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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1996.
REGISTRATION NO. 2-94690
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2548221
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5400 LEGACY DRIVE, PLANO, TEXAS 75024-3199
(Address of principal executive offices) (Zip code)
1996 ELECTRONIC DATA SYSTEMS CORPORATION
STOCK PURCHASE PLAN/2/
(Full title of the plan)
JOSEPH M. GRANT
CHIEF FINANCIAL OFFICER
ELECTRONIC DATA SYSTEMS CORPORATION
5400 LEGACY DRIVE
PLANO, TEXAS 75024-3199
(Name and address of agent for service)
(214) 604-6000
(Telephone number, including area code, of agent for service)
___________
COPIES TO:
D. Gilbert Friedlander
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3199
(214) 604-6000
______________
_______________________
/1/ This Post-Effective Amendment is being filed by Electronic Data
Systems Corporation as successor issuer to General Motors Corporation pursuant
to Rule 414 promulgated under the Securities Act of 1933, as amended.
/2/ The 1996 Electronic Data Systems Corporation Stock Purchase Plan is an
amendment and restatement of the 1984 Electronic Data Systems Corporation Stock
Purchase Plan.
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GENERAL
This Post-Effective Amendment No. 2 (the "Post-Effective Amendment No.
2") to the Registration Statement on Form S-8 (Commission File No. 2-94690)
(the "Registration Statement") of General Motors Corporation, a Delaware
corporation ("General Motors"), is filed pursuant to Rule 414 promulgated
under the Securities Act of 1933, as amended (the "Act"), by Electronic
Data Systems Corporation, a Delaware corporation (formerly, Electronic Data
Systems Holding Corporation) ("EDS"). In connection with the Split-Off (as
defined below), EDS hereby adopts this Registration Statement as its own
for all purposes of the Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). After giving effect to the filing of this
Post-Effective Amendment No. 2, the GM Class E Common Stock (as defined
below) will cease to exist and General Motors will no longer be the issuer
of the securities covered by this Registration Statement or be the
registrant hereunder.
As originally filed with the Securities and Exchange Commission (the
"Commission"), the Registration Statement registered 10,000,000 shares of
Class E Common Stock, par value $0.10 per share ("GM Class E Common
Stock"), of General Motors. Such number of shares was adjusted as a result
of (i) a two-for-one stock split in the form of a 100% stock dividend to
holders of record on May 16, 1985, (ii) a two-for-one stock split in the
form of a 100% stock dividend to holders of record on February 16, 1990 and
(iii) a two-for-one stock split in the form of a 100% stock dividend to
holders of record on February 14, 1992. As a result of the foregoing
transactions, the shares covered by the Registration Statement immediately
prior to the filing of this Post-Effective Amendment No. 2 are 80,000,000
shares of GM Class E Common Stock. After giving effect to the filing of
this Post-Effective Amendment No. 2, the securities covered by this
Registration Statement will be 80,000,000 shares of common stock, par value
$0.01 per share, of EDS ("EDS Common Stock"). At the present time, there
are an aggregate of 57,500,000 shares of EDS Common Stock available under
the Plan.
After giving effect to the filing of this Post-Effective Amendment No.
2, the plan to which the Registration Statement relates will be the 1996
Electronic Data Systems Corporation Stock Purchase Plan (the "Plan"), which
amends and restates in its entirety the 1984 Electronic Data Systems
Corporation Stock Purchase Plan. The Plan will become effective in
accordance with its terms upon the consummation of the Split-Off.
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DESCRIPTION OF THE SPLIT-OFF
On March 31, 1996, the Board of Directors of General Motors approved
the split-off (the "Split-Off") of its wholly owned subsidiary, EDS, to the
holders of GM Class E Common Stock in a transaction that is tax-free for
United States federal income tax purposes. The Split-Off will be
accomplished pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of April 19, 1996, between General Motors and GM
Mergeco Corporation, an indirect wholly owned subsidiary of EDS
("Mergeco"), whereby (i) Mergeco will merge with and into GM, with GM being
the surviving corporation, (ii) each outstanding share of GM Class E Common
Stock will be converted into one share of EDS Common Stock and (iii) the
provisions of the Certificate of Incorporation of General Motors relating
to the GM Class E Common Stock will be deleted. As a result of the Split-
Off, EDS will become an independent, publicly held company.
