behalf of the shareholder giving such notice. Cumulative
voting permits each shareholder to cumulate his voting power at such election by
giving one nominee as many votes as equals the product of the number of
Directors to be
<PAGE> 5
elected multiplied by the number of his votes, or by distributing his votes on
the same principle among two or more nominees, as the shareholder sees fit.
FIX THE NUMBER OF CLASS B DIRECTORS
The Company's Amended Code of Regulations currently provides that the Board
of Directors shall be divided into Class A, Class B and Class C, which shall
have three, four and three members, respectively. At the 1996 Annual Meeting,
three Class B members were elected to the Board of Directors, leaving one seat
in Class B vacant. The Board of Directors has determined that it would be in the
best interests of the Company to fix the number of Directors in Class B at three
(3) in order to eliminate the vacancy that currently exists in that class. The
Company's Amended Code of Regulation provides that the number of Directors in a
class may be changed by a majority vote of the shareholders in attendance at the
meeting in person or by proxy. The Board of Directors has therefore approved a
proposal for consideration by the shareholders at the Annual Meeting to fix the
number of Class B Directors at three (3), which will have the effect of
eliminating the vacancy in that class.
RECOMMENDATION; REQUIRED VOTE
The Board of Directors recommends a vote FOR the proposal. The persons
named in the accompanying proxy or their substitutes will vote such proxy for
this proposal unless it is marked to the contrary. A favorable vote of shares
representing a majority of the Common Shares represented at the meeting is
required to approve the proposal to fix the number of Class B Directors at three
(3).
ELECTION OF DIRECTORS
At this Annual Meeting, three Class C Directors are to be elected for a
three-year term ending at the Annual Meeting in 2000. The Board of Directors
nominees for election are Charles F. Christ, Arthur Rhein and Thomas C.
Sullivan. Mr. Rhein and Mr. Sullivan currently serve as Directors of the
Company. Mr. Christ has been nominated by the Board of Directors to fill the
Class C seat currently occupied by Mr. Preston B. Heller.
The proxyholders named in the accompanying Proxy or their substitutes will
vote such Proxy at the Annual Meeting or any adjournments thereof for the
election as Directors of the three nominees named above unless the shareholder
instructs by marking the appropriate space on the Proxy that authority to vote
is withheld. If cumulative voting is in effect, the proxyholders shall have full
discretion and authority to vote for any one or more of such nominees. In the
event of cumulative voting, the proxyholders can vote the shares represented by
each Proxy so as to maximize the number of Board of Directors' nominees elected
to the Board. Each of the nominees has indicated his willingness to serve as a
Director, if elected. If any nominee should become unavailable for election
(which contingency is not now contemplated or foreseen), it is intended that the
shares represented by the Proxy will be voted for such substitute nominee as may
be named by the Board of Directors. In no event will the accompanying Proxy be
voted for more than three nominees or for persons other than those named above
and any such substitute nominee for any of them.
The following table sets forth, with respect to each of the nominees for
election and the other Directors whose terms will continue after the Annual
Meeting, his principal occupation; the period during which he has served as a
Director of the Company; his age; and the expiration date of his term or the
term for which he is a nominee.
2
<PAGE> 6
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
FOR PAST FIVE YEARS AND OTHER DIRECTOR PROPOSED
DIRECTORSHIPS OF PUBLICLY-HELD CONTINUOUSLY TERM
NAME CORPORATIONS SINCE AGE EXPIRATION
- ---------------------------- --------------------------------------- ---------- --------- -----------
<S> <C> <C> <C> <C>
CLASS C DIRECTORS
Charles F. Christ........... Vice President and General Manager of N/A 58 2000
Components Division, Digital Equipment
Corporation (Computer and Office Equip-
ment) since July 1994 (to retire July
1, 1997); prior thereto, Vice
President, Storage Business Unit,
Digital Equipment Corporation;
Director, Maxtor Corporation
Arthur Rhein................ President and Chief Operating Officer 1990 51 2000
of the Company since April 1997; prior
thereto, Senior Vice President of the
Company from April 1993 until April
1997 and Vice President -- Marketing
from 1986 to April 1993
Thomas C. Sullivan(1)(3).... Chairman of the Board and Chief 1984 59 2000
Executive Officer, RPM, Inc. (Specialty
Coatings and Membranes); Director,
National City Bank (a subsidiary of
National City Corporation) and Huffy
Corporation
</TABLE>
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
FOR PAST FIVE YEARS AND OTHER DIRECTOR PROPOSED
DIRECTORSHIPS OF PUBLICLY-HELD CONTINUOUSLY TERM
NAME CORPORATIONS SINCE AGE EXPIRATION
- ---------------------------- --------------------------------------- ---------- --------- -----------
<S> <C> <C> <C> <C>
CLASS A DIRECTORS
Frederick A. Downey(1)...... President, F.A. Downey Associates, Inc. 1983 69 1998
(Venture Capital/Consulting); prior
thereto, Executive Vice
President -- Finance and Administration
and Director, Parker Hannifin
Corporation (Motion Control Systems and
Components) until retirement on Janu-
ary 1, 1988
Victor Gelb(1)(2)(3)........ President, Victor Gelb, Inc. 1971 70 1998
(Industrial Fibers); Director,
Specialty Chemical Resources, Inc.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT
FOR PAST FIVE YEARS AND OTHER DIRECTOR PROPOSED
DIRECTORSHIPS OF PUBLICLY-HELD CONTINUOUSLY TERM
NAME CORPORATIONS SINCE AGE EXPIRATION
- ---------------------------- --------------------------------------- ---------- --------- -----------
<S> <C> <C> <C> <C>
Edwin Z. Singer(1)(2)(3).... Chairman of the Board, Sandusco, Inc. 1974 66 1998
(Wholesale Merchandising, Real Estate);
Director, Star Bank, N.A., Cleveland
CLASS B DIRECTORS
James L. Bayman(1).......... President of the Company from 1984 1984 60 1999
until May 1997, Chief Executive Officer
of the Company since April 1995 and
Chairman of the Board of the Company
since April 1996
Gordon E. Heffern(3)........ Retired Chairman of the Board and Chief 1989 73 1999
Executive Officer, Society Corporation
and Society National Bank since 1987
and 1985, respectively (Banking);
Director, A. Shulman Inc.
