<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SunGard Data Systems Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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March 31, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders of
SunGard Data Systems Inc., which will be held on Friday, May 14, 1999, beginning
at 9:00 a.m., at the Four Seasons Hotel, One Logan Square, Philadelphia,
Pennsylvania. The official notice of the meeting, together with a proxy
statement and proxy card, is enclosed. Please give this information your careful
attention.
Your participation in the Company's affairs is important. To assure your
representation at the meeting, whether or not you expect to be present, please
vote your shares by telephone, Internet or mail as soon as possible. To vote by
telephone or Internet at any time, please follow the instructions on the
enclosed proxy card. To vote by mail, please mark, date and sign the proxy card
and return it in the postage-paid envelope provided.
Your copy of the Company's 1998 Annual Report also is enclosed. We appreciate
your interest in the Company.
Sincerely,
/s/ James L. Mann
James L. Mann
Chairman, President and
Chief Executive Officer
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY
TELEPHONE, INTERNET OR MAIL. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE
YOU OWN SHARES THAT ARE REGISTERED DIFFERENTLY, THEN PLEASE VOTE ALL OF YOUR
SHARES SHOWN ON ALL OF YOUR PROXY CARDS. THANK YOU.
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<PAGE>
SUNGARD DATA SYSTEMS INC.
1285 Drummers Lane
Wayne, Pennsylvania 19087
(610) 341-8700
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1999
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To Our Stockholders:
The 1999 Annual Meeting of Stockholders of SunGard Data Systems Inc. will be
held at 9:00 a.m. local time, on Friday, May 14, 1999, at the Four Seasons
Hotel, One Logan Square, Philadelphia, Pennsylvania 19103, for the following
purposes:
1. To elect directors.
2. To act upon other business as may properly come before the meeting.
Only holders of the Company's common stock at the close of business on March 17,
1999 are entitled to receive notice of the meeting and to vote at the meeting.
You are cordially invited to attend the meeting in person. Whether or not you
plan to attend the meeting, you are urged to vote your shares by telephone,
Internet or mail. To vote by telephone or Internet at any time, please follow
the instructions on the enclosed proxy card. To vote by mail, please mark, date
and sign the proxy card and return it in the postage-paid envelope provided.
By Order of the Board of Directors,
/s/ Lawrence A. Gross
Lawrence A. Gross
Vice President and General Counsel,
Secretary
March 31, 1999
<PAGE>
SUNGARD DATA SYSTEMS INC.
1285 Drummers Lane
Wayne, Pennsylvania 19087
(610) 341-8700
PROXY STATEMENT
This proxy statement and the accompanying proxy card are being furnished to the
stockholders of SunGard Data Systems Inc. in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use in voting at
the 1999 Annual Meeting of Stockholders to be held at the Four Seasons Hotel,
One Logan Square, Philadelphia, Pennsylvania 19103 on Friday, May 14, 1999, at
9:00 a.m., or at any adjournment or postponement of the meeting. These proxy
materials are first being mailed to stockholders on or about March 31, 1999.
Proxies will be voted as directed on the proxies if they are properly submitted
and not revoked. Any proxy not directing to the contrary will be voted "for"
the election of all of the named nominees as directors. Any stockholder who
submits a proxy may revoke it at any time before it is voted by delivering a
proxy bearing a later date or a written notice of revocation to the Secretary of
the Company at the Company's headquarters or at the meeting.
Stockholders as of the close of business on March 17, 1999, the record date, are
entitled to receive notice of and to vote at the 1999 Annual Meeting. On the
record date, approximately 114,941,000 shares of common stock, held by
approximately 4,200 stockholders of record, were outstanding and eligible to
vote. The 1999 Annual Meeting will be held if a quorum, consisting of a majority
of the outstanding shares of the Company's common stock entitled to vote, is
present. All shares that are present in person or represented by proxy at the
meeting will be counted in determining whether a quorum is present, no matter
how the shares are voted or whether they abstain from voting or are broker non-
votes. A broker non-vote occurs when a broker, bank or other nominee votes on
one or more matters but not on others because the nominee does not have
authority to do so.
Holders of common stock are entitled to one vote per share. The election of
directors will be determined by a plurality vote, with the eight nominees
receiving the most "for" votes being elected. Votes may be cast "for" each
nominee or withheld. Votes that are withheld will be excluded from the vote and
will have no effect except in determining whether a quorum is present. Brokers
who are member firms of the New York Stock Exchange and who hold shares in
"street name" for customers have the authority to vote those shares with respect
to the election of directors if they have not received instructions from the
beneficial owner.
Whether or not stockholders attend the Annual Meeting and vote in person, they
should vote their shares by telephone, Internet or mail. To vote by telephone or
Internet 24 hours a day, seven days a week, follow the instructions on the
enclosed proxy card. To vote by mail, mark, sign and date the enclosed proxy
card and return it in the postage-paid envelope provided. If shares are held
through a broker, bank or other nominee, stockholders will receive separate
instructions from the nominee describing how to vote the shares. Shares held in
a Company savings plan or shares currently unexchanged in connection with
acquisitions may be voted only by mail.
