ELECTRONIC DATA SYSTEMS CORP /DE/
8-K, 1999-04-30
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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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): April 29, 1999



                       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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<PAGE>

Item 5.  Other Events.

         On  April 29, 1999, Electronic  Data  Systems  Corporation,  a Delaware
corporation  ("EDS"), issued the press release attached as Exhibit 99(a) hereto.



Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

         Exhibit
         Number            Description of Document
         -------           -----------------------
 
          99(a)            Press Release of Electronic Data Systems Corporation
                           dated April 29, 1999.


<PAGE>


                                   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/ D. Gilbert Friedlander
                                                  -----------------------------
                                            Name:    D. Gilbert Friedlander
                                            Title:   Senior Vice President and
                                                       Secretary


April 29, 1999


                                       2

                                                              Exhibit 99(a)
                                                              -------------


                                                         CONTACT:
                                                         Reed Byrum - EDS
                                                         (+1) (972) 605-6790
                                                         [email protected]

FOR RELEASE 3:05 P.M. CDT, THURSDAY, APRIL 29, 1999

EDS ANNOUNCES FIRST-QUARTER RESULTS

Revenues 10 percent higher than last year
- --------------------------------------------------------------------------------

PLANO,  Texas - EDS reported  today that  revenues for the first quarter of 1999
reached $4.3 billion,  exceeding the first quarter 1998 level of $3.9 billion by
10 percent.  Excluding  certain  pre-tax  charges and gains  totaling a negative
$316.3  million,  net income for the  quarter  was $181.8  million  and  diluted
earnings per share were $0.36. Including these items, the company recorded a net
loss of $20.6 million and a diluted loss per share of $0.04.

During the first quarter of 1999, the company recorded  restructuring  and other
pre-tax charges totaling $379.8 million.  These charges resulted  primarily from
costs  associated  with   approximately   5,200  employee   separations,   asset
writedowns, the consolidation of certain operations, and the discontinuation and
exit of certain  service  offerings.  These charges were  partially  offset by a
pre-tax gain of $63.5 million  related to the sale of a portion of the company's
limited  partnership  investments.  Net  income  for the first  quarter of 1998,
excluding a pre-tax charge of $42.5 million associated with acquired  in-process
research and development, was $211.3 million and diluted earnings per share were
$0.43. Including this charge, net income was $184.2 million and diluted earnings
per share were $0.37.

Management's Comments

"While results for the first quarter were as expected,  we have  established the
momentum for cost-cutting and growth-enhancing changes at EDS," said Dick Brown,
chairman  and chief  executive  officer of EDS.  "We expect this to be a year of
transformation for EDS and plan to regain our

<PAGE>

EDS ANNOUNCES FIRST-QUARTER EARNINGS
- -------------------------------------------------------------------------------

core market position as a result of the changes we are making. We have the basic
elements for success--a strong balance sheet,  positive cash flows, a robust and
growing marketplace, and a strong customer base."


New Business

EDS reported  new  contract  signings  totaling  $3.0  billion  during the first
quarter, including 39 contracts valued at greater than $10.0 million each. These
signings  included two major  international  agreements.  In Italy, EDS and ENI,
Italy's  largest energy  company,  signed an agreement for about $500 million to
provide an array of  information  technology  services to ENI over the next five
years.

In Australia,  EDS signed a five-year  contract for  approximately  $300 million
with the Australian  Taxation Office (ATO).  The contract is part of the federal
government's program to outsource most of its information technology activities.
Under the terms of the agreement,  EDS will provide ATO with  cost-effective and
scalable mainframe services, a standardized desktop/LAN environment,  integrated
voice/data  network,  data  warehouse  services,  document  delivery and service
request, and problem and management process through a new help desk.

Alliances

EDS and NCR  Corporation  formed a  partnership  in the first quarter to deliver
business  intelligence  services  that create  information  arsenals by bundling
management and solutions  consulting with technical delivery across the extended
enterprise.  Also  during  the  quarter,  EDS and SAP  America,  Inc.  formed  a
partnership to offer enterprise  resource planning  applications to mid-size and
small businesses throughout the country.