Karl E. Ware(2)............. Chairman and Chief Executive Officer, 1988 70 1999
Ware Industries, Inc. (Metal Wire Forms
and Steel Components); Director, Acme-
Cleveland Corporation, LESCO, Inc., and
Lubrizol Corporation
<FN>
- ---------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
</TABLE>
INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS AND
COMPENSATION OF DIRECTORS
The Board of Directors has an Executive Committee, an Audit Committee, and
a Compensation Committee. The Executive Committee, which held no meetings during
the last fiscal year, exercises the power and authority of the Board of
Directors in the interim period between Board meetings. The Audit Committee,
which held three meetings during the last fiscal year, reviews with the
Company's independent auditors the proposed scope of the Company's annual audits
and audit results, reviews the adequacy of internal financial controls, reviews
internal audit functions, provides recommendations as to the engagement of
independent auditors, and reviews any problems identified by either the internal
or external audit functions. The Compensation Committee, which held three
meetings during the last fiscal year, reviews and makes recommendations
concerning executive officers' compensation and employment agreements and the
Company's stock option plans. The Compensation Committee also reviews and makes
recommendations concerning outside Director compensation. The Board of Directors
serves as the Company's nominating committee.
The Board of Directors held five meetings during the fiscal year ended
March 31, 1997. During that fiscal year, no Director attended fewer than 75% of
the aggregate of (i) the total number of meetings of the Board of Directors held
during the period he served as a Director and (ii) the total number of meetings
held by Committees of the Board on which he served, during the periods that he
served.
4
<PAGE> 8
During the fiscal year ended March 31, 1997, Directors who are not also
employees of the Company received an annual fee of $15,000 and $1,000 for each
Board or Committee meeting attended. In addition, such Directors are to receive
$200 for each Board or Committee telephone conference in which he participates.
In the event that more than one Board or Committee meeting is held on one day,
the Directors involved receive $500 for the second meeting attended. As Chairman
of the Audit Committee, Mr. Singer received an annual fee of $2,000 in addition
to any fees he received as a Committee member, and, as Chairman of the
Compensation Committee, Mr. Gelb received an annual fee of $2,000 in addition to
any fees he received as a Committee member. Mr. Heller waived payment of fees
for his services as a Director during the fiscal year ended March 31, 1997.
The Company also provides a Deferred Compensation Plan for its outside
Directors. The Plan provides that the Director may elect, no later than 15 days
prior to the start of a fiscal year, to defer all or a part of their
compensation for the following year, which deferral will continue until the
election is revoked. Deferred compensation is credited to a Director's account,
at the Director's option, as a cash allotment or stock allotment. Amounts
deferred as a cash allotment bear interest at the National City Bank prime
interest rate. Amounts deferred as a stock allotment are credited to the
Director's account as the stock equivalent of the number of Company Common
Shares that could be purchased with the dollar amount of the allotment at the
last sales price of the Company's Common Shares on the last trading day of the
applicable quarter. Distributions of the final account balance in a Director's
account are payable in cash in five equal annual installments commencing six
months after the date on which the person ceases to be a Director or the date on
which the Director elects to terminate participation in the Plan. The Plan also
provides for various payment terms to beneficiaries in the event of the
Director's death.
5
<PAGE> 9
SHARE OWNERSHIP
The following table sets forth the number of Common Shares of the Company
beneficially owned by each of the nominees for Director and the Directors whose
terms will continue after the Annual Meeting; the Chief Executive Officer and
each of the four most highly compensated Executive Officers of the Company
during fiscal 1997; all Directors and Executive Officers as a group; persons
known to the Company to own beneficially in excess of five percent of the Common
Shares; and the percent of the class so owned as of June 9, 1997, unless
otherwise indicated.
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
- ------------------------------------------------------------------- ------------- ----------
<S> <C> <C>
DIRECTOR NOMINEES AND DIRECTORS (EXCLUDING EXECUTIVE OFFICERS) (2)
Charles F. Christ.................................................. -- --
Frederick A. Downey................................................ 7,000(4) *
Victor Gelb........................................................ 31,752(4) .1%
Gordon E. Heffern.................................................. 12,397(4) *
Preston B. Heller.................................................. 1,063,647(5) 3.4%
Edwin Z. Singer.................................................... 86,079(4)(6) .3%
Thomas C. Sullivan................................................. 7,875(4) *
Karl E. Ware....................................................... 5,850(4) *
EXECUTIVE OFFICERS (2)
James L. Bayman.................................................... 579,895(7) 1.9%
Robert E. Danielson................................................ -- --
John V. Goodger.................................................... 48,852(8) .2%
Janice M. Margheret (3)............................................ 184,974(9) .6%
Arthur Rhein....................................................... 198,862(10) .6%
All Directors and Executive Officers as a group (13 persons)....... 2,045,896(11) 6.5%
OTHER PERSONS
Legg Mason, Inc.................................................... 1,519,427(12) 5.51%
111 South Calvert Street
Baltimore, Maryland 21202
Neuberger & Berman, LLC............................................ 1,589,700(13) 5.77%
605 Third Avenue
New York, New York 10158-3698
The Prudential Insurance Company of America........................ 2,043,650(14) 7.41%
751 Broad Street
Newark, New Jersey 07102-3777
</TABLE>
- ---------------
* Shares owned are less than one-tenth of one percent of class.
(1) Except where otherwise indicated, beneficial ownership of the Common Shares
held by the persons listed in the table above comprises both sole voting
and dispositive power, or voting and dispositive power that is shared with
the spouses of such persons.
(2) The address of each Director nominee, Director and Executive Officer is
4800 East 131st Street, Cleveland, Ohio 44105.
6
<PAGE> 10
(3) Ms. Margheret resigned as an Executive Officer of the Company effective as
of August 16, 1996. See "Compensation Committee Report on Executive
Compensation."
