-----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, PhpN1r1DoD7GBJBsSGEwOuCgQ8m29mCezAsH09d/G9XVXT5sA/rUy4XIsZqbVB5J SNecYrm8prH6vZOBxnYxfA== 0000004427-96-000024.txt : 19960812 0000004427-96-000024.hdr.sgml : 19960812 ACCESSION NUMBER: 0000004427-96-000024 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960628 FILED AS OF DATE: 19960809 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMDAHL CORP CENTRAL INDEX KEY: 0000004427 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 941728548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07713 FILM NUMBER: 96607234 BUSINESS ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087466000 MAIL ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 28, 1996 Commission file no. 1-7713 AMDAHL CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1728548 (State of incorporation) (I.R.S. Employer Identification No.) 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Address of principal executive offices) (Zip code) Registrant's telephone number: (408) 746-6000 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. Yes [X] No [ ] Number of shares of common stock, $.05 par value, outstanding at August 2, 1996: 120,871,759. PART I. FINANCIAL INFORMATION AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following unaudited consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of the dates and results of operations for the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations. Amdahl Corporation (the Company) believes the information included in the following report on Form 10-Q, when read in conjunction with the financial statements and related notes included in the Company's 1995 Annual Report to Stockholders, not to be misleading. CERTAIN OF THE STATEMENTS CONTAINED IN THIS REPORT ON FORM 10-Q ARE FORWARD LOOKING AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES WHICH ARE DESCRIBED IN THE SECTION OF THIS REPORT TITLED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, THE COMPANY'S 1995 ANNUAL REPORT TO STOCKHOLDERS AND IN OTHER DOCUMENTS FILED FROM TIME TO TIME WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, INCLUDING WITHOUT LIMITATION, THE REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 29, 1995. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED. The results of operations for the six months ended June 28, 1996, are not necessarily indicative of results for the entire year ending December 27, 1996.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 28, 1996 AND DECEMBER 29, 1995 (Dollars in thousands, except par value) 1996 1995 ----------- ----------- Assets Current assets: Cash and cash equivalents $ 201,940 $ 192,980 Restricted cash 54,842 - Short-term investments 227,714 444,006 Receivables, net of allowances 329,024 319,777 Inventories - Purchased materials 19,240 18,879 Systems in process 34,237 168,322 Finished goods 49,485 87,612 Prepaid expenses and deferred tax benefit 80,420 69,115 ----------- ----------- Total current assets 996,902 1,300,691 ----------- ----------- Long-term receivables and other assets 31,773 28,083 ----------- ----------- Property and equipment, at cost: Leased systems 38,185 37,937 System spares 358,363 379,797 Production and data processing equipment 321,196 327,051 Office furniture, equipment, and improvements 165,749 173,691 Land and buildings 111,411 111,715 ----------- ----------- 994,904 1,030,191 Less - Accumulated depreciation and amortization (735,979) (757,523) ----------- ----------- Property and equipment, net 258,925 272,668 ----------- ----------- Excess of cost over net assets acquired, net of amortization 197,785 106,756 ----------- ----------- $ 1,485,385 $ 1,708,198 =========== =========== Liabilities and stockholders' equity Current liabilities: Notes payable and short-term debt $ 37,618 $ 22,026 Short-term debt - stockholder (Fujitsu Limited) 80,000 - Accounts payable 104,652 111,871 Accounts payable - stockholder (Fujitsu Limited) 25,532 29,152 Accrued liabilities 498,260 431,600 ----------- ----------- Total current liabilities 746,062 594,649 ----------- ----------- Long-term debt - stockholder (Fujitsu Limited) - 80,000 ----------- ----------- Long-term liabilities 40,800 51,152 ----------- ----------- Deferred income taxes 53,404 48,573 ----------- ----------- Stockholders' equity: Common stock, $.05 par value - Authorized - 200,000,000 shares Outstanding - 120,701,000 shares in 1996 and 119,259,000 shares in 1995 6,035 5,963 Additional paid-in capital 548,357 542,269 Retained earnings 83,036 370,995 Cumulative translation adjustments 8,392 10,932 Unrealized holding gains (losses) on securities (701) 3,665 ----------- ----------- Total stockholders' equity 645,119 933,824 ----------- ----------- $ 1,485,385 $ 1,708,198 =========== =========== The accompanying notes are an integral part of these financial statements.