The Company will pay the cost of this solicitation, which will be made primarily
by mail. Proxies also may be solicited in person, or by telephone, facsimile or
similar means, by directors, officers or employees of the Company without
additional compensation. In addition, D. F. King & Co., Inc. will provide
solicitation services to the Company for a fee of approximately $4,500 plus out-
of-pocket expenses. The Company will, on request, reimburse stockholders who
are brokers, banks or other nominees for their reasonable expenses in sending
proxy materials and annual reports to the beneficial owners of the shares they
hold of record.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Eight directors are to be elected at the 1999 Annual Meeting to serve for one-
year terms until the 2000 Annual Meeting and until their respective successors
are elected and qualified. All of the nominees currently are serving as
directors of the Company. The Company knows of no reason why any nominee would
be unable to serve as a director. Each nominee has consented to being named in
this proxy statement and to serve if elected. If any nominee should for any
reason become unable to serve, then all valid proxies will be voted for the
election of a substitute nominee designated by the Board of Directors, or the
Board may reduce the number of directors to eliminate the vacancy.
The following information about the Company's nominees for election as directors
is based, in part, upon information furnished by the nominees.
<TABLE>
<CAPTION>
NOMINEE AND CURRENT POSITIONS WITH THE COMPANY Age PRINCIPAL OCCUPATIONS AND DIRECTORSHIPS OF OTHER PUBLIC COMPANIES
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<S> <C> <C>
Gregory S. Bentley 43 President and Chairman of the Board (since 1995) and Vice President
Director (since 1991) (1991 to 1995), Bentley Systems, Inc., Exton, PA (engineering software
Member, Audit Committee company); President (1983 to 1991), SunGard Systems International
Inc., a subsidiary of the Company since 1987.
Michael C. Brooks 54 General Partner (since 1985), J. H. Whitney & Co., Stamford, CT
Director (since 1985) (venture capital firm). Director of Nitinol Medical Technologies,
Chairman, Compensation Committee Inc. and Pegasus Communications Corp.
Member, Executive Committee
Albert A. Eisenstat 68 Director of public companies and private investor (since 1993);
Director (since 1991) various senior executive positions (1980 to 1993), Apple Computer,
Member, Compensation Committee Inc., Cupertino, CA (computer/software company). Director of all funds
in the Benham Mutual Fund Group, Business Objects, S.A. and Commercial
Metals Company.
Bernard Goldstein 68 Director (since 1997) and Managing Director (1979 to 1996), Broadview
Director (since 1994) Int'l LLC, Fort Lee, NJ (investment banking firm). Director of
Member, Compensation Committee Franklin Electronic Publishers Inc., Giga Information Group, Inc. and
SPSS, Inc.
James L. Mann 64 Chairman of the Board (since 1987) and President and Chief Executive
Director (since 1983) Officer (since 1986) of the Company; President and Chief Operating
Chairman, Executive Committee Officer (1983 to 1985) of the Company. Director of T-Netix, Inc.
Chairman of the Board, President
and Chief Executive Officer
Michael Roth 67 Of Counsel (since 1989), Rosenman & Colin LLP, New York, NY (law firm).
Director (since 1991)
Member, Audit Committee
Malcolm I. Ruddock 56 Treasurer (since 1989), Director of Finance (1988 to 1989) and
Director (since 1983) Director of Acquisitions and Divestments (1979 to 1988), Sunoco, Inc.,
Chairman, Audit Committee Philadelphia, PA (independent refiner and marketer).
Member, Executive Committee
Lawrence J. Schoenberg 66 Director of public companies (since 1990); Chairman (1967 to 1991) and
Director (since 1991) Chief Executive Officer (1967 to 1990), AGS Computers, Inc.,
Member, Audit Committee Mountainside, NJ (software and computer services company). Director
of Cellular Technical Services, Inc., Government Technology Services
Inc. and Merisel Inc.
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</TABLE>
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BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During 1998, the Board of Directors held nine meetings, the Audit Committee held
five meetings, the Compensation Committee and/or its Equity Award Subcommittee
held five meetings, and the Executive Committee held no meetings. The Board of
Directors does not have a standing Nominating Committee. During 1998, each
director attended at least 85% of the total number of meetings of the Board of
Directors and Committees on which he served. Meeting attendance averaged 98%
among all directors.
The Audit Committee reviews the Company's accounting and financial practices and
policies and the scope and results of the Company's external and internal
audits. The Audit Committee also recommends to the Board of Directors the
selection of the Company's independent public accountants and administers the
Company's business conduct, conflict of interest and related policies. Only
outside directors who are not employees of the Company may serve on the Audit
Committee.
The Compensation Committee establishes the compensation policies for executive
officers of the Company, evaluates and approves the compensation of the chief
executive officer and reviews his recommendations as to the compensation of the
other executive officers. The Equity Award Subcommittee of the Compensation
Committee, composed of Messrs. Brooks (chairman) and Eisenstat, administers the
Company's stock option, purchase and award plans. Only outside directors who
are not employees of the Company may serve on the Compensation Committee.