(4) Includes 4,500 Common Shares which the Director has the right to acquire
within 60 days of June 9, 1997 through the exercise of stock options
granted to the Director under the 1995 Stock Option Plan for Outside
Directors.
(5) Includes 5,586 Common Shares held in a trust for which Mr. Heller serves as
co-trustee and shares voting and dispositive power, 9,000 Common Shares
held in a trust for which Mr. Heller serves as trust advisor and has sole
voting and dispositive power, and 3,000 Common Shares which Mr. Heller has
the right to acquire within 60 days of June 9, 1997 through the exercise of
stock options granted to him under the 1995 Stock Option Plan for Outside
Directors.
(6) Includes 67,500 Common Shares beneficially owned by a corporation
controlled by Mr. Singer.
(7) Includes 2,500 Common Shares which Mr. Bayman has the right to acquire
within 60 days of June 9, 1997, through the exercise of stock options
granted to him under the 1991 Stock Option Plan.
(8) Includes 47,340 Common Shares which Mr. Goodger has the right to acquire
within 60 days of June 9, 1997, through the exercise of stock options
granted to him under the 1982 Incentive Stock Option Plan and 1991 Stock
Option Plan.
(9) Includes 108,700 Common Shares which Ms. Margheret has the right to acquire
within 60 days of June 9, 1997, through the exercise of stock options
granted to her under the 1982 Incentive Stock Option Plan and 1991 Stock
Option Plan.
(10) Includes 176,200 Common Shares which Mr. Rhein has the right to acquire
within 60 days of June 9, 1997, through the exercise of stock options
granted to him under the 1982 Incentive Stock Option Plan and the 1991
Stock Option Plan.
(11) The number of Common Shares shown as beneficially owned by the Company's
Directors and Executive Officers as a group includes 256,040 Common Shares
which such persons have the right to acquire within 60 days of June 9, 1997
through the exercise of stock options granted to them under the 1982
Incentive Stock Option Plan, the 1991 Stock Option Plan and the 1995 Stock
Option Plan for Outside Directors.
(12) As reported on a Schedule 13G report dated February 11, 1997. Common Shares
are beneficially owned by subsidiaries of the reporting person as follows:
1,467,043, or 5.32%, by Barlett & Co.; and 52,384, or .19%, by Legg Mason
Managed Investment Portfolio accounts. Such subsidiaries have sole voting
power with respect to 303,600 Common Shares.
(13) As reported on a Schedule 13G reported dated February 10, 1997. The
reporting person has sole voting power with respect to 875,600 Common
Shares, shared voting power with respect to 326,800 Common Shares and
shared dispositive power with respect to all of the Common Shares.
(14) As reported on a Schedule 13G report dated January 30, 1997. The reporting
person has shared voting and dispositive power with respect to 747,350
Common Shares held for the benefit of its clients.
7
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
years ended March 31, 1997, 1996 and 1995, of all those persons who were during
the 1997 fiscal year, (i) the Chief Executive Officer and (ii) the other four
most highly compensated Executive Officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------------------------------------------- ------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
- ------------------------- ---- -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Bayman.......... 1997 $300,000 $336,910 -- -- $41,365
Chairman of the 1996 250,000 386,739 -- 5,000 42,662
Board and Chief 1995 250,000 485,559 -- -- 45,296
Executive Officer
Arthur Rhein............. 1997 230,000 273,740 -- -- 10,742
President and Chief 1996 200,000 314,225 -- 5,000 10,165
Operating Officer(3) 1995 200,000 394,517 -- 14,400 12,124
Robert E. Danielson(4)... 1997 179,099 43,542 -- -- 3,490
Senior Vice President 1996 N/A N/A N/A N/A N/A
1995 N/A N/A N/A N/A N/A
Janice M. Margheret(5)... 1997 105,331(6) 58,155 -- -- 5,424
Senior Vice President 1996 185,000 241,712 -- 5,000 9,224
1995 185,000 303,475 -- 14,400 12,495
John V. Goodger.......... 1997 150,000 63,171 -- -- 11,733
Vice President, 1996 130,000 72,513 -- 5,000 7,392
Treasurer and 1995 130,000 91,042 -- 9,000 9,320
Assistant Secretary
</TABLE>
- ---------------
(1) Unless otherwise indicated, no Executive Officer named in the Summary
Compensation Table received personal benefits or perquisites in excess of
the lesser of $50,000 or 10% of his or her aggregate salary and bonus.
(2) Consists of (i) contributions by the Company on behalf of the Executive
Officers to the Pioneer-Standard Electronics, Inc. Employees' Profit Sharing
Retirement Plan, which during fiscal 1997 were as follows: James L. Bayman
$6,241; Arthur Rhein $5,738; Janice M. Margheret $5,291; and John V. Goodger
$6,241 and (ii) premiums paid for split dollar life insurance by the Company
during fiscal 1997 as follows: James L. Bayman $35,124; Arthur Rhein $5,004;
Robert E. Danielson $3,490; Janice M. Margheret $133; and John V. Goodger,
$5,492.
(3) Mr. Rhein was a Senior Vice President during the 1997 fiscal year, and he
was elected President and Chief Operating Officer on April 29, 1997.
(4) Mr. Danielson commenced his employment with the company on June 10, 1996 and
thus was employed for a period of approximately 10 months during the 1997
fiscal year.
(5) Effective as of August 16, 1996, Ms. Margheret resigned as Senior Vice
President of the Company. See "Compensation Committee Report on Executive
Compensation."
8
<PAGE> 12
(6) Includes $34,667 paid to Ms. Margheret for her services as a Special Advisor
to the Company following her resignation as Senior Vice President. See
"Compensation Committee Report on Executive Compensation."
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Bayman......... -- -- 2,500 2,500 $ -- $ --
Arthur Rhein............ 6,000 65,442 162,437 114,100 1,485,333 659,992
Robert E. Danielson..... -- -- -- -- -- --
Janice M. Margheret..... 37,937 390,258 92,500 114,100 789,360 659,992
John V. Goodger......... -- -- 39,065 24,998 255,027 154,403
<FN>
- ---------------
(1) Based on the difference between the exercise price of such options and the
closing price of a share of the Company's Common Shares on the Nasdaq
National Market System on March 31, 1997 ($12.75).
