<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
____________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________
ELECTRONIC DATA SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2548221
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5400 LEGACY DRIVE
PLANO, TEXAS 75024-3105
(214) 604-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________
JOSEPH M. GRANT
CHIEF FINANCIAL OFFICER
ELECTRONIC DATA SYSTEMS CORPORATION
5400 LEGACY DRIVE
PLANO, TEXAS 75024-3105
(214) 604-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
____________
COPIES TO:
D. GILBERT FRIEDLANDER
ELECTRONIC DATA SYSTEMS CORPORATION
5400 LEGACY DRIVE
PLANO, TEXAS 75024-3105
____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /X/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share (1). . . . . 2,000,000 shares $47.375 (2) $94,750,000 (2) $32,672.41
========================================================================================================
</TABLE>
(1) There are also being registered hereunder an equal number of Series A
Junior Participating Preferred Stock purchase rights, which are
currently attached to and transferable only with shares of Common Stock
registered hereby.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of determining
the registration fee, on the basis of the average of the high and low
sales prices of the Common Stock, as reported on the New York Stock
Exchange on July 16, 1996.
____________
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<PAGE>
PROSPECTUS
[Logo]
ELECTRONIC DATA SYSTEMS CORPORATION
____________________________
DIVIDEND REINVESTMENT PLAN
_____________________________
The Dividend Reinvestment Plan (the "Plan") of Electronic Data Systems
Corporation ("EDS") is designed to provide eligible EDS stockholders with a
simple and convenient method of investing cash dividends and optional cash
payments in additional shares of EDS' common stock, par value $0.01 per share
("Common Stock").
Participants in the Plan ("Participants") may:
- Purchase shares of Common Stock with reinvested cash dividends on
all, but not less than all, of the shares of Common Stock held of
record by a Participant and shares credited to their Plan accounts.
- Purchase shares of Common Stock with optional cash payments subject
to a minimum of $100 per payment and a maximum of $15,000 per
quarter, or up to a maximum of $60,000 per calendar year.
- Deposit certificates representing shares of Common Stock into the
Plan for safekeeping.
- Sell shares of Common Stock credited to their Plan accounts through
the Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
EDS, from newly issued shares, shares held in the treasury of EDS or shares
purchased in the open market or in privately negotiated transactions. The
Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "EDS."
This Prospectus sets forth the terms of the Plan and, therefore, this
Prospectus should be retained by Participants for future reference.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________________
THE DATE OF THIS PROSPECTUS IS JULY 23, 1996
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No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
described herein and, if given or made, such information or representation
must not be relied upon as having been authorized by EDS. This Prospectus
does not constitute an offer of any securities in any jurisdiction to any
person to whom it is unlawful to make such offer. The delivery of this
Prospectus at any time does not imply that the information herein is correct
as of any time subsequent to its date.
AVAILABLE INFORMATION
EDS is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by EDS with the Commission can be
inspected, and copies may be obtained, at the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549, at
prescribed rates, as well as at the following Regional Offices of the
Commission: Seven World Trade Center, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Such reports, proxy statements and other information may also be obtained
from the web site that the Commission maintains at http://www.sec.gov.
Reports, proxy statements and other information concerning EDS can also be
inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"),
20 Broad Street, New York, New York 10005, and can also be obtained
electronically through a variety of databases, including, among others, the
Commission's Electronic Data Gathering And Retrieval ("EDGAR") program,
Knight-Ridder Information, Inc., Federal Filings/Dow Jones and Lexis/Nexis.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or, where so stated, portions thereof, which have
been filed by EDS with the Commission are incorporated herein by reference:
(i) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(ii) Current Reports on Form 8-K dated April 23, 1996, June 7, 1996, June 18,
1996, and July 16, 1996; and (iii) the section entitled "Description of
Registrant's Securities to be Registered" contained in the Registration
Statement on Form 8-A dated May 29, 1996.
All documents filed by EDS with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offerings made hereunder shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
EDS will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of any and
all of the documents which have been or may be incorporated by reference in
this Prospectus, other than exhibits to such documents not specifically
described above. Requests for such documents should be directed to
Electronic Data Systems Corporation, EDS Investor Relations, Mail Stop
H3-6F-47, 5400 Legacy Drive, Plano, Texas, 75024-3105.
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THE PLAN
PURPOSE AND OTHER CONSIDERATIONS
The Plan provides eligible EDS stockholders with a simple and convenient
method of investing cash dividends and optional cash payments in additional
shares of Common Stock of EDS. Shares of Common Stock may be purchased with
reinvested cash dividends on all, but not less than all, of the shares of
Common Stock held of record by a Plan participant ("Participant") and shares
credited to a Participant's Plan account. Participants may also purchase
shares of Common Stock with optional cash payments, subject to a minimum of
$100 per payment and a maximum of $15,000 per quarter, or up to a maximum of
$60,000 per calendar year.
Nothing contained in this Prospectus or in other Plan information constitutes
a recommendation by EDS, The Bank of New York, acting as Plan administrator
(the "Administrator"), or any other person to buy or sell shares of Common
Stock. Participation in the Plan is completely voluntary. An eligible EDS
stockholder may join the Plan at any time, and a Participant may request that
his or her participation in the Plan be terminated at any time. A DECISION
TO PARTICIPATE IN THE PLAN SHOULD ONLY BE MADE AFTER AN INVESTOR HAS
INDEPENDENTLY MADE THE NECESSARY INVESTMENT DECISION WITH RESPECT TO SHARES
OF COMMON STOCK. The value of shares of Common Stock may increase or
decrease. Participants' Plan accounts are not insured by the Securities
Investor Protection Corporation, the Federal Deposit Insurance Corporation or
any other entity.
ADVANTAGES
Cash dividends on all, but not less than all, of the shares of Common Stock
held of record by a Participant and shares credited to a Participant's Plan
account are automatically reinvested in additional shares of Common Stock.
Funds invested in the Plan are fully invested through the purchase of
fractional shares, as well as whole shares, and proportionate cash dividends
on fractional shares are used to purchase additional shares of Common Stock.
See "Enrollment Procedures" below.
Participants pay reduced service charges and brokerage fees in connection
with purchases of shares of Common Stock with reinvested cash dividends under
the Plan. See "Costs Borne by Participants" below.
In addition to reinvestment of cash dividends, Participants may invest
additional funds in shares of Common Stock through optional cash payments of
not less than $100 per payment and not more than $15,000 per quarter, or up
to a maximum of $60,000 per calendar year. Optional cash payments must be
made by check drawn on a U.S. bank and payable in U.S. dollars, and may be
made occasionally or at regular intervals, as the Participant desires. See
"Optional Cash Payments" below.
Record holders of less than 50 shares of Common Stock, which is the minimum
number of shares required for enrollment in the Plan, may become Participants
by making an initial cash investment of at least $100 to purchase the
requisite number of shares. See "Initial Cash Investments" below.
