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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 7, 1998
Electronic Data Systems Corporation
(Exact name of registrant as specified in its charter)
Delaware 01-11779 75-2548221
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5400 Legacy Drive
Plano, Texas 75024-3105
(Address of Principal Executive Offices,
Including Zip Code)
Registrant's telephone number, including area code: (972) 604-6000
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Item 5. Other Events.
On August 6, 1998, Electronic Data Systems Corporation, a Delaware
corporation ("EDS"), issued the press release attached as Exhibit 99(a) hereto
announcing the decision of Lester M. Alberthal, Jr., the Chairman and Chief
Executive Officer of EDS, to retire from EDS.
On August 7, 1998, EDS issued the press release attached as Exhibit
99(b) hereto announcing the proposed secondary offering of Common Stock of EDS
by GM's Hourly-Rate Employees Pension Plan and the estimated impact on EDS'
third quarter 1998 earnings per share of EDS' retirement arrangements with Mr.
Alberthal.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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99(a) Press Release of Electronic Data Systems Corporation
dated August 6, 1998.
99(b) Press Release of Electronic Data Systems Corporation
dated August 7, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ John R. Castle, Jr.
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Name: John R. Castle, Jr.
Title: Executive Vice President
August 7, 1998
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Exhibit 99(a)
CONTACT: Cecilia Stubbs Norwood
(972) 605-7960
[email protected]
For release at 3:10 p.m. CDT, Thursday, August 6th, 1998
ALBERTHAL ANNOUNCES PLANS TO RETIRE Will remain as chairman and CEO during
transition; board commences search for successor
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PLANO, Texas -- EDS announced today that Les Alberthal, chairman and CEO,
informed the company's board of directors at its regularly scheduled meeting
yesterday that he has decided to retire from the company, but will continue as
chairman and CEO until a successor is identified. He will assist the board in
its search for new leadership in any way the board may request.
The company also announced that the board had approved seven officer
promotions.
"After a wonderful tenure of more than 30 years at EDS, including the last
12 as CEO, I'd like to devote more time to my outside and family interests,"
said Alberthal. "While my work and relationships at EDS have been enormously
gratifying, this is a good time for the transition to new leadership. EDS is now
a fully independent company. We are achieving record sales, our reengineering
efforts are well under way, and operational issues are being addressed. I'm
particularly proud of the people of EDS -- the best in the industry -- and of
our leadership team, including the new officers named today. The company is well
positioned and in the process of returning to consistent growth."
<PAGE>
James A. Baker, III, an outside director and chairman of EDS' Governance
Committee, said, "The board agreed to respect Mr. Alberthal's wish to retire,
and greatly appreciates his leadership over the years, as well as his commitment
to continue leading EDS during the search for his successor, which will help
facilitate an orderly transition."
Alberthal is only the second chairman and CEO in EDS' history. During his
tenure in that role, he led numerous changes in the company's organization,
culture and operating practices to better position EDS for explosive growth in
the information services market. Among the results, EDS revenues grew from $4
billion to more than $15 billion as the company expanded its operations to 45
countries. Alberthal also led the company's efforts to attain full independence
from General Motors, which culminated in a June 1996 split-off.
EDS' board stated its intent to promptly commence a comprehensive search
for a new chairman and CEO from outside the company. The search will be
conducted under the leadership of the board's Governance Committee.
At its meeting today, the board also approved the following officer
promotions:
John Bateman, to executive vice president; John is chairman of the
company's EMEA Executive Board, the governing body that oversees strategy and
operating plans for EDS' Europe, Middle East and Africa region.
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<PAGE>
Paulett Eberhart, to senior vice president, finance; Paulett was
previously EDS' corporate controller.
Scott Krenz, to vice president and corporate treasurer; Scott was
previously finance director for EDS' Europe, Middle East and Africa region.
John Adams, to vice president and corporate controller; John's
previous position was assistant controller for EDS.
David Thorpe, to vice president; David is chief operating officer for
EDS' Europe, Middle East and Africa region.
Vincenzo Damiani, to vice president; Vincenzo heads marketing and
business development for EDS' Europe, Middle East and Africa (EMEA) region
and is a member of the EMEA Executive Board.
John Meyer, to vice president; John is president of EDS' Diversified
Financial Services strategic business unit.
"These promotions recognize the consistently outstanding achievements of
each individual to EDS over the years, as well as our belief in their future
contributions to the company's goals and objectives," noted Alberthal. "Along
with others, they will be key to EDS' future success as we continue transforming
the company to meet the increasingly complex challenges of the global
information services market."
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EDS, the official technology services provider for World Cup 1998, is a
leader in the global information services industry. The company's more than
110,000 employees specialize in applying a range of ideas and technologies to
help business and government customers improve their economics, products,
services and relationships. EDS, which serves customers in 45 countries,
reported revenues of $15.2 billion in 1997. The company's stock is traded on the
New York Stock Exchange and the London Stock Exchange. EDS can be visited via
the Internet at http://www.eds.com.
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Exhibit 99(b)
CONTACT: Diane Coffman
(972) 605-6795
[email protected]
FOR RELEASE FRIDAY, AUGUST 7, 1998
EDS ANNOUNCES PROPOSED SECONDARY OFFERING OF
COMMON STOCK BY GM HOURLY-RATE EMPLOYEES PENSION PLAN
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PLANO, Texas--Electronic Data Systems Corporation (EDS) announced today that the
General Motors Hourly-Rate Employees Pension Plan intends to sell up to 10
million shares of EDS common stock in a public offering. The transaction will
include a 15 percent over-allotment option. The sale of the stock by the Hourly
Plan is being directed by the United States Trust Company of New York, an
independent trustee of the Hourly Plan. The offering will be made only by means
of a prospectus. No shares in the offering will be sold by EDS.
Standard & Poor's Corporation has announced that it plans to add the EDS common
stock to the S & P 500 Composite Stock Price Index following the close of
trading on Monday, August 10, 1998. The Hourly Plan has advised EDS that a
material portion of the shares to be offered will be offered to index funds
whose portfolios are primarily based on the stocks included in the S&P 500
Index, in order to fill a portion of the anticipated demand arising from such
inclusion.
The Hourly Plan currently holds approximately 126.5 million shares of EDS common
stock, or approximately 25.7 percent of the outstanding shares.
<PAGE>
"The proposed offering is part of our continuing strategy to diversify the
Hourly Plan's holdings in a manner that is prudent and consistent with
maintaining an orderly market for the EDS common stock," said Charles E. Wert,
head of U.S. Trust's Special Fiduciary Division.
In addition, EDS announced that retirement arrangements for Lester M. Alberthal,
Jr., the company's Chairman and Chief Executive Officer, will adversely impact
earnings in the third quarter of 1998 by an estimated $0.05 per share, primarily
attributable to vesting of restricted stock units previously granted, a
five-year consulting agreement, and pension and other related benefits. On
August 6, 1998, EDS announced that Mr. Alberthal informed the Company's board of
directors that he has decided to retire from the company, but will continue as
chairman and CEO until a successor is identified.
EDS, the official information technology services provider for World Cup 1998,
is a leader in the global information services industry. The company's more than
110,000 employees specialize in applying a range of ideas and technologies to
help business and government customers improve their economies, products,
services and relationships. EDS, which serves customers in 44 countries,
reported revenues of $15.2 billion in 1997. The company's stock is traded on the
New York Stock Exchange and the London Stock Exchange. EDS can be visited via
the internet at http://www.eds.com.
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