</TABLE>
EMPLOYMENT AGREEMENTS
The Company entered into Employment Agreements with James L. Bayman, Arthur
Rhein and John V. Goodger, effective April 1, 1996. The Employment Agreements
provide for a one-year period and thereafter renew automatically for an
additional one-year period on the next anniversary of the effective date subject
to (i) termination by the Company effective as of any anniversary of the
effective date, (ii) death or disability, (iii) termination by the Company, for
cause (as defined) or without cause at any time, and (iv) the officer's
voluntary termination. The Employment Agreements also provide for an annual base
salary of $300,000 for Mr. Bayman, $230,000 for Mr. Rhein, and $150,000 for Mr.
Goodger. The Employment Agreements for Messrs. Bayman, Rhein and Goodger provide
for annual cash incentive bonuses, in accordance with a formula based upon the
product of the sum of the Company's actual operating income (as defined)
multiplied by a ratio of the Company's actual return on capital (as defined),
compared with a pre-determined standard. Messrs. Bayman, Rhein and Goodger will
receive annual cash incentive bonuses in an amount equal to 8/10 of 1%, 65/100
of 1% and 15/100 of 1%, respectively, of the Company's adjusted income as
computed in accordance with such formula.
Upon termination of Messrs. Bayman, Rhein and Goodger's employment by the
Company without cause, and subject to compliance by Messrs. Bayman, Rhein and
Goodger with certain provisions relating to competition, confidential
information and noninterference, each officer will be entitled to receive his
base salary for the month in which termination occurs. Messrs. Bayman, Rhein and
Goodger also will be entitled to receive an amount per month (the "Payment
Amount") consisting of 1/24 of the total of an amount equal to his previous 24
months of base salary and the incentive cash bonuses for the two previously
completed fiscal years. Mr. Bayman would be entitled to the Payment Amount for a
period of 24 months, Mr. Rhein would be entitled to the Payment Amount for 12
months, and Mr. Goodger would be entitled to the Payment Amount for six months.
In addition to such monthly payments, Messrs. Bayman, Rhein and Goodger also
will be
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<PAGE> 13
entitled to receive his vested bonus payable in accordance with certain
provisions of the Employment Agreements.
In the event of termination in connection with a change in control, Messrs.
Bayman, Rhein and Goodger have the right to terminate their employment with the
Company and are entitled to receive an amount equal to one month of their then
base salary, an amount equal to his previous 24 months of base salary, and an
amount equal to his bonus for the two previously completed fiscal years, if any,
payable in one payment immediately upon such termination. Messrs. Bayman, Rhein
and Goodger also will be entitled to receive vested bonus amounts payable in
accordance with certain provisions of the Employment Agreements. For two years
following such termination, Messrs. Bayman, Rhein and Goodger will also be
entitled to all benefits and service credits for benefits under all employee
benefit plans, programs or arrangements of the Company. The Employment
Agreements also provide for the payment by the Company of legal fees incurred by
the officers in the event that, following a change in control, such officers may
be caused to institute or defend legal proceedings to enforce their rights under
the Employment Agreements. A "change in control" is defined as (i) the
acquisition by any person of beneficial ownership, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities or (ii) during any period of 12
consecutive months, individuals who were Directors of the Company at the
beginning of the period, and for whom such officers voted as a shareholder,
cease for any reason to constitute at least a majority of the Board of Directors
of the Company.
Termination for disability will result in payment of Messrs. Bayman, Rhein
and Goodger's then base salary and their respective bonus for a maximum period
of six months in the case of Mr. Bayman, or three months in the case of Mr.
Rhein and Mr. Goodger, following which they will receive disability benefits
under the Company's long term disability program. Messrs. Bayman, Goodger and
Rhein would also receive his bonus amounts payable in accordance with certain
provisions of the Employment Agreements. Upon the voluntary termination or
termination for cause (as defined) of any officer, no further remuneration
payments will be due him.
CERTAIN TRANSACTIONS
On February 28, 1996, the Company and Preston B. Heller, Jr., the former
Chief Executive Officer and Chairman of the Board of the Company, entered into a
Retirement Agreement. Mr. Heller retired as Chief Executive Officer as of April
3, 1995 and as Chairman of the Board and as a member of the Executive Committee
of the Board of Directors as of March 31, 1996. Under the Agreement, Mr. Heller
will receive a payment totalling $1,200,000 to be paid in 24 monthly
installments from April 30, 1996 through March 31, 1998, together with certain
other benefits.
Ms. Janice M. Margheret resigned as Senior Vice President effective August
16, 1996 pursuant to an Agreement between Ms. Margheret and the Company, the
terms of which are described under "Compensation Committee Report on Executive
Compensation."
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<PAGE> 14
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
GENERAL
The Company's Compensation Committee comprises four (4) outside Directors
of the Company. The Compensation Committee is responsible for reviewing and
implementing the Company's existing and proposed executive and director
compensation and employment arrangements and plans and to administer the 1982
Incentive Stock Option Plan, as amended, the 1991 Stock Option Plan, as amended,
and the 1995 Stock Option Plan for Outside Directors, as amended.
Set forth below is a report submitted by Messrs. Gelb, Heffern, Singer, and
Sullivan in their capacity as members of the Compensation Committee addressing
the Company's compensation objectives and philosophies, together with a
discussion of the factors considered in determining the compensation for the
Company's 1997 fiscal year of Mr. James L. Bayman, the Chief Executive Officer
of the Company, and Messrs. Robert E. Danielson, Arthur Rhein and John V.
Goodger and Ms. Janice M. Margheret (collectively, with Mr. Bayman, the "Named
Executives"). The report also addresses the Committee's review of and, effective
April 1, 1997, adjustments to compensation paid by the Company to Directors who
are not also employees of the Company.