Participants may sell shares of Common Stock credited to their Plan accounts
(including those shares of Common Stock represented by certificates deposited
into the Plan for safekeeping) through the Plan. A fee for any such sales
will be payable by the Participant. See "Sales of Plan Shares" below.
Participants may direct the Administrator to transfer, at any time and at no
cost to the Participant, all or a portion of the shares of Common Stock
credited to their Plan accounts (including those shares of Common Stock
represented by certificates deposited into the Plan for safekeeping) to
another Participant's Plan account, or to a broker designated by the
Participant, provided all requirements for transfer have been met. See
"Transfer of Plan Shares" below.
Quarterly statements are mailed to each Participant reflecting all
transactions completed during the year to date, total shares of Common Stock
credited to the Participant's Plan account and other related information.
All statements will contain a tear-off stub to be used for transaction
processing. See "Reports to Participants" below.
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The Plan offers a certificate "safekeeping" service through which the
Administrator will hold, at no cost to the Participant, certificates
representing shares of Common Stock held by a Participant in certificate
form. Shares of Common Stock represented by certificates so deposited will
be credited to the Participant's Plan account. Ownership of such shares of
Common Stock will be maintained in the records of the Administrator as part
of the Participant's Plan account. See "Safekeeping Service" below.
DISADVANTAGES
A Participant has no control over the price, and other than in the case of
shares of Common Stock purchased directly from EDS, the time, at which shares
of Common Stock may be purchased or sold under the Plan. Purchases in the
open market may begin on the relevant Investment Date (as defined below) and
will be completed within 30 days after such Investment Date. See "When
Shares of Common Stock are Purchased Through the Plan" below. A sale by a
Participant under the Plan will be made by the Administrator as soon as
practicable after receipt of a sales request. See "Sales of Plan Shares"
below. Therefore, Participants bear the market risk associated with
fluctuations in the price of the Common Stock.
No interest will be paid on funds held by the Administrator pending
investment under the Plan.
Initial cash investments and optional cash payments must be received by the
Administrator at least three business days before an Investment Date to be
invested beginning on such Investment Date. Otherwise, the payment may be
held by the Administrator and invested beginning on the following Investment
Date. Initial cash investments and optional cash payments will not be
returned to Participants unless the Administrator receives a written request
at least 48 hours before the applicable Investment Date. See "Initial Cash
Investments" and "Optional Cash Payments" below.
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ADMINISTRATION
EDS has designated The Bank of New York as the Administrator to administer
the Plan for Participants, to purchase and hold shares of Common Stock
acquired under the Plan, to keep records, to send statements of account to
Participants and to perform other duties relating to the Plan. The
Administrator will also serve as transfer agent, registrar, dividend paying
agent and rights agent for EDS and may have other business relationships with
EDS from time to time. The Administrator, or its nominee, as custodian, will
hold one or more certificates registered in its name representing the
aggregate number of whole shares of Common Stock purchased under or deposited
for safekeeping into the Plan and credited to Participants' Plan accounts.
When a Participant enrolls shares of Common Stock in the Plan and maintains
possession of the certificate representing those shares, such shares will
continue to be registered in the Participant's name. Market transactions are
effected through agents (currently BNY Brokerage, Inc.) engaged by the
Administrator. EDS reserves the right to make such other arrangements for
the administration of the Plan as it deems necessary or appropriate.
FOR INFORMATION ABOUT THE EDS
DIVIDEND REINVESTMENT PLAN
Call our toll free stockholder services number: 1-800-250-5016
Outside the United States, call (212) 815-2560
Operators are available between 9:00 a.m. and 6:00 p.m.,
Eastern time, on business days.
Initial cash investments and optional cash payments, with checks
payable to "Electronic Data Systems Corporation" drawn on a U.S. bank
and payable in U.S. dollars (please indicate your Plan account number
on the check, and include the tear-off stub from your Plan account
statement) and all notices and transaction requests concerning the
Plan should be mailed to:
Electronic Data Systems Corporation
c/o Dividend Reinvestment Plan
P.O. Box 1958
Newark, NJ 07101-97774
All inquiries regarding your account should be mailed to:
Electronic Data Systems Corporation
c/o Investor Relations Department
P.O. Box 11258
Church Street Station
New York, NY 10286-1258
Please include in your letter a telephone number where
you may be reached during business hours.
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ELIGIBLE PARTICIPANTS
Any holder of record of shares of Common Stock may join the Plan at any time,
provided that (i) such stockholder fulfills the prerequisites for
participation described under "Enrollment Procedures" below and (ii) in the
case of citizens or residents of a country other than the United States and
its territories or possessions, participation would not violate local laws
applicable to EDS, the Plan or the Participant, as determined by EDS in its
sole discretion. To enroll in the Plan, the Participant must participate
with respect to all shares of Common Stock held of record by such Participant
until participation in the Plan is terminated or the Plan is terminated.
However, a minimum of 50 shares of Common Stock must be enrolled in the Plan.
Record holders of less than the 50 share minimum may, at the time of
enrollment, make an initial cash investment sufficient to meet the 50 share
minimum requirement. See "Initial Cash Investments" below.
The right to participate in the Plan is not transferable apart from a
transfer of a Participant's underlying shares of Common Stock.
ENROLLMENT PROCEDURES
After being furnished with a copy of this Prospectus, eligible EDS
stockholders may enroll in the Plan at any time by completing and signing an
authorization form available from the Administrator in the manner set forth
below and returning it to the Administrator. Requests for copies of
Authorization Forms, as well as copies of other Plan forms and this
Prospectus, should be made in writing or by telephone to the Administrator's
address and telephone numbers listed in "Administration" above. Applicants
should sign their name(s) on the Authorization Form exactly as they appear on
their share certificates.
By enrolling in the Plan, a prospective Participant agrees to have all cash
dividends that are paid on all shares of Common Stock held of record by such
Participant, or subsequently credited to the Participant's Plan account,
reinvested in additional shares of Common Stock, until participation in the
Plan is terminated or the Plan is terminated. Funds invested in the Plan are
fully invested through the purchase of fractional shares, as well as whole
shares, and proportionate cash dividends on fractional shares are used to
purchase additional shares of Common Stock. See "Investment Procedures"
below. A Participant also may (i) make an initial cash investment in
connection with enrolling in the Plan or (ii) deposit certificates
representing shares of Common Stock into the Plan for safekeeping. See
"Initial Cash Investments" and "Safekeeping Service" below.
Beneficial owners of shares of Common Stock held of record in "street name"
(for example, shares registered in the name of a broker, bank nominee or
other agent) may participate in the Plan with respect to all of such shares
by either (i) instructing the record or registered holder to transfer the
shares into the Participant's name and deposit the certificates representing
such shares into the Plan for safekeeping for credit to the Participant's
Plan account, (ii) making arrangements with the record or registered holder
to participate in the Plan on behalf of the Participant, or (iii) completing
a Broker Transfer Form and returning it to the Administrator. See "Transfer
of Plan Shares" below.
