<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
Amendment No. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
COMMISSION FILE NUMBER 0-15322
SYSTEM SOFTWARE ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3144515
-------- ----------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
500 W. MADISON, 32ND FLOOR
CHICAGO, ILLINOIS 60661
----------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 258-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.0033 per Share
(Title of class)
--------------
----------------------
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
--- ---
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
amendment to this Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant based upon the closing sale price of the stock as reported on the
Nasdaq National Market on January 24, 1997, was $318,552,300.
At January 24, 1997, 42,604,375 shares of the registrant's Common Stock were
outstanding.
================================================================================
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to executive officers is
set forth in Part I of this report, as originally filed. Information regarding
directors is set forth below.
ROGER E. COVEY, age 42, founded the Company and since November 1, 1994 has
served as Chief Executive Officer and Chairman of the Board of the Company,
positions which he also held from its inception in October 1981 until August
1991, at which time he was elected as Vice-Chairman of the Board. From September
1, 1994 until October 31, 1994, he served as the Company's Vice President--
Research and Development. He holds a B.S. degree from the University of Illinois
and an M.B.A. and an M.A. in Chinese Art History, both from the University of
Chicago.
ANDREW J. FILIPOWSKI, age 45, has been a Director of the Company since July,
1996. Mr. Filipowski, has been President and Chief Executive Officer of PLATINUM
technology, inc., a provider of enterprise infrastructure software products,
since that Company's founding in April, 1987. Mr. Filipowski was a founder of
DBMS, Inc., a software products and services company and served as its Chairman,
President and Chief Executive Officer from 1979 until March 1987. Mr. Filipowski
is also a director of Platinum Entertainment, Inc., a diversified entertainment
company, Eagle River Interactive, an interactive multi-media marketing company,
and numerous private companies.
JOHN W. PUTH, age 67, has been a Director of the Company since his appointment
in April 1988. Since December 1987, Mr. Puth has served as President of J. W.
Puth Associates, an industrial consulting firm. From January 1983 through
December 1987, Mr. Puth was Chairman and President of Clevite Industries, Inc.,
a manufacturer of industrial products. From October 1975 until January 1983, Mr.
Puth was President and Chief Executive Officer of Vapor Corporation. Mr. Puth is
a director of Allied Products Corporation, Brockway, A.M. Castle & Co., L.B.
Foster Company, Lindberg Corporation and USFreightways Corporation, as well as
several privately-held corporations. He holds a B.S. degree from Lehigh
University.
WILLIAM N. WEAVER, JR., age 62, has been a Director of the Company since
December 1986 and its Assistant Secretary since March 1985. Mr. Weaver is a
member of the law firm of Sachnoff & Weaver, Ltd., an Illinois professional
corporation (S&W), which is counsel to the Company. Mr. Weaver has practiced
law in the State of Illinois since 1964 and serves as a director of
USFreightways Corporation, as well as several privately-held corporations. He
holds an A.B. degree from Oberlin College and a J.D. from John Marshall Law
School.
WILLARD I. ZANGWILL, age 58, has been a Director of the Company since July
1996, when he was elected by the Board of Directors to fill a vacancy. Dr.
Zangwill is a Professor of Management Science at the University of Chicago
School of Business. In addition to teaching and research, Dr. Zangwill has a
consulting practice with many of the world's largest industrial sector
<PAGE>
companies. Dr. Zangwill holds an A.B. degree from Columbia, a M.S. from
Stanford, and a Ph.D. from Stanford.
The Company's executive officers are appointed by, and serve at the
discretion of, the Board of Directors. All Directors hold office until the next
annual meeting of stockholders or until their successors are duly elected and
qualified.
Mr. Filipowski and Dr. Zangwill were granted stock options in connection
with their appointment to the Board of Directors in July 1996. To the Company's
knowledge, neither Mr. Filipowski or Dr. Zangwill filed the necessary Report on
Form 5 in connection with such grants.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The table below discloses the compensation awarded by the Company during
the Company's last three fiscal years to the Chief Executive Officer and to each
of the other four executive officers as of the end of fiscal 1996:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation Awards
--------------------- ---------------------------------
Name and Principal Fiscal
Position Year Salary ($) Bonus ($) Securities Underlying Options (#)
- ------------------ ------ ---------- --------- ---------------------------------
<S> <C> <C> <C> <C>
Roger C. Covey, Chairman of the Board 1996 400,000 - 0 - - 0 -
and Chief Executive Officer 1995 342,917 127,000 150,000
Terry H. Osborne, President and Chief 1996 348,840 31,579 - 0 -
Operating Officer (1) 1995 357,560 159,123 150,000
1994 303,833 124,000 75,000
Joseph J. Skadra, Vice President and 1996 229,000 47,000 5,000
Chief Financial Officer (2) 1995 220,000 64,000 - 0 -
1994 41,250 59,269 45,000
Riz Shakir, Vice President, 1996 211,250 43,000 30,000
Architecture & Technology
Terry E. Notari, Vice President, North 1996 113,750 32,812 - 0 -
America (3) 1995 210,000 116,187 - 0 -
1994 210,000 80,000 45,000
- -----------------------
</TABLE>
(1) Mr. Osborne served as the Company's Vice President -- Europe from November
1991 through October 1994, and as its President and Chief Operating
Officer from November 1, 1994 until his retirement on November 1, 1996.
