<PAGE> 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
-------------------
<PAGE> 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
<PAGE> 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
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description of Document
----------- -----------------------
99 News release dated April 27, 1999, from the Company.
E-1
<PAGE> 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-
<PAGE> 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.
###
