<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 11-K
__________________________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _______________ TO _______________
COMMISSION FILE NUMBER 0-14376
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF
DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
ORACLE CORPORATION
401(K) SAVINGS AND INVESTMENT PLAN
B. NAME OF ISSUER OF THE SECURITIES PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
ORACLE SYSTEMS CORPORATION
500 ORACLE PARKWAY
REDWOOD SHORES, CA 94065
The Index to Exhibits appears on page ____.
Page 1 of ____
<PAGE> 2
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422637
PLAN 001
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits as of
December 31, 1993 1
Statement of Net Assets Available for Benefits as of
December 31, 1992 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1993 3
Notes to Financial Statements as of December 31, 1993 4
SCHEDULES
Schedule of Assets Held for Investment Purposes as of
December 31, 1993 8
Schedule of Loans or Fixed Income Obligations as of
December 31, 1993 9
Schedule of Reportable Transactions for the Year Ended
December 31, 1993 10
</TABLE>
<PAGE> 4
Report of Independent Public Accountants
To the Plan Administrators of
Oracle Corporation 401(k) Savings and Investment Plan:
We have audited the accompanying statements of net assets available for
benefits of Oracle Corporation 401(k) Savings and Investment Plan as of
December 31, 1993 and 1992, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Plan Administrators. Our responsibility is to express an opinion on these
financial statements and schedules 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 net assets available for benefits of the Plan as of
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed
in the accompanying index are presented for purposes of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects, in relation
to the basic financial statements taken as a whole.
San Jose, California
June 28, 1994
<PAGE> 5
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422637
PLAN 001
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Oracle
Merrill Merrill Merrill Merrill Systems
Lynch Lynch Lynch Lynch Corporation
Guaranteed Institutional Capital Pacific Common
Total Fund Fund Fund Fund Stock
----------- ----------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- - ------
INVESTMENTS, at fair value:
Oracle Systems Corporation Common
Stock $16,573,887 $ -- $ -- $ -- $ -- $16,573,887
Merrill Lynch Institutional Fund 354,066 354,066
Merrill Lynch Capital Fund 16,657,997 -- -- 16,657,997 -- --
Merrill Lynch Pacific Fund 9,787,715 -- -- -- 9,787,715 --
Merrill Lynch Guaranteed Fund 10,371,006 10,371,006 -- -- -- --
Cash equivalents 1,311,486 417,247 385,057 197,382 165,748 146,052
Loans to members 1,096,171 202,500 282,581 196,584 106,404 308,102
------------ ------------ ------------- ------------ ----------- ------------
Total investments 56,152,328 10,990,753 1,021,704 17,051,963 10,059,867 17,028,041
CASH 6,021,431 -- 6,021,431 -- -- --
----------- ----------- ----------- ----------- ---------- -----------
TOTAL PLAN ASSETS 62,173,759 10,990,753 7,043,135 17,051,963 10,059,867 17,028,041
LIABILITIES -- -- -- -- -- --
------------ ------------ ----------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $62,173,759 $10,990,753 $7,043,135 $17,051,963 $10,059,867 $17,028,041
=========== =========== ========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 6
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422637
PLAN 001
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
<CAPTION> Oracle
Merrill Merrill Merrill Merrill Systems
Lynch Lynch Lynch Lynch Corporation
Guaranteed Institutional Capital Pacific Common
Total Fund Fund Fund Fund Stock
----------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- - ------
INVESTMENTS, at fair value:
Oracle Systems Corporation
Common Stock $ 8,074,645 $ - $ - $ - $ - $8,074,645
Merrill Lynch Institutional Fund 6,868,471 - 6,868,471 - - -
Merrill Lynch Capital Fund 10,533,617 - - 10,533,617 - -
Merrill Lynch Pacific Fund 5,157,601 - - - 5,157,601 -
Merrill Lynch Guaranteed Fund 7,550,610 7,550,610 - - - -
Cash equivalents 158,945 (4,481) 12,572 4,389 5,437 141,028
Loans to members 592,770 91,763 232,863 78,302 100,069 89,773
----------- ---------- ---------- ----------- ---------- ----------
Total investments 38,936,659 7,637,892 7,113,906 10,616,308 5,263,107 8,305,446
CONTRIBUTIONS RECEIVABLE 300,547 69,646 36,169 102,358 49,953 42,421
----------- ---------- ---------- ----------- ---------- ----------
TOTAL PLAN ASSETS 39,237,206 7,707,538 7,150,075 10,718,666 5,313,060 8,347,867
LIABILITIES - - - - - -
----------- ---------- ---------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $39,237,206 $7,707,538 $7,150,075 $10,718,666 $5,313,060 $8,347,867
=========== ========== ========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
- 2 -