Mr. Osborne's cash compensation in 1994, and a portion of such
compensation in 1995, was paid in British Pounds. The amounts above were
converted to U.S. Dollars using an exchange rate of $1.51 to (Pounds)1,
the applicable rate on February 1, 1996. In addition to the salary and
bonus indicated, Mr. Osborne received other annual compensation consisting
of a $2,000 monthly car allowance and rent-free occupancy of a condominium
residence in Chicago owned by the Company. The Company estimates that
occupancy of the condominium had an annual value of approximately $40,000
in 1996.
(2) Indicated salary and bonus for fiscal 1994 were paid commencing with
Mr. Skadra's hiring on August 12, 1994.
(3) Mr. Notari retired from his position on May 1, 1996.
Option Grants in Fiscal 1996
The following table provides further information on individual stock option
grants made in fiscal 1996 to the named executive officers. The table does not
reflect as additional grants options canceled and immediately reissued at lower
exercise prices. See "Ten-Year Option Repricings," below. The exercise prices
set forth in the table are net of all repricings.
2
<PAGE>
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Individual Grants Stock Price Appreciation(1)
------------------------------------------------------------------------- ---------------------------
Number of Shares % of Total
Underlying Options Granted
Options Granted to Employees in Exercise Price Expiration
Name (#)(2) Fiscal 1996 ($/Sh.) Date 5% ($) 10% ($)
---- ---------------- -------------- -------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Roger E. Covey -0- 0.0% N.A. N.A. N.A. N.A.
Terry H. Osborne - 0- 0.0% N.A. N.A. N.A. N.A.
Joseph J. Skadra 5,000 0.7% $9.81 06/07/06 30,857 78,197
Riz Shakir 30,000 4.2% $9.81 12/01/05 185,140 469,182
Terry E. Notari -0- 0.0% N.A. N.A. N.A. N.A.
</TABLE>
- ------------------------
(1) The potential realizable value columns of the table illustrate values that
might be realized upon exercise of the options immediately prior to their
expiration, assuming the Company's Common Stock appreciates at the
compounded rates specified over the term of the options. These numbers do
not take into account provisions of certain options providing for
termination of the option following termination of employment or
nontransferability of the options and do not make any provision for taxes
associated with exercise. Because actual gains will depend, among other
things, on future performance of the Common Stock, the amounts reflected in
this table may not necessarily be achieved. For the actual historical price
performance of the Company's Common Stock over the last five fiscal years,
see the comparative table below under the caption "Stockholder Return
Performance Presentation."
(2) Options granted become exerciseable ratably on the first five anniversaries
of the grant date.
3
<PAGE>
Aggregated Option Exercises in Fiscal 1996 and October 31, 1996 Option Values
The following table provides information on option exercises in fiscal 1996
by the named executive officers and the value of such officers' unexercised
stock options as of October 31, 1996.
<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercised In-the-Money
Unexercised Options at Options at
October 31, 1996 (#) October 31, 1996 ($)
------------------------------------ ------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exerciseable Unexerciseable Exerciseable Unexerciseable
- ------------------------- -------------- ------------ ---------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Roger E. Covey -0- N.A. 30,000 120,000 46,550 186,202
Terry H. Osborne 30,000 377,499 67,200 183,300 222,087 584,924
Joseph J. Skadra -0- N.A. 9,000 32,000 16,692 59,452
Riz Shakir -0- N.A. 15,001 59,999 27,883 112,133
Terry E. Notari 49,500 667,500 - 0 - - 0 - - 0 - - 0 -
</TABLE>
Compensation of Directors
The Company does not pay directors any cash consideration for serving on
the Board of Directors. In recognition of their continued board service, the
Company on December 16, 1994, adopted a policy pursuant to which every five
years, all non-employee directors shall be awarded an option under the Company's
existing stock option plans to purchase 22,500 shares, exerciseable at the fair
market value of the Company's stock on the date of grant, such options to become
exerciseable in equal portions on the first five anniversaries of the grant
date. The first award under this plan was granted on December 16, 1994, and is
exerciseable at $9.83 per share. Pursuant to the same policy, Mr. Filipowski and
Dr. Zangwill were each awarded options to purchase 15,000 shares concurrently
with their appointment to the Board of Directors in July 1996. These options
vest in five equal installments on the first five anniversaries of their
appointment, and are exerciseable at $13.50 per share, the fair market value of
the Company's stock on the date of grant.