The Executive Committee reviews certain aspects of transactions and policies
that have been generally approved by the Board of Directors. The Executive
Committee also is authorized to exercise the powers of the Board of Directors
during the intervals between Board meetings, except those powers that are
prohibited by law from being delegated.
DIRECTOR COMPENSATION
Directors who are employees of the Company do not receive additional
compensation for serving on the Board of Directors or Committees. Each outside
director receives an annual fee of $6,000, fees of $2,000 for each quarterly
meeting of the Board of Directors attended and $500 for each other Board meeting
attended, and reimbursement of applicable travel and other expenses. In
addition, each outside director Committee chairman receives an annual fee of
$2,000, and each outside director Committee member receives fees of $1,000 for
each Committee meeting attended. Directors who serve on subcommittees do not
receive additional compensation.
Under the Company's Restricted Stock Award Plan for Outside Directors,
restricted stock awards are automatically granted to "outside directors"--those
who are not, and were not during the twelve months before election to the Board,
officers or employees of the Company. Each outside director automatically
receives an award of 20,000 shares upon initial election to the Board, and will
automatically receive additional awards of 20,000 shares upon reelection as an
outside director every fifth year thereafter. At the 1999 Annual Meeting, if
reelected, Mr. Goldstein will receive an additional restricted stock award for
20,000 shares of common stock.
The shares awarded are subject to transfer restrictions until they vest, at the
rate of 4,000 shares per year, on the dates of the Company's next five Annual
Meetings following the date of grant. If an outside director dies or is
permanently disabled, or if a change in control of the Company occurs, then all
remaining unvested shares immediately vest. If an outside director's
directorship terminates for any other reason, then all remaining unvested shares
are forfeited.
The Company has entered into indemnification agreements, in the form approved by
the stockholders, with the Company's directors and officers.
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BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table contains certain information about the beneficial ownership
of the Company's common stock as of March 17, 1999 (the record date) by each
person who is known by the Company to beneficially own more than 5% of the
Company's common stock, by each of the Company's directors, by each of the
Company's executive officers named in the Summary Compensation Table below, and
by all of the Company's directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED PERCENT
DIRECT(1) VOTING OR RIGHT TO OF
NAME OF BENEFICIAL OWNER OR GROUP INVESTMENT POWER(2) ACQUIRE(3) CLASS(4)
==================================================================================================================
<S> <C> <C> <C> <C>
AMVESCAP PLC and subsidiaries(5) -- 6,775,900 -- 5.9%
11 Devonshire Square
London, England EC2M 4YR
Gregory S. Bentley (director) 169,850 -- -- --
Michael C. Brooks (director) 44,000 -- -- --
Cristobal I. Conde (executive officer) 427,391 -- 122,788 --
Philip L. Dowd (executive officer) 181,432 -- 264,420 --
Albert A. Eisenstat (director) 44,000 -- -- --
Bernard Goldstein (director) 38,000 2,000 -- --
Lawrence A. Gross (executive officer) 5,294 -- 98,817 --
James L. Mann (director and chief executive officer) 869,788 -- 700,000 1.4%
Michael Roth (director) 40,000 -- -- --
Malcolm I. Ruddock (director) 22,000 7,000 -- --
Lawrence J. Schoenberg (director) 37,752 -- -- --
Richard C. Tarbox (executive officer) 23,792 -- 54,703 --
All 16 directors and executive officers 1,977,087 9,000 1,548,633 3.0%
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</TABLE>
(1) Shares held in the beneficial owner's name or jointly with others, or in the
name of a broker, bank, nominee or trustee for the beneficial owner's
account, including shares held under the Company's Employee Stock Purchase
Plan. Includes 20,000, 12,000, 12,000, 4,000, 12,000, 12,000 and 12,000
restricted shares held by Messrs. Bentley, Brooks, Eisenstat, Goldstein,
Roth, Ruddock and Schoenberg, respectively, and 84,000 restricted shares
held by all directors as a group, that are subject to transfer restrictions
and forfeiture (see Director Compensation).
(2) Shares for which the beneficial owner has or may be deemed to have sole or
shared voting and/or investment power.
(3) Shares which the beneficial owner has the right to acquire within 60 days
after the record date by exercising stock options. Includes 2,188, 2,188
and 250,000 unvested shares that may be acquired by Messrs. Conde, Dowd and
Mann, respectively, and 256,564 unvested shares that may be acquired by all
executive officers as a group which, if acquired, would be subject to
transfer restrictions and repurchase by the Company.
(4) Unless otherwise indicated, the beneficial ownership of any named person
does not exceed one percent of the outstanding shares of common stock.
4
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(5) Based upon a Schedule 13G, filed on February 11, 1999, reporting beneficial
ownership as of December 31, 1998. Relates to shares acquired by certain of
the following subsidiaries of AMVESCAP PLC: AVZ, Inc., AIM Management Group
Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO North American
Holdings, Inc., INVESCO Capital Management, Inc., INVESCO Funds Group, Inc.,
INVESCO Management & Research, Inc., INVESCO Realty Advisers, Inc., INVESCO
(NY) Asset Management, Inc., INVESCO MIM Management Limited, and INVESCO
Asset Management Limited. Certain of these beneficial owners are customers
of the Company, having purchased the Company's software and/or computer
services in the ordinary course of business.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE AND EQUITY AWARD SUBCOMMITTEE
The Company's compensation policies for executive officers, as determined by the
Compensation Committee, are to (a) provide competitive compensation packages so
as to attract and retain superior executive talent, (b) link a significant
portion of compensation to financial results, so as to reward successful
performance, and (c) provide long-term equity compensation, so as to further
align the interests of executive officers with those of stockholders and further
reward successful performance. The principal components of the Company's
executive officer compensation program are base salary, annual cash incentive
payments, and long-term incentive awards that are based upon financial
performance over a three-year period.
