SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 28, 1996
Commission file no. 1-7713
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1728548
(State of incorporation) (I.R.S. Employer
Identification No.)
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (408) 746-6000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]
No [ ]
Number of shares of common stock, $.05 par value, outstanding at
August 2, 1996: 120,871,759.
<PAGE>
PART I. FINANCIAL INFORMATION
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following unaudited consolidated financial statements
reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present
fairly the financial position as of the dates and results of
operations for the periods indicated.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission rules and
regulations. Amdahl Corporation (the Company) believes the
information included in the following report on Form 10-Q, when
read in conjunction with the financial statements and related
notes included in the Company's 1995 Annual Report to
Stockholders, not to be misleading.
CERTAIN OF THE STATEMENTS CONTAINED IN THIS REPORT ON FORM 10-Q
ARE FORWARD LOOKING AND INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES WHICH ARE DESCRIBED IN THE SECTION OF THIS REPORT
TITLED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, THE COMPANY'S 1995 ANNUAL
REPORT TO STOCKHOLDERS AND IN OTHER DOCUMENTS FILED FROM TIME TO
TIME WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, INCLUDING
WITHOUT LIMITATION, THE REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 29, 1995. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE PROJECTED.
The results of operations for the six months ended June 28, 1996,
are not necessarily indicative of results for the entire year
ending December 27, 1996.
<PAGE>
<TABLE>
<CAPTION>
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 28, 1996 AND DECEMBER 29, 1995
(Dollars in thousands, except par value)
1996 1995
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 201,940 $ 192,980
Restricted cash 54,842 -
Short-term investments 227,714 444,006
Receivables, net of allowances 329,024 319,777
Inventories -
Purchased materials 19,240 18,879
Systems in process 34,237 168,322
Finished goods 49,485 87,612
Prepaid expenses and deferred tax benefit 80,420 69,115
----------- -----------
Total current assets 996,902 1,300,691
----------- -----------
Long-term receivables and other assets 31,773 28,083
----------- -----------
Property and equipment, at cost:
Leased systems 38,185 37,937
System spares 358,363 379,797
Production and data processing equipment 321,196 327,051
Office furniture, equipment, and improvements 165,749 173,691
Land and buildings 111,411 111,715
----------- -----------
994,904 1,030,191
Less - Accumulated depreciation and amortization (735,979) (757,523)
----------- -----------
Property and equipment, net 258,925 272,668
----------- -----------
Excess of cost over net assets acquired, net of amortization 197,785 106,756
----------- -----------
$ 1,485,385 $ 1,708,198
=========== ===========
Liabilities and stockholders' equity
Current liabilities:
Notes payable and short-term debt $ 37,618 $ 22,026
Short-term debt - stockholder (Fujitsu Limited) 80,000 -
Accounts payable 104,652 111,871
Accounts payable - stockholder (Fujitsu Limited) 25,532 29,152
Accrued liabilities 498,260 431,600
----------- -----------
Total current liabilities 746,062 594,649
----------- -----------
Long-term debt - stockholder (Fujitsu Limited) - 80,000
----------- -----------
Long-term liabilities 40,800 51,152
----------- -----------
Deferred income taxes 53,404 48,573
----------- -----------
Stockholders' equity:
Common stock, $.05 par value -
Authorized - 200,000,000 shares
Outstanding - 120,701,000 shares in 1996
and 119,259,000 shares in 1995 6,035 5,963
Additional paid-in capital 548,357 542,269
Retained earnings 83,036 370,995
Cumulative translation adjustments 8,392 10,932
Unrealized holding gains (losses) on securities (701) 3,665
----------- -----------
Total stockholders' equity 645,119 933,824
----------- -----------
$ 1,485,385 $ 1,708,198
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(In thousands, except per common share amounts)
FOR THE THREE MONTHS ENDED
JUNE 28, 1996 JUNE 30, 1995
--------------- ---------------
<S> <C> <C>
REVENUES
Equipment sales $ 106,395 $ 215,845
Service, software and other 276,459 162,821
------------- -------------
382,854 378,666
------------- -------------
COST OF REVENUES
Equipment sales 252,350 138,509
Service, software and other 207,398 91,886
------------- -------------
459,748 230,395
------------- -------------
Gross margin (76,894) 148,271
------------- -------------
OPERATING EXPENSES
Engineering and development 32,198 35,727
Marketing, general and administrative 103,621 90,116
Purchased in-process engineering and development 20,700 -
