SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 2)*
Name of issuer: Science Applications International Corporation
Title of Class of Securities: Class A-Common Stock
CUSIP Number: 808626998
Date of Event Which Requires Filing of this Statement: 2/28/1998
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE>
13G
CUSIP No.: 808626998 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Fiduciary Trust Company, acting in various fiduciary
capacities.
23-2186884
2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
Not Applicable A. B.
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Pennsylvania
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
26,553,297 shares (includes 151,615 shares
representing 5:1 conversion of 30,323 shares Class B
common stock held by ESOP)
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
26,553,297 shares (includes 151,615 shares
representing 5:1 conversion of 30,323 shares Class B
common stock held by ESOP)
<PAGE>
13G
CUSIP No.: 808626998 Page 3 of 6 Pages
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,553,297 shares (includes 151,615 shares
representing 5:1 conversion of 30,323 shares Class B
common stock held by ESOP)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
49.57%
12. TYPE OF REPORTING PERSON
BK
<PAGE>
Page 4 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13G
Under the Securities Act of 1934
------------
Item 1 (a) - Name of Issuer
Science Applications International Corporation
Item 1 (b) - Address of Issuer's Principal Executive Officers:
10260 Campus Point Drive
San Diego, California 92121
Item 2 (a) - Name of Person Filing:
This filing is made by Vanguard Fiduciary Trust
Company, Trustee.
Item 2 (b) - Address of Principal Business Office or, if none, residence
500 Admiral Nelson Blvd., Malvern, PA 19355
Item 2 (c) - Citizenship
Vanguard Fiduciary Trust Company is a trust company
organized under the laws of the Commonwealth of
Pennsylvania.
Item 2 (d) - Title of Class of Securities
Class A-Common
Item 2 (e) - CUSIP Number
808626998
Item 3 - Type of Filing:
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(d),
check whether the person filing is a:
(b) X Bank as defined in Section 3(a)(6) of the Act.
<PAGE>
Page 5 of 6 Pages
Item 4 - Ownership:
(a) Amount Beneficially Owned:
26,553,297 shares (includes 151,615 shares
representing 5:1 conversion of 30,323 shares Class B
common stock held by ESOP)
(b) Percent of Class:
49.57%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 26,553,297
shares (includes 151,615 shares representing 5:1 conversion of
30,323 shares Class B common stock held by ESOP)*
(iii) sole power to dispose or to direct the disposition of: None
(iv) shared power to dispose or to direct the disposition of:
26,553,297 shares (includes 151,615 shares representing 5:1
conversion of 30,323 shares Class B common stock held by
ESOP)**
*Each participant holding shares of Common Stock in the Plan shall instruct the
Trustee how to vote the shares of Company Stock attributable to such
participant's account, whether or not vested. The Trustee, itself or by proxy,
shall vote shares of Common Stock attributable to such participants accounts in
accordance with the instruction of such participants. If, within five business
days prior to any vote of stockholders, the Trustee has not received
instructions from such participants with respect to any shares of Company Stock
in their accounts, the Trustee may vote such shares at such meeting in the same
proportion as the shares for which the Trustee has received timely instructions,
subject to applicable law.
**Shares of Common Stock in the Plan are held in various accounts, allocated by
the source of contribution (employer, the predecessor to the employer or the
employee) and may be disposed of by the Plan or the Trustee only in accordance
with the terms of the Plan.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Subject to the terms of the Plan, participants in the Plan are
entitled to receive certain distributions of assets held by the Plan. Such
distributions may include proceeds from the sale of shares of Common Stock
reflected in this Schedule 13G.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
<PAGE>
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 17, 2000
Vanguard Fiduciary Trust Company, Trustee
By:_______________________________
Name: Dennis Simmons
Title: Secretary
Page 6 of 6 Pages