CASH COMPENSATION. The primary factor used to set cash compensation for the
Company's executive officers is an analysis of competitive executive
compensation based upon general business compensation surveys as well as more
specific compensation surveys of companies of comparable business, size and
complexity to the Company. An independent compensation consultant, whose
services are available to the Compensation Committee, assists the Company with
this analysis of competitive compensation. Although many of the companies
covered by this analysis are included in the Nasdaq Computer and Data Processing
Index (see Performance Graph), the Index companies are not separately analyzed
for compensation purposes, because compensation data for the Index companies as
a group is not readily available to the Company.
The Company's policy is to pay its executive officers at or somewhat above
competitive compensation averages for comparable positions. Compensation levels
for individual executive officers, however, may be more or less than competitive
averages, depending upon a subjective assessment of individual factors such as
the executive's position, skills, achievements, tenure with the Company and
historical compensation levels. In applying the analysis of competitive
compensation, the Company focuses on total cash compensation. The split between
base salary and annual cash incentive payment also is based upon that analysis,
but it tends to be somewhat more influenced by individual factors such as the
executive's position and historical compensation levels. Generally, previously
granted stock options and other equity awards are not considered in setting cash
compensation levels.
The performance goals for executive officers' 1998 annual cash incentive plans
were set at the beginning of the year and took into account the Company's
overall financial goals for 1998. For all executive officers, the incentive
payments depended either upon the rate of increase in the Company's earnings per
share over the previous year, or upon the budgeted operating income and average
number of days sales outstanding in accounts receivable of the businesses that
report to the officer. For one executive officer, there was an additional
incentive payment based upon a performance goal specific to his function.
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<PAGE>
On average, total cash compensation at targeted goals for executive officers
increased by 10.5% in 1998, and incentive payments at targeted goals constituted
43% of total cash compensation. Based upon actual 1998 results, all executive
officers met or exceeded their targeted goals.
EQUITY COMPENSATION. The Company provides equity compensation to its executive
officers principally through a long-term incentive award program. Eligible
executives currently receive performance accelerated stock options ("PASOs")
once a year, with each PASO based upon a three-year performance period. PASOs
are nonqualified options that have a term of ten years beginning on the date of
grant. Shares vest under a PASO nine and one-half years after the date of
grant, except that vesting may be accelerated in part or in full at the end of
the three-year performance period to the extent that stated financial
performance goals are met. If the performance goals for the three-year
performance period are exceeded, then the recipient will receive additional cash
compensation at the time the PASO is exercised.
The number of option shares granted to each participant under a PASO is
determined on the basis of an analysis of competitive equity compensation
programs, similar to the analysis described above with respect to cash
compensation, and is subject to subjective adjustments based upon individual
factors. The financial performance goals for each PASO are based upon the
cumulative growth, during the three-year period covered by the PASO, in the
operating income of the businesses managed by the participant, with the growth
targets for all PASOs, taken together, being consistent with the Company's
overall growth objectives. All executive officers participate in the Company's
long-term incentive award program, excluding Mr. Mann during the four-year
vesting period of option grants awarded to him in 1995 and 1996. In addition,
business unit presidents and certain other key executives of the Company
participate in the Company's PASO program.
The Equity Award Subcommittee of the Compensation Committee has the authority to
approve all grants of stock options and other equity awards. Accordingly, the
Equity Award Subcommittee administers the Company's long-term incentive award
program by approving, among other things, who will participate and the number of
option shares that will be subject to each PASO. Outside the scope of the long-
term incentive award program, stock options or other equity compensation also
may be awarded from time to time, at the discretion of the Equity Award
Subcommittee, to executive officers and other key employees when they are hired,
promoted or join the Company via acquisition, or under other circumstances
approved by the Equity Award Subcommittee in accordance with the Company's
equity incentive plans.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. Mr. Mann's base salary for 1998 was
$570,000, an increase of $70,000 or 14% over his 1997 base salary. Mr. Mann's
1998 annual cash incentive payment depended solely upon the rate of increase in
the Company's earnings per share. If the Company's 1998 earnings per share had
increased by 15%, then Mr. Mann's 1998 incentive payment would have been
$393,300, yielding total cash compensation at approximately the 65th percentile
of competitive compensation levels based upon the Company's analysis. The
Company's actual 1998 diluted earnings per share (excluding one-time charges for
merger costs) grew by 23% over originally reported 1997 diluted earnings per
share, yielding an incentive payment to Mr. Mann of $753,039.