------------- -------------
156,519 125,843
------------- -------------
Income (loss) from operations (233,413) 22,428
------------- -------------
INTEREST
Income 7,503 13,740
Expense (2,526) (2,526)
------------- -------------
4,977 11,214
------------- -------------
Income (loss) before provision for income taxes (228,436) 33,642
PROVISION FOR INCOME TAXES 21,000 7,400
------------- -------------
NET INCOME (LOSS) $ (249,436) $ 26,242
============= =============
Net income (loss) per common share $ (2.07) $ .22
============= =============
Average outstanding shares 120,221 120,540
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(In thousands, except per common share amounts)
FOR THE SIX MONTHS ENDED
JUNE 28, 1996 JUNE 30, 1995
--------------- ---------------
<S> <C> <C>
REVENUES
Equipment sales $ 200,859 $ 432,620
Service, software and other 499,023 317,572
------------- -------------
699,882 750,192
------------- -------------
COST OF REVENUES
Equipment sales 337,934 283,472
Service, software and other 366,260 173,134
------------- -------------
704,194 456,606
------------- -------------
Gross margin (4,312) 293,586
------------- -------------
OPERATING EXPENSES
Engineering and development 62,761 78,647
Marketing, general and administrative 199,974 174,641
Purchased in-process engineering and development 20,700 -
------------- -------------
283,435 253,288
------------- -------------
Income (loss) from operations (287,747) 40,298
------------- -------------
INTEREST
Income 15,899 25,038
Expense (4,742) (5,300)
------------- -------------
11,157 19,738
------------- -------------
Income (loss) before provision for income taxes (276,590) 60,036
PROVISION FOR INCOME TAXES 11,369 13,200
------------- -------------
NET INCOME (LOSS) $ (287,959) $ 46,836
============= =============
Net income (loss) per common share $ (2.40) $ .39
============= =============
Average outstanding shares 119,894 120,100
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
FOR THE SIX MONTHS ENDED
JUNE 28, 1996 JUNE 30, 1995
-------------- -------------
<S> <C> <C>
Cash and cash equivalents at beginning of period $192,980 $358,006
-------------- -------------
Cash flows from operating activities:
Net income (loss) (287,959) 46,836
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Depreciation and amortization 49,154 60,876
Write-off of purchased in-process
engineering & development 20,700 -
Write-down of processor inventories and
leased systems to market value 130,000 -
Deferred income tax provision 4,831 5,860
Loss (gain) on dispositions of assets 318 (127)
Changes in assets and liabilities net of effects
from purchase of Trecom Business Systems, Inc.:
Decrease in receivables 28,446 59,437
Decrease in inventories 63,078 6,099
Increase in prepaid expenses and
deferred tax benefit (6,239) (17,056)
(Increase) decrease in long-term receivables
and other assets (4,932) 6,274
Decrease in accounts payable (13,848) (23,499)
Decrease in accrued liabilities (8,214) (79,836)
Decrease in long-term liabilities (3,203) (4,202)
-------------- -------------
Net cash provided by (used for)
operating activities (27,868) 60,662
-------------- -------------
Cash flows from investing activities:
Purchases of available-for-sale
short-term investments (108,493) (185,835)
Purchases of held-to-maturity
short-term investments - (277,009)
Proceeds from sales and maturities of
available-for-sale short-term investments 265,029 6,491
Proceeds from maturities of held-to maturity
short-term investments - 229,299
Payment for purchase of Trecom Business Systems,
Inc., net of cash acquired and acquisition
price payable (67,005) -
Capital expenditures:
Leased systems (26,131) (7,995)
System spares (5,825) (10,184)
Other property and equipment (22,739) (28,972)
Proceeds from property and equipment sales 2,701 19,296
-------------- -------------
Net cash provided by (used for)
investing activities 37,537 (254,909)
-------------- -------------
Cash flows from financing activities:
Increase (decrease) in notes payable
and short-term debt (3,994) 10,473
Repayments of long-term borrowings (1,042) -
Sale of common stock and exercise of options 6,160 16,551
-------------- -------------
Net cash provided by financing activities 1,124 27,024
-------------- -------------
Effect of exchange rate changes on cash (1,833) 3,467
-------------- -------------
Net increase (decrease) in cash
and cash equivalents 8,960 (163,756)
-------------- -------------
Cash and cash equivalents at end of period $201,940 $194,250
============== =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
AMDAHL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The accompanying interim financial statements and related notes
should be read in conjunction with the financial statements and
related notes included in the Company's 1995 Annual Report to
Stockholders.