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (In thousands, except per common share amounts) FOR THE THREE MONTHS ENDED JUNE 28, 1996 JUNE 30, 1995 --------------- --------------- REVENUES Equipment sales $ 106,395 $ 215,845 Service, software and other 276,459 162,821 ------------- ------------- 382,854 378,666 ------------- ------------- COST OF REVENUES Equipment sales 252,350 138,509 Service, software and other 207,398 91,886 ------------- ------------- 459,748 230,395 ------------- ------------- Gross margin (76,894) 148,271 ------------- ------------- OPERATING EXPENSES Engineering and development 32,198 35,727 Marketing, general and administrative 103,621 90,116 Purchased in-process engineering and development 20,700 - ------------- ------------- 156,519 125,843 ------------- ------------- Income (loss) from operations (233,413) 22,428 ------------- ------------- INTEREST Income 7,503 13,740 Expense (2,526) (2,526) ------------- ------------- 4,977 11,214 ------------- ------------- Income (loss) before provision for income taxes (228,436) 33,642 PROVISION FOR INCOME TAXES 21,000 7,400 ------------- ------------- NET INCOME (LOSS) $ (249,436) $ 26,242 ============= ============= Net income (loss) per common share $ (2.07) $ .22 ============= ============= Average outstanding shares 120,221 120,540 ============= ============= The accompanying notes are an integral part of these financial statements.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (In thousands, except per common share amounts) FOR THE SIX MONTHS ENDED JUNE 28, 1996 JUNE 30, 1995 --------------- --------------- REVENUES Equipment sales $ 200,859 $ 432,620 Service, software and other 499,023 317,572 ------------- ------------- 699,882 750,192 ------------- ------------- COST OF REVENUES Equipment sales 337,934 283,472 Service, software and other 366,260 173,134 ------------- ------------- 704,194 456,606 ------------- ------------- Gross margin (4,312) 293,586 ------------- ------------- OPERATING EXPENSES Engineering and development 62,761 78,647 Marketing, general and administrative 199,974 174,641 Purchased in-process engineering and development 20,700 - ------------- ------------- 283,435 253,288 ------------- ------------- Income (loss) from operations (287,747) 40,298 ------------- ------------- INTEREST Income 15,899 25,038 Expense (4,742) (5,300) ------------- ------------- 11,157 19,738 ------------- ------------- Income (loss) before provision for income taxes (276,590) 60,036 PROVISION FOR INCOME TAXES 11,369 13,200 ------------- ------------- NET INCOME (LOSS) $ (287,959) $ 46,836 ============= ============= Net income (loss) per common share $ (2.40) $ .39 ============= ============= Average outstanding shares 119,894 120,100 ============= ============= The accompanying notes are an integral part of these financial statements.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (In thousands) FOR THE SIX MONTHS ENDED JUNE 28, 1996 JUNE 30, 1995 -------------- ------------- Cash and cash equivalents at beginning of period $192,980 $358,006 -------------- ------------- Cash flows from operating activities: Net income (loss) (287,959) 46,836 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 49,154 60,876 Write-off of purchased in-process engineering & development 20,700 - Write-down of processor inventories and leased systems to market value 130,000 - Deferred income tax provision 4,831 5,860 Loss (gain) on dispositions of assets 318 (127) Changes in assets and liabilities net of effects from purchase of Trecom Business Systems, Inc.: Decrease in receivables 28,446 59,437 Decrease in inventories 63,078 6,099 Increase in prepaid expenses and deferred tax benefit (6,239) (17,056) (Increase) decrease in long-term receivables and other assets (4,932) 6,274 Decrease in accounts payable (13,848) (23,499) Decrease in accrued liabilities (8,214) (79,836) Decrease in long-term liabilities (3,203) (4,202) -------------- ------------- Net cash provided by (used for) operating activities (27,868) 60,662 -------------- ------------- Cash flows from investing activities: Purchases of available-for-sale short-term investments (108,493) (185,835) Purchases of held-to-maturity short-term investments - (277,009) Proceeds from sales and maturities of available-for-sale short-term investments 265,029 6,491 Proceeds from maturities of held-to maturity short-term investments - 229,299 Payment for purchase of Trecom Business Systems, Inc., net of cash acquired and acquisition price payable (67,005) - Capital expenditures: Leased systems (26,131) (7,995) System spares (5,825) (10,184) Other property and equipment (22,739) (28,972) Proceeds from property and equipment sales 2,701 19,296 -------------- ------------- Net cash provided by (used for) investing activities 37,537 (254,909) -------------- ------------- Cash flows from financing activities: Increase (decrease) in notes payable and short-term debt (3,994) 10,473 Repayments of long-term borrowings (1,042) - Sale of common stock and exercise of options 6,160 16,551 -------------- ------------- Net cash provided by financing activities 1,124 27,024 -------------- ------------- Effect of exchange rate changes on cash (1,833) 3,467 -------------- ------------- Net increase (decrease) in cash and cash equivalents 8,960 (163,756) -------------- ------------- Cash and cash equivalents at end of period $201,940 $194,250 ============== ============= The accompanying notes are an integral part of these financial statements.