The Split-Off and related transactions are described in the joint
Solicitation Statement/Prospectus (the "Solicitation Statement/Prospectus")
of General Motors and EDS, dated April 23, 1996, relating to the
solicitation of written consent of the stockholders of GM for the approval
of the Split-Off and the shares of EDS Common Stock offered in connection
with such transaction.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the
Plan required by Item 1 of Form S-8 and the statement of availability of
registrant information, Plan information and other information required by
Item 2 of Form S-8 will be sent or given to employees as specified by Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-
8, such documents are not being filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. EDS shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, EDS shall
furnish to the Commission or its staff a copy or copies of any or all of
the documents included in such file.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by EDS with the Commission
are incorporated herein by reference:
1. EDS' Current Report on Form 8-K dated as of April 23, 1996 as
filed with the Commission on May 21, 1996;
2. EDS' Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, as filed with the Commission on May 29, 1996; and
3. The description of common stock, $0.01 par value per share, of EDS
contained in the joint Solicitation Statement/Prospectus of EDS and General
Motors Corporation, dated as of April 23, 1996, which is included in the
Registration Statement on Form S-4 of EDS (Commission File No. 333-2543).
All documents filed by EDS with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that de-registers all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, in any subsequently filed
supplement to this Registration Statement or any document that is also
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
D. Gilbert Friedlander, General Counsel of EDS, who is passing on the
validity of the common stock offered pursuant to the Plan, owns shares of
EDS Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Restated
Certificate of Incorporation of EDS (the "Certificate"), the Amended and
Restated Bylaws of EDS (the "Bylaws"), the Delaware General Corporation Law
(the "DGCL"), the Indemnification Agreements (as defined herein) and the
Separation Agreement (as defined herein). This description is intended as
a summary only and is qualified in its entirety by reference to the
Certificate, the Bylaws, the DGCL, the Indemnification Agreements and the
Separation Agreement.
Delaware General Corporation Law
Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not
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opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Section 145(a) and (b), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification under
Section 145(a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in Section 145(a) and (b). Such determination shall be made (1)
by a majority vote of the directors who were not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in Section 145. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of
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expenses may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his capacity as such, whether or
not the corporation would have the power to indemnify him against such
liability under Section 145.
Certificate
Article Seventh of the Certificate provides that no director of EDS
shall be personally liable to EDS or any of its stockholders for monetary
damages for breach of fiduciary duty as a director involving any act or
omission of any such director; provided, however, that such Article Seventh
does not eliminate or limit the liability of a director (1) for any breach
of such director's duty of loyalty to EDS or its stockholders, (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the DGCL (which relates
to certain unlawful dividend payments or stock purchases or redemptions),
as the same exists or may hereafter be amended, supplemented or replaced,
or (4) for a transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability
of a director of EDS, in addition to the limitation on personal liability
described above, shall be limited to the fullest extent permitted by the
DGCL, as so amended. Furthermore, any repeal or modification of Article
Seventh of the Certificate by the stockholders of EDS shall be prospective
only, and shall not adversely affect any limitation on the personal
liability of a director of EDS existing at the time of such repeal or
modification.
Bylaws
Article VI of the Bylaws of EDS provides that each person who at any
time shall serve or shall have served as a director, officer, employee or
agent of EDS, or any person who, while a director, officer, employee or
agent of EDS, is or was serving at the written request of EDS (in
accordance with written procedures adopted from time to time by the Board
of Directors of EDS) as a director, officer, partner, venturer,
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proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, shall be
entitled to (a) indemnification and (b) the advancement of expenses
incurred by such person from EDS as, and to the fullest extent, permitted
by Section 145 of the DGCL or any successor statutory provision, as from
time to time amended.