RELATIONSHIP WITH FUJITSU LIMITED
During the second quarter of 1996 the Company recognized
equipment sales to Fujitsu Limited (Fujitsu) under
distributorship and other arrangements which contributed
$1,830,000 and $629,000 to equipment sales and gross margin,
respectively, compared to $1,155,000 and $482,000 in the second
quarter of 1995 ($9,316,000 and $1,298,000 for the first six
months of 1996 and $21,121,000 and $8,225,000 for the first six
months of 1995).
In 1995 the Company entered into a contract manufacturing
agreement with HaL Computer Systems, Inc. (HaL), a wholly-owned
subsidiary of Fujitsu, whereby Amdahl agreed to manufacture high
end open system workstations for HaL. The Company also performs
circuit board assembly for Ross Technology, Inc., a majority-
owned subsidiary of Fujitsu. These arrangements contributed
$1,203,000 and a negative $573,000 to equipment sales and gross
margin, respectively, in the second quarter of 1996 ($5,630,000
and a negative $2,109,000 for the first six months of 1996 and
$4,322,000 and $1,776,000 in the first six months of 1995).
Fujitsu reimburses Amdahl for certain specific engineering
development activities performed by Amdahl from time to time
related to products which are being jointly developed by Amdahl
and Fujitsu. In connection with these development efforts,
Amdahl recorded $6,200,000 as an offset to engineering and
development expenses in the second quarter of 1996 ($12,400,000
in the first six months of 1996). No such reimbursements
occurred in 1995.
Amounts due from Fujitsu and their subsidiaries included in
receivables were $27,336,000 and $35,795,000 as of June 28, 1996
and December 29, 1995, respectively.
At June 28, 1996 and December 30, 1995, $80,000,000 was
outstanding under the loan agreement with Fujitsu. This amount
was reclassified from long-term debt to current debt in the first
quarter of 1996, as the amount outstanding is payable in January
1997. Interest expense associated with the loan was $1,364,000
and $1,581,000 in the second quarters of 1996 and 1995,
respectively ($2,922,000 and $2,999,000, in the first six months
of 1996 and 1995, respectively), of which $898,000 and $958,000
was payable and included in accrued liabilities at June 28, 1996
and December 29, 1995, respectively.
SUPPLEMENTARY CASH FLOW DISCLOSURE
Income taxes of $3,162,000 (net of taxes refunded of $7,021,000)
were paid by the Company in the first six months of 1996, and
income taxes of $23,626,000 were paid by the Company in the first
six months of 1995. Interest paid on all borrowings was
$4,842,000 and $5,255,000 for the first six months of 1996 and
1995, respectively.
Noncash Investing Activities
Transfers of Amdahl-manufactured systems from net property, plant
and equipment to inventories were $3,174,000 in the first six
months of 1996 and $12,935,000 in the first six months of 1995.
<PAGE>
ACQUISITION OF TRECOM BUSINESS SYSTEMS, INC.
On April 22, 1996 the Company acquired all of the outstanding
shares of Trecom Business Systems, Inc.(Trecom), a provider of
information technology services. Under the merger agreement
between the Company and Trecom, $66 million of the purchase price
was paid in April 1996 and $65 million is payable without
interest in April 1997. The Company has pledged cash with a
custodian as security for approximately $55 million of the April
1997 payment. This amount was classified as restricted cash on
the Company's balance sheet at June 28, 1996. Additionally, up
to $2 million is payable in the event that Trecom achieves
certain financial goals during the one year period ending March
31, 1997 (the contingent payment). The present value of the
aggregate purchase price at the acquisition date, including
acquisition costs and excluding the contingent payment, was $130
million. In April 1996 the Company also paid down $15 million of
Trecom's debt. The Company funded the April 1996 payments and
intends to fund the April 1997 payment with existing cash. The
results of Trecom's operations have been combined with those of
the Company since the date of acquisition.