AMDAHL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying interim financial statements and related notes should be read in conjunction with the financial statements and related notes included in the Company's 1995 Annual Report to Stockholders. RELATIONSHIP WITH FUJITSU LIMITED During the second quarter of 1996 the Company recognized equipment sales to Fujitsu Limited (Fujitsu) under distributorship and other arrangements which contributed $1,830,000 and $629,000 to equipment sales and gross margin, respectively, compared to $1,155,000 and $482,000 in the second quarter of 1995 ($9,316,000 and $1,298,000 for the first six months of 1996 and $21,121,000 and $8,225,000 for the first six months of 1995). In 1995 the Company entered into a contract manufacturing agreement with HaL Computer Systems, Inc. (HaL), a wholly-owned subsidiary of Fujitsu, whereby Amdahl agreed to manufacture high end open system workstations for HaL. The Company also performs circuit board assembly for Ross Technology, Inc., a majority- owned subsidiary of Fujitsu. These arrangements contributed $1,203,000 and a negative $573,000 to equipment sales and gross margin, respectively, in the second quarter of 1996 ($5,630,000 and a negative $2,109,000 for the first six months of 1996 and $4,322,000 and $1,776,000 in the first six months of 1995). Fujitsu reimburses Amdahl for certain specific engineering development activities performed by Amdahl from time to time related to products which are being jointly developed by Amdahl and Fujitsu. In connection with these development efforts, Amdahl recorded $6,200,000 as an offset to engineering and development expenses in the second quarter of 1996 ($12,400,000 in the first six months of 1996). No such reimbursements occurred in 1995. Amounts due from Fujitsu and their subsidiaries included in receivables were $27,336,000 and $35,795,000 as of June 28, 1996 and December 29, 1995, respectively. At June 28, 1996 and December 30, 1995, $80,000,000 was outstanding under the loan agreement with Fujitsu. This amount was reclassified from long-term debt to current debt in the first quarter of 1996, as the amount outstanding is payable in January 1997. Interest expense associated with the loan was $1,364,000 and $1,581,000 in the second quarters of 1996 and 1995, respectively ($2,922,000 and $2,999,000, in the first six months of 1996 and 1995, respectively), of which $898,000 and $958,000 was payable and included in accrued liabilities at June 28, 1996 and December 29, 1995, respectively. SUPPLEMENTARY CASH FLOW DISCLOSURE Income taxes of $3,162,000 (net of taxes refunded of $7,021,000) were paid by the Company in the first six months of 1996, and income taxes of $23,626,000 were paid by the Company in the first six months of 1995. Interest paid on all borrowings was $4,842,000 and $5,255,000 for the first six months of 1996 and 1995, respectively. Noncash Investing Activities Transfers of Amdahl-manufactured systems from net property, plant and equipment to inventories were $3,174,000 in the first six months of 1996 and $12,935,000 in the first six months of 1995. ACQUISITION OF TRECOM BUSINESS SYSTEMS, INC. On April 22, 1996 the Company acquired all of the outstanding shares of Trecom Business Systems, Inc.(Trecom), a provider of information technology services. Under the merger agreement between the Company and Trecom, $66 million of the purchase price was paid in April 1996 and $65 million is payable without interest in April 1997. The Company has pledged cash with a custodian as security for approximately $55 million of the April 1997 payment. This amount was classified as restricted cash on the Company's balance sheet at June 28, 1996. Additionally, up to $2 million is payable in the event that Trecom achieves certain financial goals during the one year period ending March 31, 1997 (the contingent payment). The present value of the aggregate purchase price at the acquisition date, including acquisition costs and excluding the contingent payment, was $130 million. In April 1996 the Company also paid down $15 million of Trecom's debt. The Company funded the April 1996 payments and intends to fund the April 1997 payment with existing cash. The results of Trecom's operations have been combined with those of the Company since the date of acquisition. The acquisition was accounted for using the purchase method