Indemnification Agreements
EDS has entered into Indemnification Agreements (the "Indemnification
Agreements") with its directors, nominees for director and certain of its
officers (the "Indemnitees"). Under the terms of the Indemnification
Agreements, EDS has generally agreed to indemnify, and advance expenses to,
each Indemnitee to the fullest extent permitted by applicable law on the
date of such agreements and to such greater extent as applicable law may
thereafter permit. In addition, the Indemnification Agreements contain
specific provisions pursuant to which EDS has agreed to indemnify each
Indemnitee (i) if such person is, by reason of his or her status as a
director, nominee for director, officer, agent or fiduciary of EDS or of
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise with which such person was serving at the request
of EDS (any such status being hereinafter referred to as a "Corporate
Status"), made or threatened to be made a party to any threatened, pending
or completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation or other proceeding (each, a "Proceeding"), other
than a Proceeding by or in the right of EDS, (ii) if such person is, by
reason of his or her Corporate Status, made or threatened to be made a
party to any Proceeding brought by or in the right of EDS to procure a
judgment in its favor, except that no indemnification shall be made in
respect of any claim, issue or matter in such Proceeding as to which such
Indemnitee shall have been adjudged to be liable to EDS if applicable law
prohibits such indemnification (unless and only to the extent that a court
shall otherwise determine), (iii) against expenses actually and reasonably
incurred by such person on his or her behalf in connection with any
Proceeding to which such Indemnitee was or is a party by reason of his or
her Corporate Status and in which such Indemnitee is successful, on the
merits or otherwise, and (iv) against expenses actually and reasonably
incurred by such person or on his or her behalf in connection with a
Proceeding to the extent that such Indemnitee is, by reason of his or her
Corporate Status, a witness or otherwise participates in any Proceeding at
a time when such person is not a party in the Proceeding and (v) against
expenses actually and reasonably incurred by such person in any judicial
adjudication of or any award in arbitration to enforce his or her rights
under the Indemnification Agreements.
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Furthermore, under the terms of the Indemnification Agreements, EDS
has agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the
right of EDS or otherwise, in advance of any determination with respect to
entitlement to indemnification and within 15 days after the receipt by EDS
of a written request from such Indemnitee for such payment. In the
Indemnification Agreements, each Indemnitee has agreed that he or she will
reimburse and repay EDS for any expenses so advanced to the extent that it
shall ultimately be determined that he or she is not entitled to be
indemnified by EDS against such expenses.
The Indemnification Agreements also include provisions that specify
the procedures and presumptions which are to be employed to determine
whether an Indemnitee is entitled to indemnification thereunder. In some
cases, the nature of the procedures specified in the Indemnification
Agreements varies depending on whether there has occurred a "Change in
Control" (as defined in the Indemnification Agreements) of EDS.
Separation Agreement
Pursuant to the Separation Agreement by and between General Motors and
EDS, General Motors has agreed to indemnify the members of the EDS Team (as
defined below), the officers and employees of EDS providing assistance to
the EDS Team, and the directors of EDS who granted any approval or
authorization for EDS in connection with the Split-Off, in each case, in
their capacity as such, against losses arising from the Split-Off in
accordance with the Bylaws of General Motors, to the same extent as if such
person were a director or officer of General Motors; provided that such
indemnification does not apply to losses relating to (i) the Certificate,
the Bylaws or the Rights Agreement, dated March 12, 1996, by and between
EDS and The Bank of New York, as Rights Agent, (ii) EDS employee and
director compensation and indemnification arrangements or (iii) EDS plans,
proposals, intentions or policies applicable after the Split-Off, including
EDS' dividend policy. In addition, the Separation Agreement requires
General Motors to indemnify, in accordance with the Bylaws of General
Motors, to the same extent as if such person were a director or officer of
General Motors, each EDS non-employee board nominee against losses arising
from the expression of any views prior to the Split-Off at the request of
General Motors or the Board of Directors of General Motors with respect to
EDS' proposed charter, bylaws, stockholders rights plan or employee benefit
plans. EDS will reimburse General Motors for all amounts paid to or on
behalf of such persons pursuant
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to such indemnification. The "EDS Team" is a team consisting of three
executive officers of EDS who were charged with negotiating the terms of
the Split-Off from the perspective of the holders of the GM Class E Common
Stock.
Insurance
EDS has obtained and intends to maintain in effect directors' and
officers' liability insurance policies providing customary coverage for its
directors and officers against losses resulting from wrongful acts
committed by them in their capacities as directors and officers of EDS.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Specimen of certificate of Common Stock, par value $.01 per
share, of EDS (filed as Exhibit 5 to the Registration Statement
on Form 8-A and incorporated herein by reference)
4(b) 1996 Electronic Data Systems Corporation Stock Purchase Plan
(filed as Exhibit 10(c) to the Registration Statement on Form
S-4 and incorporated herein by reference)
4(c) Rights Agreement, dated as of March 12, 1996, by and between
EDS and the Bank of New York, as Rights Agent (filed as Exhibit
4(c) to the Registration Statement on Form S-4 and incorporated
herein by reference)
5 Opinion of D. Gilbert Friedlander
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of D. Gilbert Friedlander (included in Exhibit 5)
24 Power of Attorney (included on page II-11)
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ITEM 9. UNDERTAKINGS.