<PAGE> 7
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422637
PLAN 001
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Oracle
Merrill Merrill Merrill Merrill Systems
Lynch Lynch Lynch Lynch Corporation
Guaranteed Institutional Capital Pacific Common
Total Fund Fund Fund Fund Stock
----------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions $13,578,642 $ 2,821,078 $1,401,171 $ 4,713,638 $ 2,222,176 $ 2,420,579
Rollover contributions from members 2,375,311 622,316 150,546 848,846 321,365 432,238
----------- ----------- ---------- ----------- ----------- -----------
15,953,953 3,443,394 1,551,717 5,562,484 2,543,541 2,852,817
----------- ----------- ---------- ----------- ----------- -----------
Investment income-
Dividends 1,825,504 535,220 213,186 1,044,357 28,764 3,977
Interest 5,272 -- -- 3,162 2,110 --
----------- ----------- ---------- ----------- ----------- -----------
1,830,776 535,220 213,186 1,047,519 30,874 3,977
----------- ----------- ---------- ----------- ----------- -----------
Net realized and unrealized appreciation
in fair value of investments 10,417,453 -- -- 728,244 1,924,091 7,765,118
----------- ----------- ---------- ----------- ----------- -----------
Total additions 28,202,182 3,978,614 1,764,903 7,338,247 4,498,506 10,621,912
DEDUCTIONS:
Distribution of benefits to members 5,265,629 1,208,754 754,678 1,362,296 592,242 1,347,659
----------- ----------- ---------- ----------- ----------- -----------
Net additions 22,936,553 2,769,860 1,010,225 5,975,951 3,906,264 9,274,253
TRANSFERS BETWEEN INVESTMENT OPTIONS -- 513,355 (1,117,165) 357,346 840,543 (594,079)
----------- ----------- ---------- ----------- ----------- -----------
Net increase (decrease) 22,936,553 3,283,215 (106,940) 6,333,297 4,746,807 8,680,174
NET ASSETS AVAILABLE FOR BENEFITS AT
BEGINNING OF YEAR 39,237,206 7,707,538 7,150,075 10,718,666 5,313,060 8,347,867
----------- ----------- ---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $62,173,759 $10,990,753 $7,043,135 $17,051,963 $10,059,867 $17,028,041
=========== =========== ========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 8
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422637
PLAN 001
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
1. THE PLAN:
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
Oracle Systems Corporation (the "Company") established the Oracle Corporation
401(k) Savings and Investment Plan effective January 1, 1986. Effective
January 1, 1990, the plan was restated as the Oracle Corporation 401(k) Savings
and Investment Plan (the "Plan"). The Plan, as restated, allows participants
to invest in the common stock of Oracle Systems Corporation. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974.
All employees regularly scheduled to work a minimum of thirty hours per week on
the domestic payroll of the Company and its subsidiaries that have adopted the
Plan are eligible to participate in the Plan on the first quarterly entry date
following their date of hire. The Company may, at its sole discretion, amend
or terminate the Plan. The Plan is administered by plan administrators
appointed by the Company. Merrill Lynch Trust Company (the "Trustee" or
"Merrill Lynch") serves as trustee of the Plan. The Plan pays investment
transaction fees directly, while the Company pays for other administrative fees
of the Plan.
Participants may elect to defer up to 15% of their annual compensation to the
Plan. Annual additions to each member's account are limited, based upon
Internal Revenue Service regulations. For the Plan years ended December 31,
1993 and 1992, the IRS maximum allowable contributions were $8,944 and $8,728,
respectively.
Generally, contributions made in accordance with the Plan and the earnings on
those contributions will not be treated as taxable income to the participants
until such amounts are distributed and received by the participants as allowed
by Section 401(k) of the Internal Revenue Code.
Contributions are fully vested and nonforfeitable. Each participant has the
right to direct the investment of such contributions and may borrow from their
participant accounts in accordance with Plan guidelines.
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<PAGE> 9
The Plan allows for five investment options as follows:
1. Oracle Systems Corporation Common Stock--Contributions to
---------------------------------------
this fund are used to purchase common stock of the Company.
No cash dividends have been declared or paid by the
Company.
2. Merrill Lynch Guaranteed Fund--Contributions to this fund
-----------------------------
are invested in guaranteed investment contracts and since
April 1, 1992, also in money market and other short-term
instruments.
3. Merrill Lynch Institutional Fund--Contributions to this
--------------------------------
fund are invested in short-term money market instruments
such as Treasury Bills, certificates of deposit and
commercial paper.