DEDUCTIBILITY OF CERTAIN COMPENSATION. Section 162(m) of the Internal Revenue
Code (the "Code") denies a deduction for certain compensation exceeding
$1,000,000 paid to the chief executive officer and four other highest paid
executive officers, excluding (among other things) certain performance-based
compensation. The Compensation Committee has attempted to structure
performance-based awards to executive officers under equity plans in a manner
that satisfies Section 162(m). The Compensation Committee also intends to
consider whether it is in the best interests of the Company to structure cash
incentive payments to be deductible under Section 162(m). Notwithstanding the
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<PAGE>
efforts of the Company in this area, no assurance can be given that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.
Compensation Committee: Equity Award Subcommittee:
---------------------- -------------------------
Michael C. Brooks, Chairman Michael C. Brooks, Chairman
Albert A. Eisenstat, Member Albert A. Eisenstat, Member
Bernard Goldstein, Member
SUMMARY COMPENSATION TABLE
The following table contains certain information about compensation earned
during the last three fiscal years by the Company's chief executive officer and
four other executive officers who were the most highly compensated during the
most recent fiscal year. The Company's fiscal year is the calendar year.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------------------------------
AWARDS(2) PAYOUTS(3)
SALARY BONUS OTHER ------------------------------ ALL
($) ($) ANNUAL SECURITIES LONG-TERM OTHER
COMPENSA- UNDERLYING INCENTIVE COMPENSA-
NAME AND PRINCIPAL POSITION YEAR TION ($)(1) OPTIONS/SARS (#) PLANS ($) TION ($)(4)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
JAMES L. MANN 1998 570,000 753,039 5,604 -- -- 6,400
Chairman of the Board, President 1997 500,000 612,499 5,345 -- -- 6,333
and Chief Executive Officer 1996 500,000 450,000 8,314 200,000 -- 5,429
CRISTOBAL I. CONDE(5) 1998 358,600 296,025 -- 146,850 767,319 6,400
Executive Vice President 1997 332,000 794,722 -- -- 705,172 6,400
1996 320,000 329,450 -- 36,000 369,036 6,000
PHILIP L. DOWD(6) 1998 292,000 769,245 13,250 30,600 510,155 6,400
Senior Vice President 1997 271,000 242,666 13,250 -- -- 6,400
1996 260,000 -- 13,250 72,000 272,685 6,000
LAWRENCE A. GROSS 1998 257,900 265,163 8,427 27,000 559,628 6,400
Vice President and General Counsel 1997 236,000 214,591 6,895 -- -- 6,333
1996 224,000 142,721 5,362 36,000 -- 6,000
RICHARD C. TARBOX 1998 214,100 307,021 6,078 27,000 342,998 6,400
Vice President-Corporate 1997 192,000 372,918 5,669 -- -- 6,400
Development 1996 180,000 223,958 5,669 36,000 -- 6,000
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</TABLE>
(1) Consists of amounts reimbursed in connection with the payment of taxes. The
cost of perquisites is not disclosed for any executive officer named in the
table because the disclosure threshold (the lower of $50,000 or 10% of
salary plus bonus) was not reached.
(2) Except for 117,000 shares of Mr. Conde's 1998 options, all of the 1998
options reflected in the table are PASOs (see Report of the Compensation
Committee and Equity Award Subcommittee and also Option Grant Table). All
of the 1996 options reflected in the table and 117,000 shares of Mr. Conde's
1998 options are ordinary non-PASO stock options that vest over a four- or
five-year period. Upon termination of employment, only vested stock option
shares may be purchased. Upon a change in control of the Company, all
unvested stock options vest six months later or upon an earlier involuntary
termination of employment without cause.
(3) Before 1998, the Company did not grant PASOs, but instead granted long-term
incentive plan ("LTIP") awards under which options could be earned based
upon the achievement of financial performance goals over a three-year
period. While PASOs are granted at the beginning of the
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<PAGE>
three-year performance period and are subject to long-term vesting, options
earned as payouts under the previous LTIP awards (if any) are granted at the
end of the three-year performance period and are fully vested when granted
(and exercisable six months later). In the table, the 1998 payouts were made
under LTIP awards granted in 1996 and consisted of nonqualified stock
options, earned as of December 31, 1998 and granted on January 4, 1999, for
the following numbers of shares and at the following exercise prices: 24,400
shares at $8.24 per share for Mr. Conde; 20,071 shares at $14.27 per share
for Mr. Dowd; and 18,600 and 11,400 shares at $9.60 per share for Messrs.
Gross and Tarbox, respectively. The 1997 payout to Mr. Conde was made under
his LTIP award granted in 1995 and consisted of a nonqualified stock option,
earned as of December 31, 1997 and granted on January 2, 1998, for 28,400
shares having an exercise price of $6.045 per share. The 1996 payouts were
made under LTIP awards granted in 1994 and consisted of nonqualified stock
options, earned as of December 31, 1996 and granted on January 2, 1997, for
the following numbers of shares and at the following exercise prices: 27,200
shares at $6.1825 per share for Mr. Conde; and 27,032 shares at $9.6625 per
share for Mr. Dowd. The value of each payout equals the difference between
the market value of the option shares on the date earned and the exercise
price of the option shares.