(a) EDS hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof), which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by EDS pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) EDS hereby undertakes that, for purposes of determining any
liability under the Act, each filing of EDS' annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit
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plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of EDS
pursuant to the foregoing provisions, or otherwise, EDS has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by EDS of expenses incurred or paid by a director, officer
or controlling person of EDS in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, EDS will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Registration Statement on Form S-8 and
has duly caused this Post Effective Amendment No. 2 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Plano, State of
Texas, on this 6th day of June, 1996.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ Lester M. Alberthal, Jr.
-----------------------------
Lester M. Alberthal, Jr.
Chairman of the Board, President and Chief
Executive Officer
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Electronic Data Systems Corporation, a Delaware corporation,
which is filing a post-effective amendment to a Registration Statement on Form
S-8 with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, hereby constitutes and appoints Lester M. Alberthal,
Jr., Joseph M. Grant, Gary J. Fernandes, John R. Castle, Jr. and Paul J.
Chiapparone, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, and in any and all capacities, to sign such post
effective amendment and any or all additional amendments to the Registration
Statement and all other documents in connection therewith to be filed with the
Commission, it being understood that said attorneys-in-fact and agents, and
each of them, shall have full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and that each of the undersigned hereby ratifies and confirms all that
said attorneys-in-fact as agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 has been signed by the following persons
in the capacities indicated on June 6, 1996.
SIGNATURE TITLE
/s/ Lester M. Alberthal, Jr. Chairman of the Board, President and
---------------------------- Chief Executive Officer
Lester M. Alberthal, Jr. (Principal Executive Officer)
/s/ Joseph M. Grant Senior Vice President, Chief Financial
------------------- Officer and Director
Joseph M. Grant (Principal Financial Officer)
/s/ Gary J. Fernandes Senior Vice President and Director
---------------------
Gary J. Fernandes
/s/ John R. Castle, Jr. Senior Vice President and Director
-----------------------
John R. Castle, Jr.
/s/ Paul J. Chiapparone Senior Vice President and Director
-----------------------
Paul J. Chiapparone
/s/ H. Paulett Eberhart Vice President and Controller
----------------------- (Principal Accounting Officer)
H. Paulett Eberhart
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EXHIBIT 5
June 7, 1996
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, TX 75024
Gentlemen:
As General Counsel of Electronic Data Systems Corporation ("EDS"), I am
familiar with the Post-Effective Amendment No. 2 to the Registration Statement
on Form S-8 (Commission File No. 2-94690) being filed by EDS pursuant to Rule
414 promulgated under the Securities Act of 1933, as amended (the "Act"), with
the Securities and Exchange Commission, relating to up to 80,000,000 shares
(the "Shares") of common stock, par value $0.01 per share, of EDS of which
57,500,000 Shares (the "Available Shares") are currently reserved for future
issuance pursuant to the provisions of the 1996 Electronic Data Systems
Corporation Stock Purchase Plan (the "Plan").
In connection with the foregoing matters, I have examined originals, or
copies certified or otherwise identified to me, of corporate records of EDS
and other documents, records and instruments as a basis for this opinion.
Based on the foregoing, I am of the opinion that the Available Shares
have been duly authorized for issuance by EDS and, when issued in accordance
with the Plan, in accordance with Delaware law and upon payment of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5 to the above-
mentioned Post-Effective Amendment No. 2. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ D. Gilbert Friedlander
--------------------------
D. Gilbert Friedlander
Vice President, Secretary and
General Counsel
<PAGE>
EXHIBIT 23(a)
Independent Auditors' Consent
-----------------------------
The Board of Directors
Electronic Data Systems Corporation:
We consent to the incorporation by reference in the Post-Effective Amendment
No. 2 to the Registration Statement on Form S-8 (Commission File No. 2-94690)
of Electronic Data Systems Corporation of our reports dated January 24, 1996,
with respect to the consolidated balance sheets of Electronic Data Systems
Corporation and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income and cash flows for each of the years in the
three-year period ended December 31, 1995, and the related consolidated
financial statement schedule, which reports appear in the Form 8-K of
Electronic Data Systems Corporation dated as of April 23, 1996.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
June 6, 1996