OBJECTIVES AND PHILOSOPHY
The Company's compensation programs are intended to provide its executives
with a mix of salary, incentive compensation and benefits arrangements that:
- are at levels that will attract and retain qualified executives;
- are closely linked to the accomplishments of the Company and each
executive's individual performance; and
- encourage stock ownership by aligning executive compensation with
shareholder value.
The compensation of executives is intended to assist the Company in
obtaining the objectives set forth above. The Company seeks to provide its
executives with compensation that is both comparable to similarly situated
companies, specifically, Arrow Electronics, Inc., Avnet, Inc., Bell Industries,
Inc., Jaco Electronics, Inc., Kent Electronics Corporation, Marshall Industries,
Milgray Electronics, Inc., Sterling Electronics Corporation, and Wyle
Electronics, and commensurate with the performance, experience, and
responsibilities of each executive. Cash incentive compensation is awarded to
certain executives pursuant to a formula linked to the Company's financial
performance. Long-term incentive opportunities in the form of stock options are
granted to executives to provide them with an opportunity to acquire or to
increase their proprietary interest in the Company, thereby providing them with
an incentive to promote the long-term interests of the Company's shareholders.
In addition, the general business outlook of the Company and the electronics
distribution industry in general is considered when determining the compensation
of the Company's executives.
The Company's compensation arrangements and plans are currently structured
in such a manner that it is unlikely (other than in the case of a "change in
control") that the compensation which may be paid to any Named Executive in
fiscal 1998 will exceed $1 million. The Compensation Committee believes that it
is in the best interests of shareholders to retain as much flexibility as
possible, presently and in the future, with respect to the Company's
compensation arrangements and plans. However, the Compensation Committee
recognizes that Section 162(m) of the Internal Revenue Code of 1986, as amended,
provides that no tax deduction is
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<PAGE> 15
allowed for remuneration paid by the Company to any Named Executive to the
extent the remuneration paid exceeds $1 million. In the future, if the
Compensation Committee determines that the compensation which may be paid to any
Named Executive in any year could exceed $1 million, the Compensation Committee
may reexamine its policy.
FISCAL 1997 COMPENSATION DECISIONS
Salaries. On April 23, 1996, Mr. Bayman, the Company's Chief Executive
Officer, recommended to the Compensation Committee that the salaries of Messrs.
Bayman, Rhein and Goodger and Ms. Margheret be increased by $50,000, $30,000,
$20,000 and $27,750, respectively, effective April 1, 1996. In determining
whether to make any salary adjustments for fiscal 1997, consideration was given
to the payment of anticipated cash incentive compensation, the performance and
responsibilities of each executive, the fact that there had been no base salary
increases for the prior three (3) fiscal years, and the levels of compensation
of similarly situated companies, specifically, Arrow Electronics, Inc., Avnet,
Inc., Bell Industries, Inc., Jaco Electronics, Inc., Kent Electronics
Corporation, Marshall Industries, Milgray Electronics, Inc., Sterling
Electronics Corporation and Wyle Electronics. The Compensation Committee strives
to provide the Company's executives with salaries competitive with similarly
situated companies. The Compensation Committee's decisions with respect to
fiscal year 1997 salaries primarily were based on Mr. Bayman's recommendations,
which were accepted.
Annual Incentive Compensation. Annual cash incentive compensation was
awarded to the Named Executives in the form of cash paid pursuant to a formula
contained in their employment agreements. Cash incentives for the fiscal year
ending March 31, 1997, were paid to Mr. Bayman, Mr. Rhein and Mr. Goodger in an
amount equal to 4/5 of 1%, 65/100 of 1%, and 15/100 of 1%, respectively, of the
Company's adjusted 1997 fiscal year income as computed in accordance with the
formula contained in the Named Executives' employment agreements. Based upon the
results of operations for the Company's March 31, 1997 fiscal year, Mr. Bayman
received a cash incentive award of $336,900, Mr. Rhein received a cash incentive
award of $273,740, and Mr. Goodger received a cash incentive award of $63,171.
Stock Options. On February 27, 1996, Mr. Bayman recommended to the
Compensation Committee that options to acquire Common Shares be granted to the
Named Executives and other key management employees totaling 229,000 shares,
including 5,000 shares to each of Messrs. Bayman, Rhein and Goodger and to Ms.
Margheret. On March 29, 1996, the Compensation Committee accepted the
recommendations of Mr. Bayman and granted the stock options as of that date. In
making its decision, the Compensation Committee reviewed the proprietary
interest in the Company held by Messrs. Bayman, Rhein and Goodger and Ms.
Margheret, the desirability of increasing such proprietary interest, and the
performance of Messrs. Bayman, Rhein and Goodger and Ms. Margheret. The
Compensation Committee's decision with respect to the grant of stock options
primarily was based on Mr. Bayman's recommendations, and the balance of the
Committee's decision was based on the other factors discussed above.
Other. Mr. Danielson joined the Company on June 20, 1996 as Senior Vice
President and Chief Information Officer. For his services in that capacity
during fiscal 1997 Mr. Danielson received a negotiated salary and bonus of
$179,099 and $43,542, respectively.
Effective August 16, 1996, the Company and Janice M. Margheret entered into
an Agreement pursuant to which Ms. Margheret resigned as Senior Vice President
of the Company and Ms. Margheret was engaged as a Special Advisor to the Company
for a term ending on July 31, 2001, unless earlier terminated by the
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<PAGE> 16
Company. The Agreement, which was negotiated and approved by the Compensation
Committee, provides for the payment of Ms. Margheret's salary for her services
as Senior Vice President through July 1996 and her formula cash incentive
compensation at the rate of 5/10 of 1% for the first quarter (June 30) of fiscal
1997. Additionally, as compensation for her services as Special Advisor, in
settlement of Ms. Margheret's personal injury claims against the Company, and in
consideration of Ms. Margheret's release of any claim arising out of her
employment as Special Advisor, Ms. Margheret is entitled under the Agreement to
receive payments of $260,000 payable in 60 monthly installments, a lump sum
payment of $1,000,000, and a lump sum payment of $40,000. The Agreement also
provides for Ms. Margheret to participate in certain benefit plans of the
Company. The Agreement contains certain prohibitions on Ms. Margheret's
competition with the Company or interference with the Company's relationships
with its key employees and customers during the period of her continued
employment with the Company. Should the Company determine to terminate Ms.