(4) Consists of Company contributions to a defined contribution retirement plan.
(5) Mr. Conde became Executive Vice President of the Company in October 1998.
Before then, he was Chief Executive Officer, SunGard Trading Systems Group.
(6) Mr. Dowd became Senior Vice President of the Company in October 1998.
Before then, he was Chief Executive Officer, SunGard Trust and Shareholder
Systems Group.
OPTION GRANT TABLE
The following table contains, for each of the Company's executive officers named
in the Summary Compensation Table, (a) the number of shares of the Company's
common stock underlying options granted during 1998, (b) the percentage that
those options represent of total options granted to employees during 1998, (c)
the exercise price per share, which equals the market value on the date of
grant, (d) the expiration date, and (e) the potential realizable value, assuming
5% and 10% annual rates of appreciation (compounded annually) in the market
value of the Company's common stock throughout the option term.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF % OF TOTAL EXERCISE OR EXPIRATION
SECURITIES OPTIONS BASE PRICE DATE POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING GRANTED TO ($/SH) ANNUAL RATES OF STOCK PRICE
OPTIONS GRANTED EMPLOYEES IN APPRECIATION FOR OPTION TERM(1)
NAME (#)(2) FISCAL YEAR ---------------------------------------
5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Mann -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Cristobal I. Conde 117,000 4.4% 34.1875 03/04/08 2,515,539 6,374,870
29,850 1.1% 34.4375 05/16/08 646,478 1,638,303
- ------------------------------------------------------------------------------------------------------------------------------
Philip L. Dowd 30,600 1.1% 34.4375 05/16/08 662,721 1,679,466
- ------------------------------------------------------------------------------------------------------------------------------
Lawrence A. Gross 27,000 1.0% 34.4375 05/16/08 584,754 1,481,882
- ------------------------------------------------------------------------------------------------------------------------------
Richard C. Tarbox 27,000 1.0% 34.4375 05/16/08 584,754 1,481,882
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
(1) The actual value, if any, which an option holder may realize will depend
upon the amount by which the actual market value on the date of exercise
exceeds the exercise price and also on the option holder's continued
employment through the vesting period. The actual value to be realized by
the option holder may be greater or less than the potential realizable
values stated in this table.
(2) The table excludes options granted as payouts under previous LTIP awards
(see Summary Compensation Table). Except with respect to Mr. Conde's option
for 117,000 shares, the options listed in the table are PASOs (see Report of
the Compensation Committee and Equity Award Subcommittee). These PASOs will
not vest until November 11, 2007, except that vesting may accelerate in part
or in full on December 31, 2000 to the extent that stated financial
performance goals are satisfied for the three-year performance period
beginning January 1, 1998 and ending December 31, 2000. The option granted
to Mr. Conde for 117,000 shares is a nonqualified option that is exercisable
and vests over five years in equal 20% increments beginning one year after
the date of grant.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table contains, for each of the Company's executive officers named
in the Summary Compensation Table, (a) the number of shares of the Company's
common stock acquired upon the exercise of options during 1998, (b) the value
realized as a result of those exercises (based upon the last sale price on the
date of exercise less the option exercise price), (c) the number of shares of
the Company's common stock underlying unexercised options held on December 31,
1998, and (d) the value of in-the-money options held on December 31, 1998, based
upon the last sale price on December 31, 1998, of $39.6875 per share of common
stock.
<TABLE>
<CAPTION>
NAME SHARES VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED REALIZED ($) UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ON AT YEAR-END (#) AT YEAR-END ($)
EXERCISE (#)
EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Mann 280,000 6,521,666 845,000 -- 23,373,438 --
- -----------------------------------------------------------------------------------------------------------------------
Cristobal I. Conde(2) -- -- 93,441 189,409 3,018,646 1,982,919
- -----------------------------------------------------------------------------------------------------------------------
Philip L. Dowd(2) 8,000 253,000 251,273 101,759 8,689,149 2,057,589
- -----------------------------------------------------------------------------------------------------------------------
Lawrence A. Gross(2) -- -- 92,870 67,030 3,053,004 1,216,885
- -----------------------------------------------------------------------------------------------------------------------
Richard C. Tarbox(2) 16,000 501,000 48,756 66,744 1,481,222 1,148,621
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Exercisable option shares include 250,000, 3,441, 3,441, 3,370 and 5,600
unvested, in-the-money option shares having year-end values of $6,571,875,
$78,713, $78,713, $99,889 and $168,000, respectively, which, if acquired by
Messrs. Mann, Conde, Dowd, Gross and Tarbox, respectively, would be subject
to transfer restrictions and repurchase by the Company.
(2) The table includes options granted to Messrs. Conde, Dowd, Gross and Tarbox
as payouts under LTIP awards (see Summary Compensation Table).
9
<PAGE>
CERTAIN TRANSACTIONS WITH MANAGEMENT
Mr. Mann, a director and chief executive officer of the Company, owns Hawk
Flight, Inc., which operates a charter Learjet business. The services of Hawk
Flight, Inc. are used by the Company for business travel by Mr. Mann and other
Company executives at arms-length terms approved by the disinterested members of
the Board of Directors. During 1998, the Company paid approximately $75,000 to
Hawk Flight, Inc. for business travel by Company executives.