The acquisition was accounted for using the purchase method of
accounting. Accordingly, a portion of the purchase price was
allocated to the net assets acquired based on their estimated
fair values. The fair value of tangible assets acquired and
liabilities assumed was $49 million and $34 million,
respectively. In addition, $20,700,000 of the purchase price was
allocated to in-process engineering and development projects that
had not reached technological feasibility and had no probable
alternative future uses, which the Company expensed at the date
of acquisition. The balance of the purchase price, $94 million,
was recorded as excess of cost over net assets acquired
(goodwill) and is being amortized over twenty-five years on a
straight-line basis.
Subsequent to June 28, 1996, $1.2 million of the $2 million
contingent payment was paid to Trecom stockholders. In the third
quarter of 1996 the purchase price will be adjusted and goodwill
increased by this amount. The remaining balance remains
contingent.
The following table reflects unaudited pro forma combined results
of operations of the Company and Trecom on the basis that the
acquisition had taken place and the related charge, noted above,
was recorded at the beginning of the fiscal period for each of
the periods presented:
<PAGE>
<TABLE>
<CAPTION>
(In thousands, except per common share amounts)
FOR THE SIX MONTHS ENDED
JUNE 28, 1996 JUNE 30, 1995
--------------- ---------------
<S> <C> <C>
Revenues $ 737,229 $ 813,737
Net income (loss) (295,894) 26,692
Net income (loss) per common share $ (2.47) $ .22
============= =============
Shares used in computation 119,894 120,100
============= =============
</TABLE>
<PAGE>
In management's opinion, the unaudited pro forma combined results
of operations are not indicative of the actual results that would
have occurred had the acquisition been consummated as of the
dates indicated or of future operating results of the combined
companies under the ownership and management of the Company.
<PAGE>
AMDAHL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis should be read
in conjunction with the Management's Discussion and Analysis
included in the Company's 1995 Annual Report to Stockholders.
Results of Operations
Second quarter of 1996 compared to second quarter of 1995:
Total revenues increased slightly to $382,854,000 in the second
quarter of 1996 from $378,666,000 in the second quarter of 1995
and decreased $50,310,000 or 7% in the first half of 1996 as
compared to the first half of 1995. Equipment sales revenues
decreased 51% in the second quarter of 1996 from the second
quarter of 1995 and decreased 54% in the first half of 1996 as
compared to the first half of 1995. Equipment sales were 28% and
57% of total revenues in the second quarters of 1996 and 1995,
respectively. Revenues from equipment sales of 5995M mainframe
systems decreased 65% in the second quarter of 1996 from the
second quarter of 1995 due to significant declines in pricing and
shipment volumes in the second quarter of 1996 as the Company
continued to transition from older ECL mainframe technology to
CMOS technology. Revenues from storage product equipment sales
decreased 39% in the second quarter of 1996 when compared to the
same period of 1995 as a result of pricing and volume declines
associated with previously reported delays in the introduction of
new storage products. These new products began shipping in the
second quarter of 1996 but will not be available in volume until
the second half of 1996.
Service, software and other revenues were 72% and 43% of total
revenues in the second quarters of 1996 and 1995, respectively.
Service, software and other revenues increased 70% in the second
quarter of 1996 from the second quarter of 1995 and 57% in the
first half of 1996 from the first half of 1995, primarily
reflecting increased consulting services revenues from DMR Group
Inc. (DMR), acquired in the fourth quarter of 1995, and Trecom
Business Systems, Inc. (Trecom), acquired in the second quarter
of 1996.