A person will become a Participant after a properly completed Authorization
Form has been received and accepted by the Administrator. Once enrolled, a
Participant's participation continues automatically until participation in
the Plan is terminated or the Plan is terminated. See "Terminating a Plan
Account" below. If a Participant's participation in the Plan is terminated,
and that person wishes to re-enroll, such person must complete all enrollment
procedures and satisfy all requirements as if he or she had never been a
Participant.
INVESTMENT PROCEDURES
A Participant must enroll in the Plan all, but not less than all, shares of
Common Stock held of record by such Participant and reinvest all cash
dividends that are paid on such shares, as well as shares credited to the
Participant's Plan account, in additional shares of Common Stock. The amount
so reinvested will be reduced by any amount that is required to be withheld
under any applicable tax or other statutes.
A Participant may, in addition to reinvesting all cash dividends on shares of
Common Stock held of record by such Participant, purchase additional shares
of Common Stock through the Plan by making optional cash payments. See
"Optional Cash Payments" below.
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INITIAL CASH INVESTMENTS
A record holder of less than 50 shares of Common Stock may become a
Participant by (i) completing and signing the Authorization Form whereby all
of such holder's shares of Common Stock are enrolled and (ii) making an
initial cash investment of at least $100. The initial cash investment in all
cases must be in an amount sufficient to purchase a number of shares of
Common Stock that, in addition to the number of shares already held of record
by the applicant, will equal or exceed 50 shares of Common Stock. The
initial cash investment, together with any optional cash payments, are
subject to the quarterly and calendar year dollar-amount limitations
described in "Optional Cash Payments" below. Such initial investment must be
made by check drawn on a U.S. bank and payable in U.S. dollars. Checks
should be made payable to "Electronic Data Systems Corporation." DO NOT SEND
CASH. Checks not drawn on a U.S. bank or not payable in U.S. dollars will be
returned to the applicant. In addition, third-party checks received by the
Administrator will be returned to the applicant. All initial cash
investments are subject to collection by the Administrator of full face value
in U.S. dollars. See "Delivery of Initial Cash Investments and Optional Cash
Payments" below.
OPTIONAL CASH PAYMENTS
A Participant may, in addition to purchasing shares of Common Stock with
reinvested dividends, purchase shares of Common Stock under the Plan by
making optional cash payments to the Administrator. Optional cash payments
may be made occasionally or at regular intervals, as the Participant desires.
Optional cash payments may not be less than $100 per payment and not more
than $15,000 per quarter, or up to a maximum of $60,000 per calendar year.
The quarterly and calendar year limitations are based on when optional cash
payments are received by the Administrator and not when they are used to
purchase shares. In determining whether the Plan maximum has been reached,
initial cash investments will be counted as optional cash payments. See
"Initial Cash Investments" above. Optional cash payments in excess of the
limit for the quarter or calendar year, or below the minimum of $100, will be
returned to the Participant.
Optional cash payments must be made by check drawn on a U.S. bank and payable
in U.S. dollars. Checks should be made payable to "Electronic Data Systems
Corporation." DO NOT SEND CASH. Checks not drawn on a U.S. bank or not
payable in U.S. dollars will be returned to the Participant. In addition,
third-party checks received by the Administrator will be returned to the
Participant. All optional cash payments are subject to collection by the
Administrator of full face value in U.S. dollars. Optional cash payments
need not be in the same amount each time, and there is no obligation to make
an optional cash payment each month.
Optional cash payments made by check should include the tear-off Optional
Cash Payment Form from the Participant's Plan statement. Failure to submit
the tear-off stub may result in a delay in investing such optional cash
payment. At a minimum, optional cash payments must be accompanied by the
Participant's Plan account number. If the Plan account number is not
included, the optional cash payment will be returned to the Participant. See
"Delivery of Initial Cash Investments and Optional Cash Payments" below.
DELIVERY OF INITIAL CASH INVESTMENTS AND OPTIONAL CASH PAYMENTS
Initial cash investments and optional cash payments must be received by the
Administrator at least three business days before an Investment Date to be
invested beginning on such Investment Date. Initial cash investments or
optional cash payments received by the Administrator less than three business
days before an Investment Date may be held and invested beginning on the
following Investment Date. No interest will be paid on initial cash
investments or optional cash payments pending investment. Return of any
initial cash investment or optional cash payment not already invested under
the Plan may be requested by delivering a written request to the
Administrator at least 48 hours before the applicable Investment Date.
However, no refund of a check will be made until the funds have been actually
received by the Administrator. Accordingly, such refunds may be delayed by
up to three weeks. If a written request to stop investment is received by
the Administrator less than 48 hours before the applicable Investment Date,
any cash payment then held by the Administrator will be invested in shares of
Common Stock beginning on such Investment Date.
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Initial cash investments and optional cash payments, pending investment
pursuant to the Plan, will be held in a trust account which will be separated
from any other funds or monies of EDS and credited to a Participant's Plan
account. A Participant making an initial cash investment or optional cash
payment will receive a Plan statement in each month that the investment or
payment is invested in additional shares of Common Stock reflecting the
purchase price and number of whole and fractional shares purchased. Initial
cash investments or optional cash payments not invested in shares of Common
Stock within 35 days of receipt of the funds by the Administrator will be
promptly returned to the Participant.
The method of delivery of any initial cash investment or optional cash
payment is at the election and risk of the applicant or Participant and will
be deemed received when actually received by the Administrator. If the
delivery is by mail, the applicant or Participant should use properly
insured, registered mail, with return receipt requested, and the mailing
should be made sufficiently in advance of the relevant Investment Date.
PLAN SHARES
At the discretion of EDS, shares of Common Stock purchased with reinvested
dividends, initial cash investments or optional cash payments may be (i)
authorized but unissued or treasury shares issued by EDS directly to the
Plan, (ii) shares purchased in the open market or in privately negotiated
transactions, or (iii) a combination of the foregoing, subject to applicable
U.S. federal securities laws. EDS will not change its determination as to
the source of Plan shares more than once every three months.
Market transactions are effected through agents (currently BNY Brokerage,
Inc.) engaged by the Administrator. The Administrator and its agents may
commingle a Participant's funds with those of other Participants for the
purpose of executing purchases, and may offset purchases of shares against
sales of shares made for Participants under the Plan with respect to the same
Investment Date, resulting in a net purchase or a net sale of shares.
Open market purchases may be made on any securities exchange where such
shares are traded, in the over-the-counter market, or by negotiated
transactions and may be subject to such price, delivery and other terms as to
which the Administrator may agree. Neither EDS nor any Participant shall
have any authority or power to direct the price, and other than in the case
of shares of Common Stock purchased directly from EDS, the time, at which
shares may be purchased or sold, the markets on which the shares are to be
purchased or sold, or the selection of the broker or dealer (other than any
Administrator) through or from whom purchases and sales are to be made.