<PAGE>

EDS ANNOUNCES FIRST-QUARTER EARNINGS
- -------------------------------------------------------------------------------

News Highlights

During the first quarter, EDS and MCI WorldCom agreed to the largest outsourcing
framework  ever  in the  telecommunications  industry.  Under  the  terms  being
discussed,  EDS will provide MCI with major information  technology services and
will  outsource the bulk of its global  network to MCI  WorldCom.  Additionally,
during April,  EDS acquired MCI  Systemhouse  for $1.65 billion,  an information
technology services provider that generated $1.7 billion in revenue in 1998. The
two  companies  will  also  go  to  market   together  by  capitalizing  on  the
fast-growing demand for global communications and data services.


Also during the first quarter,  EDS named to its executive  management  roster a
new executive vice president and chief financial officer, Jim Daley. Daley spent
35 years at Price  Waterhouse,  L.L.P.  in a  variety  of  executive  positions,
including co-chairman and chief operating officer,  vice  chairman-international
and the global  accounting  business  services  leader for the firm's  financial
services practice.

Troy Todd joined EDS in April as executive vice president, leadership and change
management.  A former chief  executive  officer of three services  corporations,
Todd  brings  to EDS a  wealth  of human  resources,  employee  development  and
operations experience.

Corporate Information

EDS has been a leader in the global information  services industry for more than
35 years.  The company  delivers  systems and technology  expertise,  management
consulting, business process management and electronic business leadership. EDS,
which reported  revenues of $16.9 billion in 1998,  offers  solutions to improve
the  performance of more than 9,000 business and government  clients in about 50
countries.  The  company's  stock  is  traded  on the New  York  Stock  Exchange
(NYSE:EDS)  and the  London  Stock  Exchange.  Visit  EDS via  the  Internet  at
www.eds.com.

<PAGE>

EDS ANNOUNCES FIRST-QUARTER EARNINGS
- -------------------------------------------------------------------------------


The  statements  in this news  release  regarding  the  amount  of  new-contract
signings and EDS' 1999  performance are  forward-looking  statements  within the
meaning of the federal securities laws. These statements are subject to numerous
risks and uncertainties, many of which are beyond EDS' control, that could cause
actual  results  to differ  materially  from such  statements.  For  information
concerning these risks and  uncertainties,  see EDS' filings with the Securities
and Exchange Commission.  EDS disclaims any intention or obligation to update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.


<PAGE>



EDS ANNOUNCES FIRST-QUARTER EARNINGS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

SUMMARY OF RESULTS OF OPERATIONS
(in millions, except per-share amounts)
                                             First Quarter Ended
                                             -------------------
                                                  March 31,
                                            1999              1998
                                            ----              ----
<S>                                    <C>                <C>         
Revenues (1)                           $  4,326.3         $  3,942.0

Costs and Expenses
    Cost of revenues                      3,608.7            3,228.2
    Selling, general & administrative       443.9              410.6
    Restructuring and other charges         379.8               42.5
                                        ---------          ---------
Total Costs and Expenses                  4,432.4            3,681.3
                                        ---------          ---------

Operating Income (Loss)                    (106.1)             260.7

Interest Expense and Other, Net (2)          73.9               27.0
                                        ---------          ---------

Income (Loss) Before Income Taxes           (32.2)             287.7

Provision (Benefit) for Income Taxes        (11.6)             103.5
                                        ---------          ---------

Net Income (Loss)                      $    (20.6)        $    184.2
                                        =========          =========

Earnings Per Share (3)
    Basic                              $    (0.04)        $     0.37
    Diluted                                 (0.04)              0.37

Weighted Average Number of
    Shares Outstanding
    Basic                                   492.2              491.5
    Diluted                                 492.2              496.2

Cash Dividends Per Share               $     0.15         $     0.15

</TABLE>

(1)  Revenues related to General Motors and its affiliates  amounted to $1,035.3
     million and $995.3  million for the quarters ended March 31, 1999 and 1998,
     respectively.  
(2)  Includes a pre-tax gain of $63.5  million  recorded in the first quarter of
     1999 related to the sale of a portion of the Company's limited  partnership
     investments.
(3)  Excluding the pre-tax charge of $379.8 million ($0.48 per share, after-tax)
     for  restructuring  and other charges,  and the $63.5 million  pre-tax gain
     ($0.08 per share,  after-tax),  diluted  earnings per share would have been
     $0.36  for the  first  quarter  of  1999.  For  purposes  of the  preceding
     calculations,  the weighted average number of shares  outstanding was 501.9
     million.  Excluding  a $42.5  million  pre-tax  charge  ($0.06  per  share,
     after-tax)  for  acquired  in-process  research  and  development,  diluted
     earnings per share for the first quarter of 1998 would have been $0.43.