of accounting. Accordingly, a portion of the purchase price was allocated to the net assets acquired based on their estimated fair values. The fair value of tangible assets acquired and liabilities assumed was $49 million and $34 million, respectively. In addition, $20,700,000 of the purchase price was allocated to in-process engineering and development projects that had not reached technological feasibility and had no probable alternative future uses, which the Company expensed at the date of acquisition. The balance of the purchase price, $94 million, was recorded as excess of cost over net assets acquired (goodwill) and is being amortized over twenty-five years on a straight-line basis. Subsequent to June 28, 1996, $1.2 million of the $2 million contingent payment was paid to Trecom stockholders. In the third quarter of 1996 the purchase price will be adjusted and goodwill increased by this amount. The remaining balance remains contingent. The following table reflects unaudited pro forma combined results of operations of the Company and Trecom on the basis that the acquisition had taken place and the related charge, noted above, was recorded at the beginning of the fiscal period for each of the periods presented:
(In thousands, except per common share amounts) FOR THE SIX MONTHS ENDED JUNE 28, 1996 JUNE 30, 1995 --------------- --------------- Revenues $ 737,229 $ 813,737 Net income (loss) (295,894) 26,692 Net income (loss) per common share $ (2.47) $ .22 ============= ============= Shares used in computation 119,894 120,100 ============= =============
In management's opinion, the unaudited pro forma combined results of operations are not indicative of the actual results that would have occurred had the acquisition been consummated as of the dates indicated or of future operating results of the combined companies under the ownership and management of the Company. AMDAHL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management's Discussion and Analysis should be read in conjunction with the Management's Discussion and Analysis included in the Company's 1995 Annual Report to Stockholders. Results of Operations Second quarter of 1996 compared to second quarter of 1995: Total revenues increased slightly to $382,854,000 in the second quarter of 1996 from $378,666,000 in the second quarter of 1995 and decreased $50,310,000 or 7% in the first half of 1996 as compared to the first half of 1995. Equipment sales revenues decreased 51% in the second quarter of 1996 from the second quarter of 1995 and decreased 54% in the first half of 1996 as compared to the first half of 1995. Equipment sales were 28% and 57% of total revenues in the second quarters of 1996 and 1995, respectively. Revenues from equipment sales of 5995M mainframe systems decreased 65% in the second quarter of 1996 from the second quarter of 1995 due to significant declines in pricing and shipment volumes in the second quarter of 1996 as the Company continued to transition from older ECL mainframe technology to CMOS technology. Revenues from storage product equipment sales decreased 39% in the second quarter of 1996 when compared to the same period of 1995 as a result of pricing and volume declines associated with previously reported delays in the introduction of new storage products. These new products began shipping in the second quarter of 1996 but will not be available in volume until the second half of 1996. Service, software and other revenues were 72% and 43% of total revenues in the second quarters of 1996 and 1995, respectively. Service, software and other revenues increased 70% in the second quarter of 1996 from the second quarter of 1995 and 57% in the first half of 1996 from the first half of 1995, primarily reflecting increased consulting services revenues from DMR Group Inc. (DMR), acquired in the fourth quarter of 1995, and Trecom Business Systems, Inc. (Trecom), acquired in the second quarter of 1996. As a result of the severe 5995M price declines experienced in the second quarter of 1996, the Company charged cost of equipment sales for $130 million to reduce end-of-life bipolar 5995M inventories ($105 million) and leased systems ($25 million) to market value. As a result, the gross margin was a negative 20% of revenues in the second quarter of 1996, compared to 39% in the second quarter of 1995 and a negative 1% of revenues in the first half