As a result of the severe 5995M price declines experienced in the
second quarter of 1996, the Company charged cost of equipment
sales for $130 million to reduce end-of-life bipolar 5995M
inventories ($105 million) and leased systems ($25 million) to
market value. As a result, the gross margin was a negative 20%
of revenues in the second quarter of 1996, compared to 39% in the
second quarter of 1995 and a negative 1% of revenues in the first
half of 1996, compared to 39% in the first half of 1995. The
gross margin percentage on equipment sales decreased to a
negative 137% in the second quarter of 1996 from 36% in the
second quarter of 1995 and decreased to a negative 68% in the
first half of 1996 from 34% in the first half of 1995. The gross
margin percentage on service, software and other revenues
decreased to 25% in the second quarter of 1996 from 44% in the
second quarter of 1995 and decreased to 27% in the first half of
1996 from 45% in the first half of 1995 because consulting and
professional services contributed a greater proportion of
revenues in the second quarter of 1996, and these revenues
generate lower gross margins than the Company's traditional
maintenance revenues.
In the second quarter of 1996 the Company recorded a charge to
operating expenses of $21 million to write off purchased in-
process engineering and development associated with the
acquisition of Trecom that had no probable alternative future
uses (see the Notes to the Consolidated Financial Statements).
Second quarter 1996 engineering and development expenses,
excluding this charge, decreased $4 million or 10% when compared
to the second quarter of 1995, due in part to reimbursements
received from Fujitsu (see the Notes to the Consolidated
Financial Statements) and due to the increased reliance on
Fujitsu for the development of the Company's future mainframe and
storage products. Second quarter 1996 marketing, general and
administrative expenses increased $14 million or 15% when
compared to the second quarter of 1995, due to increased
marketing efforts directed towards the Company's non-traditional
product lines and the additional expenses associated with DMR and
Trecom.
Net interest income decreased $6 million in the second quarter of
1996 from the second quarter of 1995 and decreased $9 million in
the first half of 1996 from the first half of 1995 due primarily
to lower cash levels after the acquisition of DMR and Trecom.
<PAGE>
The effective income tax rate was negative 9% in the second
quarter of 1996, compared to 22% in the second quarter of 1995.
The second quarter 1996 tax provision included the reversal of
the $10 million benefit from income taxes recorded in the first
quarter of 1996 and a provision for taxes currently payable in
state and foreign jurisdictions. No tax benefit was recorded for
the loss incurred in the current period. For financial reporting
purposes, the valuation allowance at June 28, 1996 reduced net
deferred tax assets to an amount realizable based upon taxes paid
for prior years without relying on future income. The Company
anticipates that the provision for income taxes in the second
half of 1996 will consist only of minimum state and foreign
taxes.
Factors That May Affect Future Operating Results
The Company expects that revenues attributable to the maintenance
of its new hardware systems will be less than revenues that have
been historically realized from maintenance of its existing
generation of mainframes. The Company is unable to predict the
extent to which this would negatively affect future operating
results.
FINANCIAL CONDITION
JUNE 28, 1996 COMPARED TO DECEMBER 29, 1995
The Company's net cash position (cash, restricted cash and short-
term investments net of short-term and long-term debt, excluding
capitalized lease obligations) decreased by $162 million from
December 29, 1995 to June 28, 1996. Cash, cash equivalents,
restricted cash and short-term investments decreased $152
million, reflecting cash used for operations and the acquisition
of Trecom (see the Notes to the Consolidated Financial
Statements). Receivables increased $9 million, due to the
addition of Trecom's receivables of $45 million, offset by a
reduction in receivables due to lower revenues.
Inventories decreased $172 million, reflecting shipments of end-
of-life 5995M systems and the $105 million write-down of 5995M
inventories to market value.
Property and equipment decreased $35 million due to decreases in
spare parts and the $25 million write-down of 5995M leased
systems, offset to some extent by increased operating leases in
the first half of 1996.
The excess of cost over net assets acquired, net of amortization,
increased $91 million due to the acquisition of Trecom (see the
Notes to the Consolidated Financial Statements).
Accrued liabilities increased $67 million, primarily due to the
present value of the Trecom acquisition price payable, which was
$63 million at June 28, 1996 (see the Notes to the Consolidated
Financial Statements). Increases in other accruals were offset
by charges against accrued restructuring costs, which resulted in
a decrease in the balance from $55 million at December 29, 1995
to $34 million at June 28, 1996.