EDS may suspend any purchases in the open market when such suspension may be
necessary or appropriate under applicable U.S. federal securities laws. In
such event, EDS may offer to sell shares of Common Stock directly to the Plan
without advance notice. Moreover, to the extent that it appears necessary or
appropriate under applicable U.S. federal securities laws, the Administrator
may suspend or terminate purchases of shares of Common Stock at any time
prior to the utilization of all funds designated for purchase of shares
during any month. In such event, the shares purchased shall be allocated
pro-rata to each investing account for purchases during that month.
COSTS BORNE BY PARTICIPANTS
The cost to each Participant of purchasing additional shares of Common Stock
with reinvested cash dividends is the price of the shares purchased (as
determined in "Purchase Price of Plan Shares" below), plus 50% of the related
service charge imposed by the Administrator and 50% of the Participant's
pro-rata share of any brokerage fees that may result from satisfying Plan
requirements with shares of Common Stock purchased in the open market or in
privately negotiated transactions. The remaining 50% of such service charge
and brokerage fees will be paid by EDS. The current service charge imposed
by the Administrator for purchases of Common Stock with reinvested cash
dividends is $1.00 per account for each dividend reinvestment, 50% of which
will be paid by the Participant and the remainder by EDS. It is anticipated
that brokerage fees, to the extent shares are purchased in the open market,
would be approximately $0.10 per share.
The cost to each Participant of purchasing additional shares of Common Stock
with initial cash investments or optional cash payments is the price of the
shares purchased (as determined in "Purchase Price of Plan Shares" below),
plus the service charge imposed by the Administrator and the Participant's
pro-rata share of any brokerage fees that may result from satisfying Plan
requirements with shares of Common Stock purchased in the open market or in
privately
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negotiated transactions. The current service charge imposed by the
Administrator for purchases of additional shares of Common Stock with initial
cash investments or optional cash payments is $2.00 per account for each
initial cash investment or optional cash payment. It is anticipated that
brokerage fees, to the extent shares are purchased in the open market, would
be approximately $0.10 per share.
If a Participant elects to effect a sale, full or partial liquidation of
shares of Common Stock enrolled in the Plan, or a termination of
participation in the Plan, a brokerage fee, handling fee, termination fee,
and/or any tax withholding required by law may be assessed to such
Participant.
WHEN SHARES OF COMMON STOCK ARE PURCHASED THROUGH THE PLAN
The date on which shares of Common Stock will begin to be purchased under the
Plan (the "Investment Date") will be the dividend payment date for months in
which a dividend payment is made by EDS, and on or about the 15th day of all
other months, unless such day is not a business day, in which case the
Investment Date would fall on the business day immediately following such
day. Purchases of shares made with initial cash investments or optional cash
payments are made monthly beginning on each Investment Date. Purchases of
shares with reinvested dividends are made quarterly beginning on the
Investment Date in months that a dividend payment is made by EDS. Purchases
under the Plan made directly from EDS will be completed on the same
Investment Date that such purchases were initiated. Purchases under the Plan
made in the open market will be completed within 30 days after the Investment
Date that such purchases were initiated, except where completion on a later
date is necessary or appropriate under applicable U.S. federal securities
laws. A Participant becomes the owner of the shares purchased through the
Plan on the date such shares are credited to the Participant's Plan account.
However, for federal income tax purposes, the holding period for such shares
commences on the following day. See "Tax Information" below. Cash dividends
paid on shares of Common Stock enrolled in the Plan that are not invested in
shares of Common Stock within 30 days of the relevant dividend payment date
will be promptly forwarded to the Participant.
PURCHASE PRICE OF PLAN SHARES
If the shares of Common Stock acquired by Participants through the Plan have
been purchased directly from EDS' authorized but unissued or treasury shares,
the price per share of Common Stock purchased with reinvested dividends,
initial cash investments or optional cash payments will be 100% of the
average of the high and low sales prices for the Common Stock reported on the
New York Stock Exchange ("NYSE") on the Investment Date, or the immediately
preceding business day if the NYSE is closed on such Investment Date. High
and low sales prices for shares of Common Stock reported on the NYSE will be
determined as subsequently reported in THE WALL STREET JOURNAL. The amount
available to purchase shares for a Participant's Plan account will be
adjusted to reflect any service charges (as described under "Costs Borne by
the Participant" above) and any applicable taxes.
If the shares of Common Stock acquired by Participants through the Plan have
been purchased in the open market, the price per share of Common Stock
purchased with reinvested dividends, initial cash investments or optional
cash payments will be 100% of the weighted average price per share of all
such purchases made to satisfy Plan requirements during the purchase period.
The amount available to purchase shares for the account of a Participant will
be adjusted to reflect any service charges payable by the Participant and the
Participant's pro-rata share of any brokerage fees payable (as described
under "Costs Borne by the Participant" above) and any applicable taxes.
If the shares of Common Stock acquired by Participants through the Plan have
been purchased through a combination of purchases directly from EDS and open
market purchases, the price per share of Common Stock purchased with
reinvested dividends, initial cash investments or optional cash payments will
be 100% of the weighted average price per share of all shares acquired by the
Administrator, as determined above, and processed for that month's purchases.
NUMBER OF SHARES PURCHASED
Each Participant's Plan account will be credited with the number of shares,
whole and fractional (rounded to four decimal places), equal to the total
amount of reinvested dividends, initial cash investments and optional cash
payments divided by the applicable purchase price, less any applicable
service charges or brokerage fees. The number of shares purchased with
reinvested dividends, initial cash investments and optional cash payments
cannot be determined until
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the purchases have been completed. There is no provision in the Plan for
Participants to purchase a specific number of shares.
SALES OF PLAN SHARES
A Participant may request, at any time, that all or a portion of the shares
of Common Stock credited to the Participant's Plan account be sold by
delivering the appropriate form to the Administrator. As soon as practicable
after receipt of a sales request, the Administrator will sell the designated
shares. Only whole shares may be sold. If a Participant sells only a
portion of the shares credited to his or her Plan account, a minimum of 50
shares must remain credited to the account or the Administrator may terminate
the Participant's participation in the Plan. A request to sell all shares
credited to a Participant's Plan account will be treated as a termination of
participation in the Plan. See "Terminating Plan Account" below. The
Administrator may terminate Plan accounts between a dividend record date and
dividend payment date.
Sales of shares may be made by the Administrator on any securities exchange
on which shares of Common Stock are traded, in the over-the-counter market,
or by negotiated transactions, and may be subject to such price, delivery
and other terms as the Administrator may agree. The Participant will receive
proceeds of sales of shares of Common Stock based upon the average price of
all shares sold on a particular sale date, less any brokerage fees,
administrative fees, service charges, any other costs of sale and any
required federal tax withholding. Proceeds of shares sold through the Plan
will be paid to the Participant by check.
TERMINATING PLAN ACCOUNT
A Participant may terminate participation in the Plan at any time by giving
written or telephonic instructions to the Administrator. Any termination
must be with respect to all shares enrolled in and credited to the
Participant's Plan account.