Margheret's employment as Special Advisor, the Agreement provides that any
payments for her services as Special Advisor not yet paid to Ms. Margheret will
become payable in a lump sum on the date of termination.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Bayman, the Chairman of the Board, Chief Executive Officer and
President during fiscal 1997, received an increase in salary from $250,000 to
$300,000, as described above. Mr. Bayman also received the $336,910 cash
incentive payment for fiscal year 1997 as described above.
ADDITIONAL MATTERS
On April 3, 1997, the Compensation Committee authorized the grant of
options to purchase a total of 258,300 Common Shares under the 1991 Stock Option
Plan to the Named Executives and other non-officer key employees at an option
price of $12.375, which was the closing price per Common Share on that date.
Messrs. Bayman, Rhein, Danielson, and Goodger were each granted options to
acquire 25,000, 20,000, 15,000 and 5,000 Common Shares, respectively. At the
April 3 meeting, the Compensation Committee also reviewed and ratified the
$220,000 annual base salary being paid to Mr. Danielson. At the recommendation
of Mr. Bayman, no base salary increases for other Executive Officers were
authorized at that time. However, on April 29, 1997, Mr. Rhein was elected
President and Chief Operating Officer of the Company, and on that date the
Compensation Committee approved an increase in his base salary to $275,000 from
$220,000 per annum effective May 1, 1997. On April 29 the Compensation Committee
also authorized an employment agreement for Mr. Danielson with an incentive
compensation formula of 2/10 of 1% of the Company's adjusted fiscal year income.
At this same meeting, the Compensation Committee approved special one-time
bonuses of $55,000, $45,000 and $10,000 to Messrs. Bayman, Rhein and Goodger,
respectively. Finally, effective April 1, 1997, the Compensation Committee
approved an increase in the annual fee paid to outside Directors from $15,000 to
$20,000, and the annual fee paid to the Chairmen of the Audit and Compensation
Committees was increased from $2,000 to $4,000.
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Victor Gelb (Chairman)
Gordon E. Heffern
Edwin Z. Singer
Thomas C. Sullivan
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<PAGE> 17
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following chart compares the value of $100 invested in the Company's
Common Shares with a similar investment in the S&P 500 Stock Index ("S&P 500")
and the companies listed in the SIC Code 5065 -- Electronic Parts and Equipment
N.E.C. Index ("Peer Group") for the period March 31, 1992 through March 31,
1997.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PIONEER-
(FISCAL YEAR COVERED) STANDARD S&P 500 INDEX PEER GROUP
<S> <C> <C> <C>
1992 100 100 100
1993 223 115 142
1994 309 117 170
1995 374 135 199
1996 476 179 239
1997 398 214 253
</TABLE>
14
<PAGE> 18
AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
Article Fourth of the Company's Amended Articles of Incorporation
authorizes at present the issuance of 80,000,000 Common Shares. For the reasons
set forth below, the Board of Directors believes it advisable that Article
Fourth of the Company's Amended Articles of Incorporation be amended to
authorize a new class of 5,000,000 serial preferred shares, without par value
(the "Preferred Shares"). The text of the proposed amendment is set forth in
Appendix A to the Proxy Statement.
The proposed amendment authorizes the Board of Directors, without further
action or authorization by the stockholders (unless required in the specific
circumstances by applicable law or regulations or stock exchange rules), to
authorize the issuance of Preferred Shares from time to time in one or more
series and to determine all relevant terms of each such series at the time of
issuance, including but not limited to the following: (a) the number of shares
constituting such series; (b) the dividend rights, if any; (c) whether, and upon
what terms, the shares of such series would be redeemable; (d) whether, and upon
what terms, the shares of such series would be convertible into, or exchangeable
for, other securities; (e) whether a sinking fund would be provided for the
redemption of the shares of such series and, if so, the terms thereof; and (f)
other preferences, powers, qualifications, special or relative rights and
privileges and limitations or restrictions of such preferences or rights, if
any. The proposed amendment provides that holders of Preferred Shares are
entitled to one vote per Preferred Share upon all matters presented the
shareholders and vote together with the holders of Common Shares as one class on
all matters, except as otherwise provided by the Amended Articles of
Incorporation or required by law.
Most of the Company's competitors have the ability to issue preferred
shares without further shareholder approval. The Board of Directors believes
that amending the Articles of Incorporation to permit the Board to issue a class
of Preferred Shares will provide flexibility for future financing needs,
although the Board is not currently considering the issuance of Preferred Shares
for such financing purposes and has no present intention to issue any series of
Preferred Shares.
The Company also could issue Preferred Shares for other corporate purposes,
such as to make acquisitions or structure mergers, although no issuances for
such purposes are contemplated at present. If the amendment to the Articles of
Incorporation is approved, the Board will be able specify the precise
characteristics of the series of Preferred Shares to be issued, depending on
current market conditions and the nature of specific transactions.
Even though the voting rights of any Preferred Shares that are issued will
be limited to one vote per share as described above, the issuance of Preferred
Shares could be used to discourage attempts to acquire control of the Company
which the Board of Directors oppose. The Board of Directors represents that it
will not issue, without prior shareholder approval, any series of Preferred
Shares (i) for any defensive or antitakeover purpose, (ii) to implement any
shareholder rights plan, or (iii) with features intended to make any attempted
acquisition of the Company more difficult or costly. No Preferred Shares will be
issued to any individual or group for the purpose of creating a block of voting
power to support management on a controversial issue. Therefore, the Board
believes that, as structured, the authorization of Preferred Shares is in the
best interests of shareholders of the Company since it could not
disproportionately affect the voting power of existing shareholders, is
consistent with sound corporate governance principles, and enhances the ability
of the Company to take advantage of financing alternatives and possible
acquisition transactions.