Mr. Goldstein, a director of the Company, is a Director of Broadview Int'l LLC,
an investment banking firm engaged by the Company in connection with
acquisitions. During 1998, the Company paid approximately $130,000 to Broadview
Int'l LLC in connection with an annual retainer, acquisition-related services
and reimbursable expenses.
Mr. Roth, a director of the Company, is Of Counsel to Rosenman & Colin LLP, a
law firm engaged by the Company from time to time for minor representations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Brooks, Eisenstat and Goldstein have served on the Compensation
Committee since May 1994.
No person who served as a member of the Company's Compensation Committee during
1998 was a current or former officer or employee of the Company. Mr. Goldstein,
a member of the Company's Compensation Committee, is a Director of Broadview
Int'l LLC, an investment banking firm engaged by the Company in connection with
acquisitions (see Certain Transactions with Management).
During 1998, the Company had no compensation committee "interlocks"--meaning
that it was not the case that an executive officer of the Company served as a
director or member of the compensation committee of another entity and an
executive officer of the other entity served as a director or member of the
Compensation Committee of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), requires the Company's directors and officers (and possibly other
persons) to file reports about their beneficial ownership of the Company's
common stock. Based solely upon a review of the copies of these reports that
are furnished to the Company by its directors and officers during and for
calendar year 1998, and based upon their written representations that they were
not required to file any other reports for 1998, the Company believes that none
of its directors or officers failed to file on a timely basis any reports
required by Section 16(a) of the Exchange Act with respect to the year 1998.
10
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of the five-year cumulative total return
for the Company's common stock, the S&P 500 Index and the Nasdaq Computer & Data
Processing Index, assuming an investment of $100 in each on December 31, 1993.
The data points used for the performance graph are listed in the chart below.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PERFORMANCE GRAPH DATA POINTS 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
====================================================================================================================
SunGard Data Systems Inc. Common Stock 100 93 138 192 299 385
S&P 500 Index(1) 100 101 139 171 229 294
Nasdaq Computer & Data Processing Index(1) 100 121 187 228 280 502
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: (1) Standard & Poor's Compustat
11
<PAGE>
INDEPENDENT ACCOUNTANTS
The accounting firm of PricewaterhouseCoopers LLP (formerly, Coopers & Lybrand
L.L.P.) has acted as the Company's independent accountants since its inception
in 1983 and has been recommended by the Audit Committee and selected by the
Board of Directors to serve as the Company's independent accountants for 1999.
PricewaterhouseCoopers' services to the Company for 1998 included the audit of
the Company's annual consolidated financial statements, reviews of certain of
the Company's income tax returns, statutory audits of certain of the Company's
foreign subsidiaries, audits or reviews of many of the Company's data processing
and disaster recovery centers, and consultation on various accounting, tax,
securities and other matters.
A representative of PricewaterhouseCoopers is expected to be present at the 1999
Annual Meeting, to have the opportunity to make a statement if he desires to do
so, and to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2000 Annual
Meeting must be submitted by December 6, 1999 to receive consideration for
inclusion in the Company's 2000 proxy materials. Any stockholder intending to
raise a matter at the Company's 2000 Annual Meeting should notify the Company of
the stockholder's intention before February 15, 2000. If the Company does not
receive the stockholder's notice by that date, then management will have
discretionary authority to vote all shares for which it has proxies in
opposition to the matter.
OTHER MATTERS
The Company currently knows of no other business that will be presented for
consideration at the 1999 Annual Meeting. Nevertheless, the enclosed proxy
confers discretionary authority to vote with respect to matters described in
Rule 14a-4(c) under the Exchange Act, including matters that the Board of
Directors does not know, a reasonable time before proxy solicitation, are to be
presented at the meeting. If any of these matters are presented at the meeting,
then the proxy agents named in the enclosed proxy card will vote in accordance
with their judgment.
12
<PAGE>
EACH PERSON SOLICITED BY THIS PROXY STATEMENT MAY OBTAIN, WITHOUT CHARGE, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1998, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, BY SENDING A WRITTEN REQUEST TO THE
COMPANY'S HEADQUARTERS, ATTENTION: INVESTOR RELATIONS.
By Order of the Board of Directors,
/s/ Lawrence A. Gross
Lawrence A. Gross
Vice President and General Counsel,
Secretary
March 31, 1999
Wayne, Pennsylvania
13
<PAGE>
SunGard(R) Data Systems Inc.
1999 Annual Meeting of Stockholders
Friday, May 14, 1999
9:00 a.m.
Four Seasons Hotel
One Logan Square
Philadelphia, PA 19103
SunGard Data Systems Inc.
1285 Drummers Lane, Wayne, PA 19087 proxy
-------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual
Meeting on Friday, May 14, 1999.