<PAGE>


EDS ANNOUNCES FIRST-QUARTER EARNINGS
- ------------------------------------------------------------------------------


<TABLE>
<CAPTION>
SUMMARY OF CONSOLIDATED BALANCE SHEETS
(in millions)
                                                  March 31,          Dec 31,
                                                    1999              1998
                                                    ----              ----
<S>                                               <C>               <C>
ASSETS
Current Assets
    Cash and marketable securities                $ 1,470.7         $ 1,311.7
    Accounts receivable                             3,901.2           3,835.0
    Prepaids and other                                455.7             486.6
                                                   --------          --------
Total Current Assets                                5,827.6           5,633.3
                                                   --------          --------


Property and Equipment, Net                         2,597.3           2,708.1
                                                    -------           -------

Operating and Other Assets
    Investments and other assets                    1,493.6           1,717.6
    Software, goodwill, and other intangibles, net  1,401.6           1,467.1
                                                    -------           -------
Total Operating and Other Assets                    2,895.2           3,184.7
                                                    -------           -------

Total Assets                                       $11,320.1        $11,526.1
                                                    ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities

    Accounts payable                               $   322.6        $   329.8
    Accrued liabilities                              2,719.4          2,511.1
    Deferred revenue                                   617.0            593.3
    Income taxes                                        72.2            174.9
    Current portion of long-term debt                   44.5             47.7
                                                    --------         --------
Total Current Liabilities                            3,775.7          3,656.8
                                                    --------         --------

Deferred Income Taxes                                  342.7            362.6
Long-term Debt                                       1,188.5          1,184.3
Redeemable Preferred Stock of Subsidiaries
    and Minority Interests                             403.2            405.9
Total Stockholders' Equity                           5,610.0          5,916.5
                                                    --------         --------
Total Liabilities
    and Stockholders' Equity                       $11,320.1        $11,526.1
                                                    ========         ========

</TABLE>



<PAGE>







EDS ANNOUNCES FIRST-QUARTER EARNINGS
- ------------------------------------------------------------------------------


<TABLE>
<CAPTION>
SUMMARY OF CONSOLIDATED CASH FLOWS
(in millions)
                                                                  Three Months Ended
                                                                        March 31,    
                                                                 1999             1998
                                                                 ----             ----

<S>                                                           <C>              <C>
Net Cash provided by Operating Activities (1)                 $   369.0        $   623.6
                                                               --------         --------

Cash Flows from Investing Activities
   Proceeds from sales of marketable securities                    69.2             54.3
   Proceeds from investments and other assets                     270.7            125.9
   Payments for purchases of property and equipment              (148.5)          (189.9)
   Payments for investments and other assets                      (53.5)          (110.1)
   Payments related to acquisitions, net of cash acquired         (12.1)           (89.7)
   Payments for purchases of software and other intangibles       (30.0)           (37.2)
   Payments for purchases of marketable securities                (25.1)           (37.1)
   Other                                                           32.4             22.1
                                                               --------         --------
       Net cash provided by (used in) investing activities        103.1           (261.7)
                                                               --------         --------

Cash Flows from Financing Activities
   Proceeds from long-term debt                                    19.0          1,278.8
   Payments on long-term debt                                     (23.0)        (1,424.3)
   Purchase of treasury stock                                    (144.9)           (77.0)
   Employee stock transactions and related tax benefits            (3.0)            29.2
   Dividends paid                                                 (73.6)           (73.8)
                                                               --------         --------
       Net cash used in financing activities                     (225.5)          (267.1)
                                                               --------         --------
Effect of Exchange Rate Changes on Cash
    and Cash Equivalents                                          (39.8)            (3.2)
                                                               --------         --------
Net Increase in Cash and Cash Equivalents                         206.8             91.6
                                                               --------         --------
Cash and Cash Equivalents at Beginning of Period                1,038.8            677.4
                                                               --------         --------
Cash and Cash Equivalents at End of Period                    $ 1,245.6        $   769.0
                                                               --------         --------

</TABLE>

(1) Depreciation  and amortization for the three months ended March 31, 1999 and
    1998, was $312.0 million and $321.3 million, respectively.





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