4. Merrill Lynch Capital Fund--Contributions to this fund are
--------------------------
invested in various common stocks, bonds and money market
instruments.
5. Merrill Lynch Pacific Fund--Contributions to this fund are
--------------------------
invested primarily in securities of companies located in
the Far East and Western Pacific. This fund seeks
long-term capital appreciation.
In addition, as disclosed below, participants may borrow from their accounts in
accordance with the Plan agreement.
Hewitt Associates, the recordkeeper of the Plan, maintains individual
investment accounts for all participants and provides participants with
periodic activity statements.
Generally, distributions are made only upon termination of employment or for
reasons of retirement, death or disability. However, withdrawals may be made
in the event of certain other conditions as specified in the Plan, such as
financial hardship or termination of the Plan. Approximately $80,000 and
$991,000 of net assets available for benefits was in the process of being
distributed at December 31, 1993 and 1992, respectively, based upon requests
from participants.
The Plan specifies criteria whereby participants can obtain loans against their
account balances. Generally such loans must be for at least $1,000, cannot
exceed $50,000, bear interest at the Eleventh District cost of funds plus two
points (5.9% at December 31, 1993) and generally become due in five to ten
years.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
The accounts of the Plan are maintained on the cash basis of accounting. The
accompanying statements of net assets available for benefits and statement of
changes in net assets available for benefits include all material adjustments
necessary to present them on the accrual basis of accounting.
- 5 -
<PAGE> 10
Cash Equivalents
Cash equivalents consist of funds invested in Merrill Lynch cash
management accounts.
Valuation of Investments
Investments are stated at fair value, defined as follows: Investments in
Oracle Systems Corporation's common stock are valued at the closing price of
the stock as of the end of the Plan year as reported by the NASDAQ national
market system. Investments in the Merrill Lynch Institutional Fund, Capital
Fund and Pacific Fund are valued at the closing market price as of the end of
the Plan year. Investments in the Merrill Lynch Guaranteed Fund are valued at
the amount contributed plus interest earned less withdrawals for insurance
contracts and at the last reported sales price as of the end of the Plan year
for money market and other short-term investments.
The net realized and unrealized appreciation in the fair value of investments
in the accompanying statements of changes in net assets available for benefits
reflects the net difference between the market value and cost of investments
bought and sold as well as held and distributed during the year.
3. POTENTIAL CLASS ACTION RECOVERY:
The Plan is a member of a plaintiff's class in a class action and
stockholder derivative lawsuit filed against the Company on or after March 29,
1990. The class action was brought by and on behalf of purchasers of the
Company's common stock during the period July 11, 1989 through September 26,
1990. On February 1, 1993, all parties entered into agreements to settle the
class action lawsuit and certain derivative suits. No estimate of the
potential amount to be realized by the Plan has been determined as the net
amount remaining after payments of legal expenses and other costs is not yet
known. Consequently, the amount of potential settlement proceeds to the Plan
as of December 31, 1993 has not been included in the accompanying financial
statements.
4. INCOME TAXES:
The trust established under the Plan is qualified under the Internal Revenue
Code as exempt from Federal income taxes. Although the Plan has a favorable
determination letter from the Internal Revenue Service ("IRS"), it has not yet
been updated for the 1990 restatement. The Company and its counsel are of
the opinion that the Plan is designed and being operated in accordance with
applicable IRS requirements and, therefore, the trust continues to be
tax-exempt.
- 6 -
<PAGE> 11
5. SUBSEQUENT EVENT:
The Company's 401(k) committee voted during the year to transfer the plan
assets from Merrill Lynch Funds to Fidelity Investment Funds. Fidelity assumed
responsibility for both trustee and recordkeeper responsibilities as a result
of this transition. The transition of the funds was effective January 4, 1994.
In conjunction with the change in trustees, the 401(k) committee approved
certain changes to the Plan, including allowing employees to enter
the Plan or change their contribution percentage on a monthly basis;
implementing employer matching contributions equal to 50% of the employee's
first 6% in contributions, and vesting for breaks-in-service and expatriates.
If approved by the Company's Board of Directors, then the changes may be
effective as of January 1, 1994.