By signing this proxy or by voting by phone or Internet as instructed, you
hereby appoint James L. Mann and Malcolm I. Ruddock, and each of them, as your
attorneys and proxies, with full power of substitution, for and in your name,
place and stead, to vote all shares of Common Stock of SunGard Data Systems
Inc. (the "Company") held by you as of March 17, 1999 on the matter shown on
the reverse side at the Company's 1999 Annual Meeting of Stockholders to be
held on May 14, 1999 or at any postponement or adjournment of the meeting.
Both proxy agents present and acting in person or by their substitutes (or, if
only one is present and acting, then that one) may exercise all of the powers
conferred by this proxy. Discretionary authority is conferred by this proxy
with respect to certain matters, as described in the Company's proxy
statement.
Please specify your choices by marking the appropriate boxes. If no choice is
specified, the proxy will be voted "FOR" proposal 1.
See reverse side for voting instructions.
<PAGE>
- -- --
COMPANY #285
CONTROL #
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the Named Proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
. Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
. You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
. Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- www.eproxy.com/sds/ -- QUICK *** EASY *** IMMEDIATE
. Use the Internet to vote your proxy 24 hours a day, 7 days a week.
. You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to SunGard Data Systems Inc., c /o Norwest
Shareowner Services,SM P.O. Box 64873, St. Paul, MN 55164-0873.
By voting by phone or Internet, you acknowledge receipt of the Company's 1998
Annual Report to Stockholders, Notice of the Company's 1999 Annual Meeting of
Stockholders and the Company's Proxy Statement dated March 31, 1999.
If you vote by Phone or Internet, please do not mail your Proxy Card.
* Please detach here *
The Board of Directors Recommends a Vote FOR Proposal 1.
1. Election of directors:
01 Gregory S. Bentley
02 Michael C. Brooks
03 Albert A. Eisenstat [_Vote] [_Vote]
04 Bernard Goldstein FOR WITHHELD
05 James L. Mann all from all
06 Michael Roth nominees nominees
07 Malcolm I. Ruddock
08 Lawrence J. Schoenberg
(Instructions: To withhold authority
to vote for any indicated nominee,
write the number(s) of the nominee(s)
in the box provided to the right.) [____________]
By signing this proxy, you hereby acknowledge receipt of the Company's 1998
Annual Report to Stockholders, Notice of the Company's 1999 Annual Meeting of
Stockholders and the Company's Proxy Statement dated March 31, 1999.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR PROPOSAL 1.
Address Change? Mark Box [_] Date _______________
Indicate changes below:
Signature(s) in Box
Please sign exactly as
your name(s) appear on
Proxy. If held in joint
tenancy, all persons
must sign. Trustees,
administrators, etc.,
should include title and
authority. Corporations
should provide full name
or corporation and title
of authorized officer
signing the proxy.
<PAGE>
SunGard(R) Data Systems Inc.
1999 Annual Meeting of Stockholders
Friday, May 14, 1999
9:00 a.m.
Four Seasons Hotel
One Logan Square
Philadelphia, PA 19103
SunGard Data Systems Inc.
1285 Drummers Lane, Wayne, PA 19087 proxy
-------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on Friday, May 14, 1999.
By signing this proxy, you hereby appoint James L. Mann and Malcolm I. Ruddock,
and each of them, as your attorneys and proxies, with full power of
substitution, for and in your name, place and stead, to vote all shares of
Common Stock of SunGard Data Systems Inc. (the "Company") held by you as of
March 17, 1999 on the matter shown on the reverse side at the Company's 1999
Annual Meeting of Stockholders to be held on May 14, 1999 or at any
postponement or adjournment of the meeting.
Both proxy agents present and acting in person or by their substitutes (or, if
only one is present and acting, then that one) may exercise all of the powers
conferred by this proxy. Discretionary authority is conferred by this proxy
with respect to certain matters, as described in the Company's proxy statement.
Please specify your choices by marking the appropriate boxes. If no choice is
specified, the proxy will be voted "FOR" proposal 1.
See reverse side for voting instructions.
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to SunGard Data Systems Inc., c /o
Norwest Shareowner Services,SM P.O. Box 64873, St. Paul, MN 55164-0873.
* Please detach here *
- -- --
- --
--
The Board of Directors Recommends a Vote FOR Proposal 1.
1. Election of directors:
01 Gregory S. Bentley
02 Michael C. Brooks
[_Vote] [_Vote]
03 Albert A. Eisenstat FOR WITHHELD
all from all
nominees nominees
04 Bernard Goldstein
05 James L. Mann
06 Michael Roth
07 Malcolm I. Ruddock
08 Lawrence J. Schoenberg
(Instructions: To withhold authority
to vote for any indicated nominee,
write the number(s) of the nominee(s)
in the box provided to the right.) [____________]
By signing this proxy, you hereby acknowledge receipt of the Company's 1998
Annual Report to Stockholders, Notice of the Company's 1999 Annual Meeting of
Stockholders and the Company's Proxy Statement dated March 31, 1999.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR PROPOSAL 1.
Address Change? Mark Box [_] Date _______________
Indicate changes below:
Signature(s) in Box
Please sign exactly as
your name(s) appear on
Proxy. If held in joint
tenancy, all persons
must sign. Trustees,
administrators, etc.,
should include title and
authority. Corporations
should provide full name
or corporation and title
of authorized officer
signing the proxy.