of 1996, compared to 39% in the first half of 1995. The gross margin percentage on equipment sales decreased to a negative 137% in the second quarter of 1996 from 36% in the second quarter of 1995 and decreased to a negative 68% in the first half of 1996 from 34% in the first half of 1995. The gross margin percentage on service, software and other revenues decreased to 25% in the second quarter of 1996 from 44% in the second quarter of 1995 and decreased to 27% in the first half of 1996 from 45% in the first half of 1995 because consulting and professional services contributed a greater proportion of revenues in the second quarter of 1996, and these revenues generate lower gross margins than the Company's traditional maintenance revenues. In the second quarter of 1996 the Company recorded a charge to operating expenses of $21 million to write off purchased in- process engineering and development associated with the acquisition of Trecom that had no probable alternative future uses (see the Notes to the Consolidated Financial Statements). Second quarter 1996 engineering and development expenses, excluding this charge, decreased $4 million or 10% when compared to the second quarter of 1995, due in part to reimbursements received from Fujitsu (see the Notes to the Consolidated Financial Statements) and due to the increased reliance on Fujitsu for the development of the Company's future mainframe and storage products. Second quarter 1996 marketing, general and administrative expenses increased $14 million or 15% when compared to the second quarter of 1995, due to increased marketing efforts directed towards the Company's non-traditional product lines and the additional expenses associated with DMR and Trecom. Net interest income decreased $6 million in the second quarter of 1996 from the second quarter of 1995 and decreased $9 million in the first half of 1996 from the first half of 1995 due primarily to lower cash levels after the acquisition of DMR and Trecom. The effective income tax rate was negative 9% in the second quarter of 1996, compared to 22% in the second quarter of 1995. The second quarter 1996 tax provision included the reversal of the $10 million benefit from income taxes recorded in the first quarter of 1996 and a provision for taxes currently payable in state and foreign jurisdictions. No tax benefit was recorded for the loss incurred in the current period. For financial reporting purposes, the valuation allowance at June 28, 1996 reduced net deferred tax assets to an amount realizable based upon taxes paid for prior years without relying on future income. The Company anticipates that the provision for income taxes in the second half of 1996 will consist only of minimum state and foreign taxes. Factors That May Affect Future Operating Results The Company expects that revenues attributable to the maintenance of its new hardware systems will be less than revenues that have been historically realized from maintenance of its existing generation of mainframes. The Company is unable to predict the extent to which this would negatively affect future operating results. FINANCIAL CONDITION JUNE 28, 1996 COMPARED TO DECEMBER 29, 1995 The Company's net cash position (cash, restricted cash and short- term investments net of short-term and long-term debt, excluding capitalized lease obligations) decreased by $162 million from December 29, 1995 to June 28, 1996. Cash, cash equivalents, restricted cash and short-term investments decreased $152 million, reflecting cash used for operations and the acquisition of Trecom (see the Notes to the Consolidated Financial Statements). Receivables increased $9 million, due to the addition of Trecom's receivables of $45 million, offset by a reduction in receivables due to lower revenues. Inventories decreased $172 million, reflecting shipments of end- of-life 5995M systems and the $105 million write-down of 5995M inventories to market value. Property and equipment decreased $35 million due to decreases in spare parts and the $25 million write-down of 5995M leased systems, offset to some extent by increased operating leases in the first half of 1996. The excess of cost over net assets acquired, net of amortization, increased $91 million due to the acquisition of Trecom (see the Notes to the Consolidated Financial Statements). Accrued liabilities increased $67 million, primarily due to the