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<PAGE> 19
RECOMMENDATION; REQUIRED VOTE
The Board of Directors recommends a vote FOR the proposal. The persons
named in the accompanying proxy or their substitutes will vote such proxy for
this proposal unless it is marked to the contrary. A favorable vote of
two-thirds of the outstanding Common Shares on the June 9 record date is
required for the adoption of the proposed amendment.
INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP to audit the accounts
of the Company for the fiscal year ending March 31, 1998, and to perform such
other accounting services as may be appropriate. Ernst & Young LLP and its
predecessors have audited the accounts of the Company annually since 1964.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, and they will have the opportunity to make a statement if they
desire to do so. They will also be available to respond to appropriate questions
from shareholders.
OTHER MATTERS
Reports will be laid before the Annual Meeting, including a letter from the
Chairman of the Board and Chief Executive Officer which accompanies the
financial statements of the Company and the Auditor's Report prepared by
independent auditors. The Board of Directors does not contemplate and does not
intend to present for consideration the taking of action by shareholders with
respect to any reports to be laid before the Annual Meeting or with respect to
the minutes of the Annual Meeting of Shareholders held on July 23, 1996, which
will be read at the Annual Meeting on July 29, 1997, unless a motion to dispense
with a reading is adopted.
The Board of Directors of the Company is not aware of any matter to come
before the Annual Meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the Annual Meeting, it is
the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on such matters.
The cost of solicitation of Proxies, including the cost of preparing,
assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by
the Company. In addition to solicitation by mail, arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxy
materials to their principals, and the Company may reimburse them for their
expenses in so doing. To the extent necessary to assure sufficient
representation, officers and employees of the Company may in person or by
telephone or telegram request the return of Proxies. The Company has also
retained D.F. King & Co., Inc., a professional proxy solicitation firm, to aid
in the solicitation of proxies for whose services the Company will pay a fee of
$10,000, plus reimbursement of out-of-pocket expenses.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company's Secretary at the
Company's principal executive offices not later than March , 1998, for
inclusion in the Board of Directors' Proxy Statement and form of Proxy relating
to that Annual Meeting. Each proposal submitted should be accompanied by the
name and address of the shareholder submitting the proposal and the number of
Common Shares owned. If the proponent is not a shareholder of record, proof of
beneficial ownership should also be submitted. All proposals must be a proper
subject for action and comply with the proxy rules of the Securities and
Exchange Commission.
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<PAGE> 20
UPON THE RECEIPT OF A WRITTEN REQUEST FROM ANY SHAREHOLDER ENTITLED TO VOTE
AT THE FORTHCOMING ANNUAL MEETING, THE COMPANY WILL MAIL, AT NO CHARGE TO THE
SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 13A-L UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, FOR THE COMPANY'S MOST RECENT FISCAL YEAR. REQUESTS FROM
BENEFICIAL OWNERS OF THE COMPANY'S VOTING SECURITIES MUST SET FORTH A GOOD-FAITH
REPRESENTATION THAT, AS OF THE RECORD DATE FOR THE ANNUAL MEETING, THE PERSON
MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT
SUCH ANNUAL MEETING. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE DIRECTED TO:
Mr. John V. Goodger
Vice President, Treasurer and Assistant Secretary
Pioneer-Standard Electronics, Inc.
4800 East 131st Street
Cleveland, Ohio 44105
You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience a
return envelope is enclosed requiring no additional postage if mailed in the
United States.
By Order of the Board of Directors.
WILLIAM A. PAPENBROCK
Secretary
June , 1997
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<PAGE> 21
APPENDIX A
PROPOSED AMENDMENT TO ARTICLE FOURTH OF THE
AMENDED ARTICLES OF INCORPORATION
OF
PIONEER-STANDARD ELECTRONICS, INC.
Article Fourth of the Amended Articles of Incorporation (which is the only
portion of the Amended Articles of Incorporation affected by Proposal 3) shall
be deleted and replaced by the following:
"FOURTH: The authorized number of shares of the Corporation is Eighty-Five
Million (85,000,000) shares, of which Eighty Million (80,000,000) shall be
Common Shares, without par value, and Five Million (5,000,000) shall be Serial
Preferred Shares, without par value.
SUBDIVISION A
PROVISIONS APPLICABLE TO SERIAL PREFERRED SHARES
The Serial Preferred Shares may be issued, from time to time, in one or
more series, with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereon, as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such series as adopted by the Board of
Directors. The Board of Directors, in such resolution or resolutions (a copy of
which shall be filed and recorded as required by law), is also expressly
authorized to fix:
(a) The distinctive serial designations and the division of such
shares into series and the number of shares of a particular series, which
may be increased or decreased, but not below the number of shares thereof
then outstanding, by a certificate made, signed, filed and recorded as
required by law;
(b) The annual dividend rate for the particular series, and the date
or dates from which dividends on all shares of such series shall be
cumulative, if dividends on shares of the particular series shall be
cumulative;
(c) The redemption price or prices, if any, for the particular series;
(d) The right, if any, of the holders of a particular series to
convert such shares into other classes of shares, and the terms and
conditions of such conversions; and
(e) The obligation, if any, of the Corporation to purchase and retire
and redeem shares of a particular series as a sinking fund or redemption or
purchase account, the terms thereof and the redemption price or prices per
share for such series redeemed pursuant to the sinking fund or redemption
or purchase account.
All shares of any one series of Serial Preferred Shares shall be alike in
every particular and all series shall rank equally and be identical in all
respects except insofar as they may vary with respect to the matters which the
Board of Directors is hereby expressly authorized to determine in the resolution
or resolutions providing for the issuance of any series of the Serial Preferred
Shares.
In the event of any liquidation, dissolution or winding up of the affairs
of the Corporation, then before any distribution or payment shall have been made
to the holders of the Common Shares, the holders of the Serial Preferred Shares
of each series shall be entitled to be paid, or to have set apart in trust for
payment, an amount from the net assets of the Corporation equal to that stated
and expressed in the resolution or resolutions adopted by the Board of Directors
which provide for the issuance of such series, respectively. The remaining
18
<PAGE> 22
net assets of the Corporation shall be distributed solely among the holders of
the Common Shares according to their respective shares.