In consideration of this and earlier option grants, S&W agreed to waive its
fees for Mr. Weaver's time expended attending meetings of the Board of
Directors. Accordingly, neither Mr. Weaver nor S&W received any cash
compensation in consideration of Mr. Weaver's services as a director in fiscal
1996.
Employment Contracts
Pursuant to the terms of his employment agreement, Terry H. Osborne
participates in a pension plan funded by the Company which upon his retirement
in November 1996, makes him eligible to begin receiving (Pounds)68,544,
annually.
Joseph J. Skadra, the Company's Chief Financial Officer, was hired August
12, 1994. The terms of his engagement include the following: a base salary of
$220,000 annually; bonuses of up to $80,000, in the first year, to be awarded if
the Company achieves quarterly and annual earnings targets and if Mr. Skadra
achieves specified personal management objectives; a bonus upon hiring of
$40,000; and options to purchase 45,000 shares of Common Stock, vesting over
five years. If all of the Company's Common Stock is acquired and Mr. Skadra does
not become Chief Financial
4
<PAGE>
Officer of the acquiring firm, then 18,000 of the stock options will immediately
vest, if they have not already.
Riz Shakir, the Company's Vice President, Architecture & Technology, was hired
June 1, 1994 and was appointed a Vice President -- Architecture and Technology
on November 1, 1995. The terms of his engagement include the following: a base
salary of $180,000 annually; bonuses of $70,000, in the first year, to be
awarded if the Company achieves quarterly and annual earnings targets and if Mr.
Shakir achieves specified personal management objectives; a bonus upon hiring of
$50,000; and options to purchase 30,000 shares of Common Stock, vesting over
five years.
<TABLE>
<CAPTION> TEN YEAR OPTION REPRICINGS
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Market Price
Securities of Stock at
Underlying Time of Length of Original Option
Options Repricing or Exercise Price at New Term Remaining at Date
Repriced or Amendment Time of Repricing Exercise of Repricing or
Name Date Amended (#) ($) or Amendment ($) Price ($) Amendment
- ---- ---- ----------- ------------ ---------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Roger Covey N.A. 0 N.A. N.A. N.A. N.A.
Terry Osborne N.A. 0 N.A. N.A. N.A. N.A.
Joseph J. Skadra 08/26/1996 5,000 $9.81 $16.13 $9.81 9 years, 9 months
Riz Shakir 08/26/1996 30,000 $9.81 $24.08 $9.81 9 years, 3 months
08/26/1996 15,000 $9.81 $18.08 $9.81 9 years, 6 months
Terry E. Notari N.A. 0 N.A. N.A. N.A. N.A.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, the Compensation Committee of the Board of Directors
consisted of Warren J. Hayford, John W. Puth and William N. Weaver, prior to
July 25, 1996 and John W. Puth, Andrew J. Filipowski and Willard I. Zangwill
after July 25, 1996. None of these persons was a current or former officer or
employee of the Company or any of its subsidiaries. Mr. Weaver is a member of
S&W, which provides legal services to the Company. See "Certain Relationships
and Related Transactions."
Report on Executive Compensation of the Compensation Committee of the Board of
Directors
The Compensation Committee of the Company's Board of Directors is
responsible for implementing specific executive compensation plans. The Company
operates in an industry that is highly competitive. The Company believes that
its ability to maintain and improve its competitive position is dependent on its
ability to attract highly qualified managerial personnel. These personnel are
customarily sought from companies much larger and with greater financial
resources than the Company, and the Company believes that its ability to attract
such personnel is enhanced by the Company's emphasis on significant short-term
and long-term performance incentives. The Company accordingly operates in
accordance with the following executive compensation philosophy:
1. A significant portion of annual cash compensation should be determined
by quantitative performance measures.
For SSA executives, the performance-dependent portion of annual cash
compensation approximates 40% of base cash compensation (or approximately 30% of
total annual cash compensation). These quantitative performance measures are
tied directly to the SSA annual business plan. A portion is based on quarterly
earnings per share and another portion is based on annual earnings per share. In
addition, a variety of other quantitative measures besides earnings per share
are included in determining the bonus and future base compensation for each
executive. These other measures vary from executive to executive depending on
the strategic needs of the business, and tend to be directly related to the
executive's duties and the achievements of the
5
<PAGE>
specific business unit for which the executive is responsible. The components
are reviewed and adjusted by the Compensation Committee on an annual basis.