Upon termination of participation in the Plan, a Participant may elect to
have (i) a certificate representing the number of whole shares of Common
Stock credited to the Participant's Plan account issued, or (ii) all, but not
less than all, of the shares, including any fractional shares, credited to
the Participant's Plan account sold. If a Participant's request to terminate
participation in the Plan does not contain instructions regarding the
disposition of shares, certificates representing the number of whole shares
credited to the Participant's Plan account will be issued to the Participant
within 30 days of receipt of such request by the Administrator. Participants
will receive a check for the cash value of the fractional shares credited to
their Plan accounts, less any brokerage fees, termination fees, and any
required federal tax withholding. Certificates representing fractional
shares will not be issued. Fractional shares will be valued at the same
price as whole shares that were sold or could have been sold. See "Purchase
Price of Plan Shares" above.
Upon receipt of instructions to sell all of the shares credited to a
Participant's Plan account, the sale normally will be made within five
business days following the Administrator's receipt of such instructions.
Sales of shares may be made by the Administrator on any securities exchange
on which shares of Common Stock are traded, in the over-the-counter market,
or by negotiated transactions, and may be subject to such price, delivery and
other terms as the Administrator may agree. The Participant will receive
proceeds of sales of shares of Common Stock based upon the average price of
all shares sold on a particular sale date, less any brokerage fees,
administrative fees, service charges, any other costs of sale and any
required federal tax withholding. Proceeds of shares sold through the Plan
will be paid to the Participant by check within 30 days of receipt of the
Participant's request to terminate participation in the Plan by the
Administrator.
If a Participant's request to terminate participation in the Plan is received
on or before the third business day before a dividend payment date, the
termination will be processed as described above, and a separate check for
dividends will be mailed following the payment date. If a Participant's
request to terminate participation in the Plan is received after the third
business day before a dividend payment date, the termination will be
processed after giving effect to reinvestment of the applicable dividend.
The Administrator may terminate accounts between a dividend record date and
dividend payment date. Any optional cash payment received before the
Administrator receives a Participant's request to terminate participation in
the Plan will be invested for the Participant's Plan account unless the
Participant specifically makes a written request for the return of the
payment prior to the 48 hours before the relevant Investment Date.
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Dividends paid after termination of participation in the Plan will be paid in
cash directly to the former Participant, if the former Participant continues
to own shares of Common Stock. After participation in the Plan has been
terminated, no further investments may be made without re-enrolling in the
Plan.
EDS MAY, AT ITS DISCRETION, TERMINATE A PARTICIPANT'S PLAN ACCOUNT IF LESS
THAN 50 SHARES ARE CREDITED TO THE ACCOUNT.
TRANSFER OF PLAN SHARES
Beneficial owners of shares of Common Stock held of record in "street name"
through a broker, bank nominee or other agent may arrange to have such shares
transferred to the Participant's Plan account. To do so, the Participant
must either (i) instruct the record or registered holder to transfer the
shares into the Participant's name and deposit the certificates representing
such shares into the Plan for safekeeping for credit to the Participant's
Plan account, (ii) make arrangements with the record or registered holder to
participate in the Plan on behalf of the Participant, or (iii) complete a
Broker Transfer Form and return it to the Administrator. To transfer shares
of Common Stock under clause (i) above, the shares of Common Stock must be
transferred into the same name in which the Participant's Plan account is
registered. When transferring shares of Common Stock under clause (iii)
above, the Administrator, upon receipt of a properly completed Broker
Transfer Form, will contact the broker or other agent holding the shares of
Common Stock and arrange to transfer such shares into the name of the
Administrator or its nominee for credit to the Participant's Plan account.
Broker Transfer Forms are available upon request from the Administrator.
If a Participant wishes to transfer the ownership of all or part of the
shares credited to the Participant's Plan account to another Participant's
Plan account or to a broker designated by the Participant, whether by gift,
private sale or otherwise, the Participant may effect such transfer by
mailing a completed Gift/Transfer Form to the Administrator. Gift/Transfer
Forms are available upon request from the Administrator. No fractional share
of Common Stock will be transferred unless the Participant's entire Plan
account is transferred. Requests for inter-account transfers are subject to
the same requirements as for the transfer of securities generally, including
the requirement of a medallion signature guarantee on the stock assignment.
Stock power forms are available upon request from the Administrator and
generally from banks and brokerage firms. The transferee will receive a
statement showing the number of shares transferred and credited to the
transferee's Plan account. The Administrator will effect any such transfer
at no cost to the transferor or transferee.
Shares of Common Stock held by the Administrator for a Participant's Plan
account may not be pledged. A Participant who wishes to pledge any such
shares must request that a certificate for such shares be issued in the
Participant's name and delivered to the Participant. See "Certificates for
Shares" below. A pledge of shares by a Participant will not result in a
termination or modification of participation in the Plan.
REPORTS TO PARTICIPANTS
Participants will receive the following documentation in connection with
their participation in the Plan: (i) copies of the same communications sent
to every other stockholder; (ii) a quarterly statement of account, together
with a supplemental statement of account in months where the Participant has
made an initial cash investment or optional cash payment, has deposited,
transferred or withdrawn shares of Common Stock, or has had cash dividends
reinvested in shares of Common Stock; and (iii) an acknowledgment from the
Administrator after its receipt of a check for an initial cash investment or
optional cash payment. The quarterly statement of account will reflect the
amount of any purchases, the price per share of Common Stock purchased, the
number of shares purchased or withdrawn, the amount of cash dividends
reinvested, the amount of initial cash investment or optional cash payments
received (if any) and the total number of shares credited to the
Participant's Plan account. All year-to-date transactions in the account
will be included. EDS may amend the form of the statement of account from
time to time, and may modify the type or scope of information provided.
All notices, statements and reports from the Administrator to a Participant
will be addressed to the Participant's latest address of record with the
Administrator. Therefore, Participants must promptly notify the
Administrator of any changes of address. To be effective with respect to
mailings of dividend checks and quarterly statements and reports for a
particular quarter, address changes must be received by the Administrator
before the record date for that quarter's dividend.
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Participants are encouraged to use the tear-off stub attached to each
statement of account when providing notice to the Administrator for any
transaction specified on such stub. Participants should retain their
statements of account for income tax purposes.
CERTIFICATES FOR SHARES
Certificates for shares of Common Stock enrolled in or purchased under the
Plan and credited to a Participant's Plan account will not be issued to
Participants, except upon notice to the Administrator signed by the
Participant, or upon termination of participation in the Plan or termination
of the Plan. Certificates for fractional shares will not be issued under any
circumstances.
