SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1 to
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: COMMISSION FILE NUMBER:
JANUARY 31, 1999 0-3713
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NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0850527
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11000 PRAIRIE LAKES DRIVE
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/829-3000
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares--par value $.03 a share
(Title of Class)
Rights to Purchase Series A Participating Preferred Stock
(Title of Class)
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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 such shorter periods 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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. ____
State the aggregate market value of the voting shares held by non-affiliates of
the registrant as of March 31, 1999.
Common Shares, $.03 par value -- $701,358,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of April 20, 1999.
Common Shares, $.03 par value - 31,593,000 shares
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL COMPUTER SYSTEMS, INC.
Dated: May 5, 1999 By: /s/ J. W. FENTON, JR.
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J. W. Fenton, Jr.
SECRETARY-TREASURER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K on Form 10-K/A has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By RUSSELL A. GULLOTTI * Chairman of the Board of Directors,
---------------------- President and Chief Executive
Russell A.Gullotti Officer (principal executive officer)
By William J. Cadogan * Director
----------------------
William J. Cadogan
By DAVID C. COX * Director
----------------------
David C. Cox
By DELORES M. ETTER * Director
----------------------
Delores M. Etter
By MOSES S. JOSEPH * Director
----------------------
Moses S. Joseph
By JEAN B. KEFFELER * Director
----------------------
Jean B. Keffeler
By STEPHEN G. SHANK * Director
----------------------
Stephen G. Shank
By JOHN E. STEURI * Director
----------------------
John E. Steuri
By JEFFREY W. TAYLOR * Vice President and Chief
---------------------- Financial Officer (principal
Jeffrey W. Taylor financial officer and
principal accounting officer)
* Executed on behalf of the indicated officers and directors of the registrant
by J. W. Fenton, Jr., Secretary-Treasurer, duly appointed attorney-in-fact.
/s/ J. W. FENTON, JR.
------------------- Dated: May 5,1999
J. W. Fenton, Jr.
(ATTORNEY-IN-FACT)
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC.
EXHIBIT INDEX
EXHIBIT
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13 Report of Independent Auditors dated March 1, 1999
EXHIBIT 13
Report of Independent Auditors
We have audited the accompanying consolidated balance sheets of National
Computer Systems, Inc. and subsidiaries as of January 31, 1999 and 1998, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the three years in the period ended January 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of National Computer
Systems, Inc. and subsidiaries at January 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended January 31, 1999, in conformity with generally
accepted accounting principles.
/s/Ernst & Young LLP
Minneapolis, Minnesota
March 1, 1999