Based on the Company's hiring experience and discussions with executive
recruiting firms, the Company believes that base cash compensation for key
employees (which approximates 70% of annual cash compensation) is at an industry
competitive level.
2. Compensation should provide incentives for both short-term and, more
importantly, for long-term performance.
Short-term performance is incentivized by the annual performance-determined
compensation mentioned above. Long-term performance is incentivized by the use
of stock options. Typically, options granted vest over a five-year period, which
is an appropriate long-term performance period. The Company's experience is that
it has no control over its short- or medium-term stock price, but believes that
over the long term the stock price should reflect growth of the Company's
earnings. The size of option grants is determined by reference to all the facts
and circumstances relating to the executive's compensation. These include,
without limitation, the executive's base salary, the cash bonuses earned and
potentially available, the size of all past option grants to the executive, the
timing of such prior grants, the remaining unvested portion of past grants, the
total shares subject to outstanding options held by all key employees and the
total remaining shares available for future option grants.
3. The SSA standard for executive recruitment is to attempt to find and
recruit the best person in the world for a given executive position.
As such, the total compensation scheme for SSA executive officers may be
above total compensation available at similarly sized firms when taking into
account the Stock Option portion of compensation.
The compensation of Roger E. Covey, the Company's Chairman and Chief
Executive Officer, for services he rendered during fiscal 1996 was determined
pursuant to a compensation program adopted by the Committee in December 1994,
shortly after Mr. Covey resumed the position of Chairman and Chief Executive
Officer. At that time, the Committee reviewed the compensation packages of the
chief executives of comparable publicly-traded software companies, some of which
the Committee believes are included in the NASDAQ CDP index used in the stock
price performance chart below, as well as the compensation of the Company's
immediate past Chairman, President and Chief Executive Officer. Based on the
review of comparable and historical compensation levels, the Company's operating
plan for fiscal 1995, and the services rendered and to be rendered by Mr. Covey,
the Committee adopted a compensation program consisting of base salary, bonus
and incentive and non-qualified options to purchase 150,000 shares of the
Company's Common Stock, which options vest over a five year period following
their grant. The non-qualified options are exercisable at $9.83 per share (the
fair market value of the Company's Common Stock on the date of grant) and the
incentive options, due to IRS rules applicable because of Mr. Covey's existing
ownership of SSA stock, are exercisable at $10.82 per share. The annual base
compensation paid to
6
<PAGE>
Mr. Covey was roughly equivalent to that paid to the Company's immediate past
Chief Executive Officer. In addition to the base salary and stock options
discussed above, Mr. Covey's compensation program provided that he would be
awarded bonuses in specified amounts if the Company achieved certain quarterly
and annual per-share earnings targets, product release targets and other
quantitative measures. In fiscal 1996, Mr. Covey received no raise in base
salary from fiscal 1995, and was awarded no bonus.
During 1996, the Board determined to deviate from its historic policy of
not repricing stock options. In August 1996, the Board determined to reprice
stock options of holders other than the Board of Directors and the Company's
Chief Executive Officer. The software industry is extremely competitive and
stock options are the major long term compensation tool used to attract, retain,
motivate and reward key employees. Since the Company's stock price had declined
very sharply during fiscal 1996 and since there was no reasonable expectation
that the options would have the desired effects, the Compensation Committee, in
consultation with the Chief Executive Officer, in August 1996, repriced all of
those options having an exercise price above $16.12 to become exercisable at
$9.81 per share, the Company's fair market value on the repricing date. The
Compensation Committee left intact the exercise prices of those options
exercisable at less than $16.12 per share.
The foregoing report has been furnished by Messrs. Filipowski and Puth and
Dr. Zangwill, who currently constitute the Compensation Committee.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The graph on the following page presents a comparison of the cumulative
total stockholder return on the Company's Common Stock since October 31, 1991
with the cumulative total return of the NASDAQ Computer and Data Processing
Index ("NASDAQ CDP Index") and the Standard and Poor's 500 Composite Index.
7
<PAGE>
Note: The stock price performance shown below is not necessarily indicative of
future price performance.
Comparison of Five-Year Cumulative Total Return Among
System Software Associates, Inc., NASDAQ CDP Index, and S & P 500
Assumes $100 invested on October 31, 1991 in System Software Associates, Inc.