The holders of Serial Preferred Shares shall be entitled to one vote for
each Serial Preferred Share upon all matters presented to the shareholders, and,
except as otherwise provided by these Amended Articles of Incorporation or
required by law, the holders of Serial Preferred Shares and the holders of
Common Shares shall vote together as one class on all matters. No adjustment of
the voting rights of holders of Serial Preferred Shares shall be made in the
event of an increase or decrease in the number of Common Shares authorized or
issued or in the event of a stock split or combination of the Common Shares in
the event of a stock dividend on any class of shares payable solely in Common
Shares.
The affirmative vote of the holders of at least two-thirds of the Serial
Preferred Shares at the time outstanding, given in person or by proxy at a
meeting called for the purpose at which the holders of Serial Preferred Shares
shall vote separately as a class, shall be necessary to adopt any amendment to
the Amended Articles of Incorporation (but so far as the holders of Serial
Preferred Shares are concerned, such amendment may be adopted with such vote)
which:
(i) changes issued Serial Preferred Shares of all series then
outstanding into a lesser number of shares of the Corporation of the same
class and series or into the same or a different number of shares of the
Corporation of any other class or series; or
(ii) changes the express terms of the Serial Preferred Shares in any
manner substantially prejudicial to the holders of all series thereof then
outstanding; or
(iii) authorizes shares of any class, or any security convertible into
shares of any class, or authorizes the conversion of any security into
shares of any class, ranking prior to the Serial Preferred Shares; or
(iv) changes the express terms of issued shares of any class ranking
prior to the Serial Preferred Shares in any manner substantially
prejudicial to the holders of all series of Serial Preferred Shares then
outstanding;
and the affirmative vote of the holders of at least two-thirds of the shares of
each affected series of Serial Preferred Shares at the time outstanding, given
in person or by proxy at a meeting called for the purpose at which the holders
of each affected series of Serial Preferred Shares shall vote separately as a
series, shall be necessary to adopt any amendment to the Amended Articles of
Incorporation (but so far as the holders of each such series of Serial Preferred
Shares are concerned, such amendment may be adopted with such vote) which:
(i) changes issued Serial Preferred Shares of one or more but not all
series then outstanding into a lesser number of shares of the Corporation
of the same series or into the same or a different number of shares of the
Corporation of any other class or series; or
(ii) changes the express terms of any series of the Serial Preferred
Shares in any manner substantially prejudicial to the holders of one or
more but not all series thereof then outstanding; or
(iii) changes the express terms of issued shares of any class ranking
prior to the Serial Preferred Shares in any manner substantially
prejudicial to the holders of one or more but not all series of Serial
Preferred Shares then outstanding.
Whenever reference is made herein to shares "ranking prior to the Serial
Preferred Shares," such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders
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<PAGE> 23
thereof either as to the payment of dividends or as to distributions in the
event of a voluntary or involuntary liquidation, dissolution or winding up of
the Corporation are given preference over the rights of the holders of Serial
Preferred Shares; whenever reference is made to shares "on a parity with the
Serial Preferred Shares," such reference shall mean and include all shares of
the Corporation in respect of which the rights of the holders thereof (i)
neither as to the payment of dividends nor as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation are given preference over the rights of the holders of Serial
Preferred Shares and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation rank on an equality (except as to
the amounts fixed therefor) with the rights of the holders of Serial Preferred
Shares; and whenever reference is made to shares "ranking junior to the Serial
Preferred Shares," such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof both as to the
payment of dividends and as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation are junior
and subordinate to the rights of the holders of the Serial Preferred Shares.
SUBDIVISION B
PROVISIONS APPLICABLE TO COMMON SHARES
The Common Shares shall be subject to the express terms of the Serial
Preferred Shares and of any series thereof. Each Common Share shall be equal to
every other Common Share and the holders thereof shall have such rights as are
provided by law and, except as otherwise provided herein or as required by law,
shall be entitled to one vote for each share held by them upon all matters
presented to shareholders."
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PASTE UP MAP
21
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PIONEER-STANDARD ELECTRONICS, INC.
PROXY ANNUAL MEETING OF SHAREHOLDERS -- JULY 29, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (i) appoints John V. Goodger and William A.
Papenbrock, and each of them, as Proxy holders and attorneys, with
full power of substitution, to appear and vote all of the Common
Shares of Pioneer-Standard Electronics, Inc. which the undersigned
shall be entitled to vote at the Annual Meeting of Shareholders of the
Company, to be held at the Cleveland South Hilton Inn, 6200 Quarry
Lane, Cleveland, Ohio, on Tuesday, July 29, 1997, at 11:00 a.m.,
Eastern Daylight Time, and at any adjournments thereof, hereby
revoking any and all proxies heretofore given, and (ii) authorizes and
directs said Proxy holders to vote all of the Common Shares of the
Company represented by this Proxy as follows, WITH THE UNDERSTANDING
THAT IF NO DIRECTIONS ARE GIVEN BELOW, SAID SHARES WILL BE VOTED "FOR"
PROPOSALS 1, 2 AND 3. The Board of Directors recommends a vote "FOR"
proposals 1, 2 and 3.
1. Fix the number of Class B Directors at three (3).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>
Charles F. Christ, Arthur Rhein, Thomas C. Sullivan
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the following
line)
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(PROXY -- Continued from other side)
3. Approve an amendment to the Amended Articles of Incorporation to
authorize a new class of 5,000,000 Serial Preferred Shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, to act on any other matter or matters which
may properly come before the meeting.
Dated: , 1997
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Your signature to this Proxy
form should be exactly the
same as the name imprinted
hereon. Persons signing as
executors, administrators,
trustees or in similar
capacities should so
indicate. For joint accounts,
the name of each joint owner
must be signed.
Please date, sign and return promptly in the accompanying envelope.