This arrangement will relieve Participants of the responsibility for
safekeeping of multiple certificates for shares purchased under the Plan and
protect against loss, theft or destruction of such certificates. The number
of shares credited to a Plan account will be reflected on the Participant's
statement of account. Certificates representing shares purchased under the
Plan or deposited into the Plan for safekeeping will be registered in the
name of the Administrator as agent for the Participants. When a Participant
enrolls shares of Common Stock in the Plan and maintains possession of the
certificate representing those shares, such shares will continue to be
registered in the Participant's name.
Regardless of any issuance of certificates for shares of Common Stock to the
Participant, the Participant will continue to have dividends reinvested on
all shares held of record by the Participant until the Participant terminates
participation in the Plan or the Plan is terminated. Participants requesting
to receive certificates for shares of Common Stock will be charged a handling
fee for each certificate issued. Aside from a Participant's written request
to terminate participation in the Plan, any written request for issuance of
certificates will not result in termination or modification of participation
in the Plan.
SAFEKEEPING SERVICE
At the time of enrollment in the Plan, or at any later time, Participants may
use the Plan's certificate "safekeeping" service to deposit any certificates
representing Common Stock in their possession with the Administrator. This
service will be provided at no cost to the Participant. Upon receipt of such
certificates, the Administrator will register the shares in its name, or in
that of its nominees, and credit the Participant's Plan account. Thereafter,
such shares will be treated in the same manner as shares purchased through
the Plan and credited to a Participant's Plan account.
At the time of enrollment in the Plan, eligible applicants depositing share
certificates with the Administrator should mail their unendorsed
certificates, along with an Authorization Form, to the Administrator.
Participants already enrolled in the Plan who deposit share certificates with
the Administrator should mail their unendorsed certificates, along with the
tear-off stub on the bottom of the Plan statement, to the Administrator.
By using the Plan's certificate safekeeping service, Participants no longer
will bear the risk associated with loss, theft or destruction of stock
certificates. Also, because shares deposited with the Administrator will be
treated in the same manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and efficient manner.
Participants should only send certificates to the Administrator by
registered, insured mail, with return receipt requested.
STOCK SPLITS, STOCK DIVIDENDS OR RIGHTS OFFERINGS
The number of shares of Common Stock enrolled in the Plan (including
fractional shares) and the minimum number of shares required for Plan
participation will be appropriately adjusted for any stock splits, stock
dividends or other similar changes in the Common Stock. Stock dividends in a
form other than shares of Common Stock will be mailed to Participants in the
same manner as to stockholders who are not participating in the Plan. In the
event of a rights offering, the Participant will receive rights based upon
the total number of whole shares owned, that is, the total number of whole
shares held of record and credited to the Participant's Plan account. EDS or
the Administrator may
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suspend transaction processing under the Plan until completion of any such
stock split, stock dividend or rights offering.
VOTING OF PLAN SHARES
The Participant will be sent proxy materials including a proxy card
representing both the shares for which the Participant holds certificates and
the shares, full and fractional, credited to the Participant's Plan account.
If the proxy card is properly signed and timely returned, such proxy will be
voted as indicated by the Participant on the proxy card. If the proxy card
is returned properly signed but with no instructions as to the manner in
which the Participant's shares are to be voted with respect to any items
thereon, all of the shares credited to the Participant's Plan account will be
voted in accordance with the recommendation of the EDS Board of Directors.
If the proxy is not returned or if it is returned unexecuted or improperly
executed, the Participant's shares will be voted only if the Participant
votes in person.
DEATH OF A PARTICIPANT
In the event of a death of a Participant, the Plan account will continue to
be administered according to the decedent's prior instructions until the
Administrator receives other instructions, together with a death certificate,
from the duly authorized representative of the decedent's estate.
TAX INFORMATION
The following discussion relates to material federal income tax consequences
of participation in the Plan. The effect of such tax consequences upon any
Participant will depend upon such Participant's individual circumstances
which, together with the state and local tax consequences of participation,
should be discussed by each Participant with a tax advisor. The following
constitutes the material federal income tax consequences applicable to
participation in the Plan:
(1) A Participant will be treated for federal income tax purposes as having
received, on the dividend payment date, a dividend in an amount equal to
the price per share (as described in "Purchase Price of Plan Shares" above)
multiplied by the number of shares purchased with reinvested dividends.
A Participant will be provided with information concerning the price per
share in statements of account.
(2) To the extent shares are purchased in the open market either with
reinvested dividends, initial cash investments or optional cash
payments, brokerage commissions paid by EDS on a Participant's behalf
are deemed to be additional distributions taxable as dividends.
(3) The tax basis of a share of Common Stock acquired from EDS under the
Plan is (i) the amount treated as a dividend in connection with
the purchase of such share, in the case of shares purchased with
reinvested dividends and (ii) the purchase price of such share, in the
case of shares purchased with initial cash investments or optional
cash payments. The tax basis of a share of Common Stock purchased in
open market transactions under the Plan is the purchase price, increased
by the service charges and brokerage fees allocable to such share
and paid by EDS on the Participant's behalf.
(4) A Participant's holding period for shares of Common Stock acquired
pursuant to the Plan will begin on the date following the day on
which such shares are credited to the Participant's Plan account.
(5) A Participant will not realize any taxable income when the Participant
receives certificates for whole shares credited to the Participant's
Plan account, either upon the Participant's request for a portion of
those shares, termination of participation in the Plan or termination of
the Plan.
(6) A Participant will realize gain or loss when shares are sold or exchanged,
whether upon the Participant's request that such shares be sold through
the Plan, termination of participation in the Plan or a sale by the
Participant after receipt of shares from the Plan, and, in the case
of a fractional share, when the Participant receives a cash payment for
a fractional share held in the Participant's Plan account upon
termination of
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participation in the Plan or termination of the Plan. The amount of
such gain or loss will be the difference between the amount which the
Participant receives for the shares or fractional share and the tax
basis thereof.
The above discussion is based on current federal income tax law. The law
governing the federal income taxation of dividends and distributions with
respect to stock changes often as a result of amendments to the Internal
Revenue Code, changes in regulations and Internal Revenue Service
administrative policies and judicial decisions. Accordingly, no assurance
can be given that currently existing tax authorities will not change in a way
that would adversely affect the Plan or its Participants.
EDS ENCOURAGES PARTICIPANTS TO DISCUSS THE TAX CONSEQUENCES OF PLAN
PARTICIPATION WITH A TAX ADVISOR.
If a Participant has failed to furnish a valid certified taxpayer
identification number or furnished an obviously incorrect number to the
Administrator, unless the Participant is exempt from withholding requirements
described in section 3406 of the Internal Revenue Code, then the
Administrator will withhold 31% (or the then current rate as required by law)
from the amount of dividends paid on shares of Common Stock, and/or the
proceeds of the sale of whole and fractional shares. In addition, if a new
Participant fails to certify that such Participant is not subject to
withholding on interest and dividend payments as a result of failure to
report all interest or dividend income on prior tax returns, then 31% (or the
then current rate as required by law) will be withheld from the amount of
dividends paid on shares of Common Stock. The withheld amount will be
deducted from the amount of dividends, and the remaining amount will be
reinvested. In the case of those foreign stockholders whose Common Stock
dividends are subject to United States income tax withholding, the amount of
tax to be withheld will be deducted from the amount of Common Stock
dividends, and the remaining amount of dividends will be reinvested. In the
case of those foreign stockholders whose proceeds are subject to withholding,
the amount of tax to be withheld, based on the then current tax treaty with
respect to such country, will be deducted from the proceeds from the sale of
shares.