Common Stock, NASDAQ CDP Index and S & P 500 Index.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information as of February 17, 1997, with
respect to the beneficial ownership of the Company's outstanding Common Stock
by each stockholder known by the Company to be the beneficial owner of more
than 5% of its Common Stock, each director, each executive officer discussed
under "Management Compensation" below, and all the directors and officers as a
group. Except as otherwise indicated, the stockholders have sole voting and
investment power with respect to shares beneficially owned by them.
8
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Roger E. Covey 13,284,750 (1) 31.1%
System Software Associates
500 W. Madison Street, 32nd Floor
Chicago, Illinois 60661
Gardner Lewis Asset Management, L.P....... 4,062,999 (2) 9.5%
285 Wilmington, W. Chester Pike
Chadds Ford, PA 19317
Massachusetts Financial Services Company.. 3,324,695 (3) 7.8%
500 Boylston Street
Boston, MA 02116
Jurika & Voyles, L.P...................... 2,953,157 (4) 6.9%
1999 Harrison Street, Suite 700
Oakland, CA 94612
William N. Weaver, Jr..................... 336,000 (5) *
John W. Puth.............................. 178,063 (1)(6) *
Terry H. Osborne.......................... 97,950 (1) *
Riz Shakir................................ 90,669 (1) *
Willard I. Zangwill....................... 15,200 *
Joseph J. Skadra.......................... 9,000 (1) *
Terry E. Notari........................... 0 *
Andrew J. Filipowski...................... 0 *
All Officers and Directors as a Group..... 13,913,682 (1)(5)(6) 32.5%
(seven persons)
</TABLE>
- --------------------
* Less than 1%.
9
<PAGE>
(1) Includes options to acquire shares, exercisable within 60 days, as
follows: Mr. Covey 60,000; Mr. Puth 111,938; Mr. Osborne 97,950; Mr.
Skadra 9,000 and Mr. Shakir 24,001 shares.
(2) According to a Report on the SEC's Schedule 13G, Gardner Lewis Asset
Management has sole dispositive power for all 4,062,999 listed shares, and
exercises sole voting power over 3,607,425 shares and shared voting power
over 73,200 of such shares.
(3) According to a Report on the SEC's Schedule 13G, Massachusetts Financial
Services Company has sole dispositive power over 3,324,695 shares and sole
voting power over 3,182,895 shares.
(4) According to a Report on the SEC's Schedule 13G, Jurika & Voyles has shared
dispositive power over 2,953,157 shares and shared voting power over
2,567,467 shares.
(5) Includes 36,000 unissued shares of the Company's Common Stock, subject to a
currently exercisable option held by Sachnoff & Weaver, Ltd., of which Mr.
Weaver is a member. Mr. Weaver disclaims beneficial ownership of all but
his pro rata portion of the shares covered by the option.
(6) Includes 5,000 shares held by a family partnership, of which Mr. Puth is a
general partner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
William N. Weaver, Jr., a member of the Board of Directors, is a member of
the law firm of Sachnoff & Weaver, Ltd., an Illinois professional corporation.
Sachnoff & Weaver, Ltd. has acted and continues to act as counsel to the Company
with regard to certain matters and has received legal fees for services rendered
in connection therewith.
Joseph J. Skadra, the Company's Chief Executive Officer, has borrowed funds
from the Company commencing July 10, 1996. Amounts borrowed are represented by a
promissory note, and bear interest at 8.25% per annum. Mr. Skadra borrowed the
amounts for personal reasons. As of February 28, 1997, the amount owing,
including accrued interest, is $203,221.00, which constitutes the largest amount
which has been outstanding under such arrangements. Repayment of all amounts of
principal is due September 30, 1999. Interest is payable monthly in arrears.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, as amended, the registrant has caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SYSTEM SOFTWARE ASSOCIATES, INC.
February 28, 1997 /s/ JOSEPH J. SKADRA
-----------------------
Joseph J. Skadra, Vice President
and Chief Financial Officer
10
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG SYSTEM SOFTWARE ASSOCIATES, INC., S&P 500 INDEX AND NASDAQCDP INDEX
<TABLE>
<CAPTION>
SYSTEM SOFTWARE
Measurement Period ASSOCIATES, S&P NASDAQ CDP
(Fiscal Year Covered) INC. 500 INDEX INDEX
- ------------------- --------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
10/31/91 $100 $100 $100
FYE 10/31/92 $150 $110 $117
FYE 10/31/93 $150 $126 $130
FYE 10/31/94 $130 $131 $157
FYE 10/31/95 $325 $166 $239
FYE 10/31/96 $186 $206 $278
</TABLE>