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<PAGE> 12
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422367
PLAN NUMBER 001
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description Cost Value
--- --------------------------------- -------------------------- ----------- -----------
<S> <C> <C> <C> <C>
* Merrill Lynch CMA Money Fund 1,311,486 shares of money
and Government Securities Fund market investments $ 1,311,486 $ 1,311,486
* Oracle Systems Corporation 572,383 shares of common
stock 5,463,572 16,573,887
* Merrill Lynch Institutional Fund 354,066 shares of mutual
fund investments 354,066 354,066
* Merrill Lynch Capital Fund 600,263 shares of mutual
fund investments 16,275,525 16,657,997
* Merrill Lynch Pacific Fund 464,960 shares of mutual
fund investments 8,784,532 9,787,715
* Merrill Lynch Guaranteed Fund 10,371,006 shares of
mutual fund investments 10,371,006 10,371,006
* Participant Loans 6% - 13% interest, secured
by account balance 1,096,171 1,096,171
----------- -----------
$43,656,358 $56,152,328
=========== ===========
</TABLE>
* Party-In-Interest
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<PAGE> 13
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422367
PLAN NUMBER 001
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME
OBLIGATIONS AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Amount Received During 1993 (f)
(c) --------------------------- Unpaid Principal
(b) Original (d) (e) Balance as of
(a) Identity and Address of Obligor Amount of Loan Principal Interest 12/31/93
- - --- ------------------------------- -------------- --------- -------- ----------------
<S> <C> <C> <C> <C>
Bockoven, John $18,000 $1,301 $1,183 $16,699
1010 Alameda De Las Pulgas #49
San Mateo, CA 91403
Cassidy, Pete $8,000 $286 $101 $7,714
2300 Colleen Court
Carrollton, TX 75007
</TABLE>
<TABLE>
<CAPTION>
(g)
Description Amount Overdue*
------------------------------------------------------------- --------------------
Loan Issue Maturity Interest Type & Value (h) (i)
Date Date Rate of Collateral Principal Interest
---------- -------- -------- ------------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Bockoven, John 11/11/92 11/30/92 6.8050% 401(k) account balance $16,699 $5,655
1010 Alameda De Las Pulgas #49
San Mateo, CA 91403*
Cassidy, Pete 6/17/93 6/30/98 6.1710% 401(k) account balance $7,714 $1,206
2300 Colleen Court
Carrollton, TX 75007
</TABLE>
* These loans will be reported as distributions in 1994
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<PAGE> 14
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
EIN 94-2422367
PLAN NUMBER 001
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
(f) (h)
Number of Expense Current Value (i)
(a) (b) Transactions (c) (d) (e) Incurred (g) of Asset on Net
Identity of Description --------------- Purchase Selling Lease with Cost of Transaction Gain or
Party Involved of Asset Purchases Sales Price Price Rental Transaction Asset Date (Loss)
- - ------------------- ------------ --------- ----- ---------- ---------- ------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*Merrill Lynch CMA
Money Fund and
Government Money Market
Securities Fund Investments 470 - $28,831,860 $ - $ - $ - $28,831,860 $28,831,860 $ -
- 392 - 30,302,291 - - 30,302,291 30,302,291 -
*Oracle Systems
Corporation
Common Stock Common Stock 62 - 2,848,695 - - - 2,848,695 2,848,695 -
- 23 - 2,116,302 - - 707,027 2,116,302 1,409,275
*Merrill Lynch Mututal Fund
Institutional Fund Investment 79 - 2,538,854 - - - 2,538,854 2,538,854 -
- 68 - 9,411,205 - - 9,411,205 9,411,205 -
*Merrill Lynch Mutual Fund
Capital Fund Investment 106 - 7,317,041 - - - 7,317,041 7,317,041 -
- 21 - 1,789,548 - - 1,714,957 1,789,548 74,591
*Merrill Lynch Mututal Fund
Pacific Fund Investment 70 - 3,842,916 - - - 3,842,916 3,842,916 -
- 22 - 1,076,760 - - 1,057,318 1,076,760 19,442
*Merrill Lynch Mututal Fund
Guaranteed Fund Investment 312 - 5,176,844 - - - 5,176,844 5,176,844 -
- 17 - 2,158,722 - - 2,158,722 2,158,722 -
</TABLE>
* Party-In-Interest
- 10 -
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the plan have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 28, 1994
ORACLE CORPORATION
401(k) SAVINGS AND INVESTMENT PLAN
/s/ Phillip Wilson
------------------------------------
PHILLIP WILSON
CHAIRPERSON
OF THE
ADMINISTRATIVE COMMITTEE
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Sequential
Number Description Page No.
- - ------------ ------------------------------------------ -----------
<S> <C> <C>
23 Consent of Arthur Andersen & Co.
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the Company's
previously filed Registration Statement on Form S-8 File No. 33-33564.
ARTHUR ANDERSEN & CO.
San Jose, California
June 28, 1994