present value of the Trecom acquisition price payable, which was $63 million at June 28, 1996 (see the Notes to the Consolidated Financial Statements). Increases in other accruals were offset by charges against accrued restructuring costs, which resulted in a decrease in the balance from $55 million at December 29, 1995 to $34 million at June 28, 1996. At June 28, 1996 and December 29, 1995, $80 million was outstanding under the loan agreement with Fujitsu. This amount was reclassified from long-term debt to current debt in the first quarter of 1996, as the amount outstanding is payable in January 1997. LIQUIDITY The nature of the computer industry, combined with the current economic environment, make it very difficult for the Company to predict future liquidity requirements with certainty. However, the Company believes that existing cash and short-term investments will be adequate to finance continuing operations, investments in property and equipment, inventories and spare parts, expenditures for the development of new products, repayment of outstanding debt, and the acquisition of Trecom (see the Notes to the Consolidated Financial Statements) at least through 1997. PART II. OTHER INFORMATION Item 1. Legal Proceedings: Not applicable. Item 2. Changes in Securities: Not applicable. Item 3. Defaults upon Senior Securities: Not applicable. Item 4. Submission of Matters to a Vote of Security Holders: (a) Annual Meeting of Stockholders was held on May 2, 1996. (b) The vote for the nominated Directors was as follows:
NOMINEE IN FAVOR WITHHELD ------- -------- -------- John C. Lewis 109,900,714 1,283,358 Keizo Fukagawa 109,545,540 1,638,532 Michael R. Hallman 109,267,061 1,917,011 E. F. Heizer, Jr. 109,580,700 1,603,372 Kazuto Kojima 109,916,854 1,267,218 Burton G. Malkiel 109,934,753 1,249,319 George R. Packard 109,907,887 1,276,185 Walter B. Reinhold 109,913,122 1,270,950 Takamitsu Tsuchimoto 109,918,638 1,265,434 J. Sidney Webb 109,916,880 1,267,192
(c) Other matters voted upon at the meeting were as follows: 1. Approval of the Employee Stock Purchase Plan Restatement was as follows:
% of votes cast --------------- For 103,349,358 92.95% Against 7,570,056 6.81% Abstain 264,658 0.24% ----------- Total shares voted 111,184,072 ===========
2. Ratification of the selection of Arthur Andersen LLP as independent public accountants for 1996 was approved as follows:
% of votes cast --------------- For 110,755,238 99.61% Against 194,318 0.18% Abstain 234,516 0.21% ----------- Total shares voted 111,184,072 ===========
3. Rejection of the Stockholder Proposal on Nominating Committee was as follows:
% of votes cast --------------- For 23,313,904 22.89% Against 76,346,468 74.94% Abstain 2,210,818 2.17% ----------- Total shares voted 101,871,190 =========== Broker Non-votes 9,312,882
Item 5. Other information: Not applicable. Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: 10 Agreement with Named Executive Officer 27 Financial Data Schedule. (b) Reports on Form 8-K: Form 8-K filed May 7, 1996. 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 thereunto duly authorized. AMDAHL CORPORATION Date: August 9, 1996 By: /s/ John C. Lewis -------------- ----------------- John C. Lewis Chairman of the Board, President and Chief Executive Officer Date: August 9, 1996 By: /s/ Ernest B. Thompson -------------- ---------------------- Ernest B. Thompson Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX Item Description - ---- ----------- 10 Agreement with Named Executive Officer 27 Financial Data Schedule EX-10 2 Exhibit 10 Agreement with Named Executive Officer On May 1, 1996, the Compensation Committee of Amdahl Corporation authorized the vesting of David L. Anderson's accounts under the Long-Term and Short-Term Executive Incentive Performance Plans to take place between April 1, 1997 and October 1, 1997. The exact date is to be determined by whether or not Mr. Anderson chooses to leave the Company, and such vesting is to be contingent upon Mr. Anderson's agreement not to join a significant competitor, should he choose to resign. EX-27 3
5 1,000 6-MOS DEC-27-1996 JUN-28-1996 256,782 227,714 329,024 0 102,962 996,902 994,904 735,979 1,485,385 746,062 0 0 0 6,035 639,084 1,485,385 200,859 699,882 337,934 704,194 283,435 0 4,742 (276,590) 11,369 (287,959) 0 0 0 (287,959) (2.40) (2.40)
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