At June 28, 1996 and December 29, 1995, $80 million was
outstanding under the loan agreement with Fujitsu. This amount
was reclassified from long-term debt to current debt in the first
quarter of 1996, as the amount outstanding is payable in January
1997.
LIQUIDITY
The nature of the computer industry, combined with the current
economic environment, make it very difficult for the Company to
predict future liquidity requirements with certainty. However,
the Company believes that existing cash and short-term
investments will be adequate to finance continuing operations,
investments in property and equipment, inventories and spare
parts, expenditures for the development of new products,
repayment of outstanding debt, and the acquisition of Trecom (see
the Notes to the Consolidated Financial Statements) at least
through 1997.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
Not applicable.
Item 2. Changes in Securities:
Not applicable.
Item 3. Defaults upon Senior Securities:
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders:
(a) Annual Meeting of Stockholders was held on May 2,
1996.
(b) The vote for the nominated Directors was as
follows:
<TABLE>
<CAPTION>
NOMINEE IN FAVOR WITHHELD
------- -------- --------
<S> <C> <C>
John C. Lewis 109,900,714 1,283,358
Keizo Fukagawa 109,545,540 1,638,532
Michael R. Hallman 109,267,061 1,917,011
E. F. Heizer, Jr. 109,580,700 1,603,372
Kazuto Kojima 109,916,854 1,267,218
Burton G. Malkiel 109,934,753 1,249,319
George R. Packard 109,907,887 1,276,185
Walter B. Reinhold 109,913,122 1,270,950
Takamitsu Tsuchimoto 109,918,638 1,265,434
J. Sidney Webb 109,916,880 1,267,192
</TABLE>
(c) Other matters voted upon at the meeting were as
follows:
1. Approval of the Employee Stock Purchase Plan
Restatement was as follows:
<TABLE>
<CAPTION>
% of votes cast
---------------
<S> <C> <C>
For 103,349,358 92.95%
Against 7,570,056 6.81%
Abstain 264,658 0.24%
-----------
Total shares voted 111,184,072
===========
</TABLE>
<PAGE>
2. Ratification of the selection of Arthur
Andersen LLP as independent public accountants for
1996 was approved as follows:
<TABLE>
<CAPTION>
% of votes cast
---------------
<S> <C> <C>
For 110,755,238 99.61%
Against 194,318 0.18%
Abstain 234,516 0.21%
-----------
Total shares voted 111,184,072
===========
</TABLE>
3. Rejection of the Stockholder Proposal on
Nominating Committee was as follows:
<TABLE>
<CAPTION>
% of votes cast
---------------
<S> <C> <C>
For 23,313,904 22.89%
Against 76,346,468 74.94%
Abstain 2,210,818 2.17%
-----------
Total shares voted 101,871,190
===========
Broker Non-votes 9,312,882
</TABLE>
Item 5. Other information:
Not applicable.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
10 Agreement with Named Executive Officer
27 Financial Data Schedule.
(b) Reports on Form 8-K:
Form 8-K filed May 7, 1996.
<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 thereunto duly authorized.
AMDAHL CORPORATION
Date: August 9, 1996 By: /s/ John C. Lewis
-------------- -----------------
John C. Lewis
Chairman of the Board,
President and
Chief Executive Officer
Date: August 9, 1996 By: /s/ Ernest B. Thompson
-------------- ----------------------
Ernest B. Thompson
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Item Description
- ---- -----------
10 Agreement with Named Executive Officer
27 Financial Data Schedule
Exhibit 10
Agreement with Named Executive Officer
On May 1, 1996, the Compensation Committee of Amdahl Corporation
authorized the vesting of David L. Anderson's accounts under the
Long-Term and Short-Term Executive Incentive Performance Plans to
take place between April 1, 1997 and October 1, 1997. The exact
date is to be determined by whether or not Mr. Anderson chooses
to leave the Company, and such vesting is to be contingent upon
Mr. Anderson's agreement not to join a significant competitor,
should he choose to resign.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
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0
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