RISK TO PARTICIPANTS
The principal risk to Participants under the Plan is the same as with any
other investment in shares of Common Stock. Because the purchase prices are
established pursuant to the Plan, a Participant loses any advantage otherwise
available from being able to select the timing of investments. Participants
should recognize that neither EDS nor the Administrator can assure a profit
or protect against a loss on shares of Common Stock purchased under the Plan.
LIMITATION OF LIABILITY
Neither EDS nor the Administrator (nor any of their respective agents,
representatives, employees, officers, directors, or subcontractors) will be
liable in administering the Plan for any action taken in good faith or for
any good faith omission to act, including, without limitation, any liability
arising with respect to the process or times at which shares are purchased or
sold for Participants, or any change in the market value of shares, or from
failure to terminate a Participant's participation in the Plan upon such
Participant's death. The foregoing does not represent a waiver of any rights
a Participant may have under applicable securities laws.
The Plan does not represent a change in the dividend policy of EDS. The EDS
Board of Directors will be free to change its dividend policies and practices
from time to time and to decrease or increase the dividends paid on shares of
Common Stock on the basis of EDS' financial condition, earnings and capital
requirements and other factors that the EDS Board of Directors may deem
relevant. Stockholders who do not wish to participate in the Plan will
continue to receive cash dividends, as declared, by check, in the usual
manner.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
EDS may suspend, modify or terminate the Plan at any time, in whole, in part
or in respect of Participants in one or more jurisdictions, without the
approval of Participants. EDS may suspend, modify or terminate participation
by a Participant who is using the Plan for purposes inconsistent with the
intended purposes of the Plan. Notice of any such suspension, modification
or termination will be sent to all affected Participants, who will in all
events have the right to withdraw from participation. No such event will
affect any shares then credited to a Participant's account. Upon
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any whole or partial termination of the Plan by EDS, certificates for whole
shares credited to an affected Participant's Plan account will be issued to
the Participant and a cash payment will be made for any fractional share.
Fractional shares will be valued at the average of the high and low sales
prices of Common Stock reported on the NYSE as published in THE WALL STREET
JOURNAL for the business day immediately preceding the date of termination.
If EDS terminates the Plan for the purpose of establishing another dividend
reinvestment plan, Participants in the Plan will be enrolled automatically in
such other plan and shares of Common Stock credited to a Participant's Plan
account will be credited automatically to such other plan, unless EDS
notifies Participants to the contrary.
INTERPRETATION AND REGULATION OF THE PLAN
The officers of EDS are authorized to take such actions to carry out the Plan
as may be consistent with the Plan's terms and conditions. EDS reserves the
right to interpret and regulate the Plan as EDS deems necessary or
appropriate in connection with the Plan's operations. The Plan cannot be
modified orally.
GOVERNING LAW
The terms and conditions of the Plan and its operation shall be governed by
the laws of the State of Delaware and applicable state and U.S. federal
securities laws without regard to the choice of law provisions of the State
of Delaware.
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THE COMPANY
EDS is a world leader in applying information technology, with over 30
years of experience in using advanced computer and communications
technologies to meet its clients' business needs. EDS' principal executive
offices are located at 5400 Legacy Drive, Plano, Texas 75024-3199.
USE OF PROCEEDS
EDS has no basis for estimating either the number of shares of Common
Stock that will be ultimately sold pursuant to the Plan or the prices at
which such shares will be sold. If the source of Plan shares are authorized
but unissued or treasury shares issued directly by EDS to the Plan, the
proceeds from such sales will be used for general corporate purposes. EDS
will not receive any proceeds when shares of Common Stock are purchased under
the Plan in the open market.
EXPERTS
The consolidated financial statements and financial statement schedule of
EDS as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, included in the Current Report on
Form 8-K dated April 23, 1996, incorporated herein by reference in this
Prospectus and in the Registration Statement of which this Prospectus is a part
have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in
their reports appearing therein and have been so incorporated by reference in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for EDS by D. Gilbert Friedlander, Senior Vice President and General
Counsel of EDS. Mr. Friedlander is the owner of shares of Common Stock.
INDEMNIFICATION
EDS' Certificate of Incorporation and Bylaws, in each case as amended,
and certain Indemnification Agreements entered into between EDS and each of
its directors and certain of its officers provide that EDS will indemnify,
under certain circumstances, any director and/or certain officers of EDS
against liabilities and expenses that may be incurred in connection with
certain claims, actions, suits or proceedings against them as a result of
serving in such capacity. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling EDS pursuant to the foregoing provisions, EDS has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and distribution
of the securities being registered payable by the Company.
Securities and Exchange Commission registration fee......... $32,672
Printing and engraving expenses............................. 10,000
Blue Sky fees and expenses.................................. 5,000
Counsel fees................................................ 20,000
Miscellaneous............................................... 10,000
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Total.................................................. $77,672
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW
Section 145(a) of the Delaware General Corporation Law (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 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
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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 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.
RESTATED CERTIFICATE OF INCORPORATION
Article Seventh of the Restated Certificate of Incorporation of the
Company provides that no director of the Company shall be personally liable
to the Company 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 the Company 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 the Company, 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 Restated Certificate of
Incorporation by the stockholders of the Company shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.
BYLAWS
Article VI of the Amended and Restated Bylaws of the Company provides
that each person who at any time shall serve or shall have served as a
director, officer, employee or agent of the Company, or any person who, while
a director, officer, employee or agent of the Company, is or was serving at
the written request of the Company (in accordance with written procedures
adopted from time to time by the Board of Directors of the Company) as a
director, officer, partner, venturer, 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 the Company 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
The Company has entered into Indemnification Agreements (the
"Indemnification Agreements") with its directors and certain of its officers
(the "Indemnitees"). Under the terms of the Indemnification Agreements, the
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<PAGE>
Company 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 the Company 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 the Company 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
the Company (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 the Company, (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 the Company 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 the Company 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 or 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, (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.
Furthermore, under the terms of the Indemnification Agreements, the
Company 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 the Company or otherwise, in advance of any determination with
respect to entitlement to indemnification and within 15 days after the
receipt by the Company 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 the Company 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 the Company 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 the Company.
INSURANCE
The Company 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 the Company.
The above discussion of the Company's Bylaws and of Section 145 of the
DGCL is not intended to be exhaustive and is respectively qualified in its
entirety by such statute and the Bylaws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
The following documents are exhibits to the Registration Statement.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
5 Opinion of D. Gilbert Friedlander, Senior Vice President and
General Counsel of the Company.
23(a) Consent of KPMG Peat Marwick LLP, independent auditors.
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<PAGE>
23(b) Consent of D. Gilbert Friedlander (included in Exhibit 5 to
this Registration Statement).
24 Powers of Attorney (filed herewith as Exhibit 24 with respect
to non-employee directors and included in the signature
page to this Registration Statement with respect to all other
signatories hereto).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant 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
Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
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) of this
section do not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
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<PAGE>
SIGNATURES
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 on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Plano, State of Texas, on the 23rd
day of July, 1996.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ LESTER M. ALBERTHAL, JR.
-----------------------------------
Lester M. Alberthal, Jr.
CHAIRMAN OF THE BOARD, AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lester M. Alberthal, Jr., Gary J.
Fernandes, Joseph M. Grant and Jeffrey M. Heller, 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, in any and all
capacities, to sign any or all amendments (including pre- or post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or his 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, this
Registration Statement has been signed by the following persons on July 23,
1996 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Lester M. Alberthal, Jr. Chairman of the Board, Chief
- - ------------------------------------ Executive Officer and
Lester M. Alberthal, Jr. Director (PRINCIPAL EXECUTIVE
OFFICER)
/s/ Gary J. Fernandes Vice Chairman and Director
- - ------------------------------------
Gary J. Fernandes
/s/ Jeffrey M. Heller President, Chief Operating
- - ------------------------------------ Officer and Director
Jeffrey M. Heller
/s/ Joseph M. Grant Senior Vice President and Chief
- - ------------------------------------ Financial Officer (PRINCIPAL
Joseph M. Grant FINANCIAL OFFICER)
/s/ H. Paulett Eberhart Vice President and Controller
- - ------------------------------------ (PRINCIPAL ACCOUNTING OFFICER)
H. Paulett Eberhart
* Director
- - ------------------------------------
James A. Baker, III
* Director
- - ------------------------------------
Richard B. Cheney
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<PAGE>
* Director
- - ------------------------------------
Ray J. Groves
* Director
- - ------------------------------------
Ray L. Hunt
* Director
- - ------------------------------------
C. Robert Kidder
* Director
- - ------------------------------------
Judith Rodin
* Director
- - ------------------------------------
Enrique J. Sosa
/s/ Lester M. Alberthal, Jr. Director
- - ------------------------------------
*By Lester M. Alberthal, Jr.,
as Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
5 Opinion of D. Gilbert Friedlander, Senior Vice President and
General Counsel of the Company
23(a) Consent of KPMG Peat Marwick LLP, independent auditors.
23(b) Consent of D. Gilbert Friedlander (included in Exhibit 5 to
this Registration Statement).
24 Powers of Attorney (filed herewith as Exhibit 24 with respect
to non-employee directors and included in the signature
page to this Registration Statement with respect to all other
signatories hereto).
II-7
<PAGE>
EXHIBIT 5
D. Gilbert Friedlander
General Counsel
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
July 23, 1996
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024-3105
Gentlemen:
As set forth in the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Electronic Data Systems Corporation, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended,
relating to the offering of 2,000,000 shares (the "Shares") of the Company's
Common Stock, par value $.01 per share ("Company Common Stock"), the validity
of the Shares is being passed upon for you by the undersigned. The Shares
are to be offered on a continuous basis pursuant to the Electronic Data
Systems Corporation Dividend Reinvestment Plan (the "Plan"). At your
request, this opinion is being furnished to you for filing as Exhibit 5 to
the Registration Statement.
In the capacity of Senior Vice President and General Counsel of the
Company, and in connection with the matter referred to above, the undersigned
has become familiarized with the Restated Certificate of Incorporation and
the Amended and Restated Bylaws of the Company, each as amended to date, as a
basis for the opinions hereinafter expressed. In giving such opinions, the
undersigned has relied upon certificates of public officials and
representatives of the Company with respect to the accuracy of the material
factual matters contained in such certificates.
Based upon the undersigned's examination as aforesaid, and subject to
the limitations and qualifications hereinafter set forth, the undersigned is
of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware.
2. The Shares to be offered pursuant to the Plan and as described
in the Registration Statement will, when issued upon payment and
thereafter in accordance with the Plan, be duly authorized, validly
issued, fully paid and nonassessable.
The opinions set forth above are limited to matters governed by the
General Corporation Law of the State of Delaware as in effect on the date
hereof.
<PAGE>
Electronic Data Systems
Corporation Page 2 June 23, 1996
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement and to the reference to the undersigned beneath the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
D. Gilbert Friedlander
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
ELECTRONIC DATA SYSTEMS CORPORATION:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
July 18, 1996
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<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 5, 1996 /s/ JAMES A. BAKER, III
-----------------------------
James A. Baker, III
II-10
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 4, 1996 /s/ RICHARD B. CHENEY
-----------------------------
Richard B. Cheney
II-11
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 3, 1996 /s/ RAY J. GROVES
-----------------------------
Ray J. Groves
II-12
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 3, 1996 /s/ RAY L. HUNT
-----------------------------
Ray L. Hunt
II-13
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 4, 1996 /s/ C. ROBERT KIDDER
-----------------------------
C. Robert Kidder
II-14
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, and each of them, her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for her and
in her name, place and stead, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 3, 1996 /s/ JUDITH RODIN
-----------------------------
Dr. Judith Rodin
II-15
<PAGE>
POWER OF ATTORNEY
The undersigned, a person elected as a director of Electronic Data
Systems Holding Corporation (to be renamed Electronic Data Systems
Corporation) ("EDS") effective immediately following the consummation of the
split-off of EDS from General Motors Corporation ("GM"), hereby constitutes
and appoints Lester M. Alberthal, Jr., Gary J. Fernandes, Jeffrey M. Heller
and Joseph M. Grant, 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, in any and all capacities, to sign (i) the
Registration Statement on Form S-3 of EDS, and any and all amendments thereto
(including post-effective amendments), relating to the registration of up to
2,000,000 shares of common stock, $.01 par value per share, of EDS (the
"Common Stock") pursuant to the Electronic Data Systems Corporation Dividend
Reinvestment Plan and (ii) post-effective amendments by EDS (and all
necessary further post-effective amendments) to the Registration Statements
on Form S-8 of GM adopting such Registration Statements as Registration
Statements of EDS and covering the issuance and sale by EDS of shares of
Common Stock pursuant to (a) the Electronic Data Systems Corporation Stock
Purchase Plan, (b) the 1996 Incentive Plan of Electronic Data Systems
Corporation (and, in the event that such plan is not approved by the common
stockholders of GM, the 1984 Electronic Data Systems Corporation Stock
Incentive Plan), (c) the Electronic Data Systems Corporation Deferred
Compensation Plan, and (d) the EDS Puerto Rico Savings Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Date: June 4, 1996 /s/ ENRIQUE J. SOSA
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Enrique J. Sosa
II-16
