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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 2, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No.: 1-4850
[LOGO] COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 615-0311
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered
- --------------------------------------- -------------------------
Common Stock, $1.00 par value per share New York Stock Exchange
Preferred Stock Purchase Rights Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The registrant hereby amends Part Iv, Item 14(a)(3) to include Exhibits
99.1, 99.2 and 99.3.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed with this report:
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Restated Articles of Incorporation, effective October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (j)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (m)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (o)
3.5 Bylaws, amended and restated effective May 4, 1998 (g)
10.1 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.2 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.3 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.4 1987 Stock Incentive Plan* (b)
10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (b)
10.6 1990 Stock Incentive Plan* (h)
10.7 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (n)
10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom
personnel* (q)
10.9 1995 Stock Incentive Plan* (k)
10.10 1998 Stock Incentive Plan* (v)
10.11 Form of Stock Option Agreement* (u)
10.12 Form of Restricted Stock Agreement* (u)
10.13 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.14 Supplemental Executive Retirement Plan, amended and restated
effective February 27, 1998* (u)
10.15 Deferred Compensation Plan, amended and restated effective
February 2, 1998* (s)
10.16 Severance Plan for Senior Management and Key Employees,
amended and restated effective February 18, 1998. (t)
10.17 Severance Agreement with Van B. Honeycutt, effective
February 2, 1998. (s)
10.18 Employee Agreement with Van B. Honeycutt, effective May 1, 1999.
10.19 Form of Indemnification Agreement for Officers (e)
10.20 Form of Indemnification Agreement for Directors (d)
10.21 1997 Nonemployee Director Stock Incentive Plan (r)
10.22 Form of Restricted Stock Unit Agreement (g)
10.23 1990 Nonemployee Director Retirement Plan, amended and restated
effective February 2, 1998 (s)
10.24 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (i)
10.25 Rights Agreement dated February 18, 1998 (t)
10.26 $350 million Credit Agreement dated as of September 6, 1995 (k)
10.27 First Amendment to $350 million Credit Agreement dated
September 23, 1996 (p)
21 Significant Active Subsidiaries and Affiliates of the Registrant
23 Independent Auditors' Consent
27 Financial Data Schedule
99.1 Annual Report on Form 11-K for the Matched Asset Plan of the
Registrant for the fiscal year ended December 31, 1998**
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1998**
99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan
of CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1998**
Notes to Exhibit Index:
* Management contract or compensatory plan or agreement
** Filed with this amendment.
2
(a)-(g) These exhibits are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the fiscal years ended on the
respective dates indicated below:
(a) March 30, 1984 (e) March 31, 1995
(b) April 1, 1988 (f) March 28, 1997
(c) March 31, 1989 (g) April 3, 1998
(d) April 3, 1992
(h) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(i) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated November 4, 1991.
(j) Incorporated herein by reference to the Registrant's Proxy Statement for
its August 10, 1992 Annual Meeting of Stockholders.
(k) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on November 13, 1995.
(l) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated April 28, 1996.
(m) Incorporated herein by reference to the Registrant's Proxy Statement for
its July 31, 1996 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on August 12, 1996.
(o) Incorporated herein by reference to the Registrant's Current Report of
Form 8-K dated August 1, 1996.
(p) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on November 12, 1996.
(q) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on February 10, 1997.
(r) Incorporated herein by reference to the Registrant's Proxy Statement for
its August 11, 1997 Annual Meeting of Stockholders.
(s) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on February 9, 1998.
(t) Incorporated herein by reference to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
February 26, 1998.
(u) Incorporated herein by reference to Amendment No. 2 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998.
(v) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on August 14, 1998
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: June 25, 1998 By: /s/Scott M. Delanty
-------------------------------
Scott M. Delanty,
Vice President and Controller
3
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Restated Articles of Incorporation, effective October 31, 1988 (c)
3.2 Amendment to Restated Articles of Incorporation, effective
August 10, 1992 (j)
3.3 Amendment to Restated Articles of Incorporation, effective
July 31, 1996 (m)
3.4 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock, effective
August 1, 1996 (o)
3.5 Bylaws, amended and restated effective May 4, 1998 (g)
10.1 1978 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.2 1980 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.3 1984 Stock Option Plan, amended and restated effective
March 31, 1988* (n)
10.4 1987 Stock Incentive Plan* (b)
10.5 Schedule to the 1987 Stock Incentive Plan for United Kingdom
personnel* (b)
10.6 1990 Stock Incentive Plan* (h)
10.7 1992 Stock Incentive Plan, amended and restated effective
August 9, 1993* (n)
10.8 Schedule to the 1992 Stock Incentive Plan for United Kingdom
personnel* (q)
10.9 1995 Stock Incentive Plan* (k)
10.10 1998 Stock Incentive Plan* (v)
10.11 Form of Stock Option Agreement* (u)
10.12 Form of Restricted Stock Agreement* (u)
10.13 Annual Management Incentive Plan, effective April 2, 1983* (a)
10.14 Supplemental Executive Retirement Plan, amended and restated
effective February 27, 1998* (u)
10.15 Deferred Compensation Plan, amended and restated effective
February 2, 1998* (s)
10.16 Severance Plan for Senior Management and Key Employees,
amended and restated effective February 18, 1998. (t)
10.17 Severance Agreement with Van B. Honeycutt, effective
February 2, 1998. (s)
10.18 Employee Agreement with Van B. Honeycutt, effective May 1, 1999.
10.19 Form of Indemnification Agreement for Officers (e)
10.20 Form of Indemnification Agreement for Directors (d)
10.21 1997 Nonemployee Director Stock Incentive Plan (r)
10.22 Form of Restricted Stock Unit Agreement (g)
10.23 1990 Nonemployee Director Retirement Plan, amended and restated
effective February 2, 1998 (s)
10.24 Information Technology Services Agreements with General
Dynamics Corporation, dated as of November 4, 1991 (i)
10.25 Rights Agreement dated February 18, 1998 (t)
10.26 $350 million Credit Agreement dated as of September 6, 1995 (k)
10.27 First Amendment to $350 million Credit Agreement dated
September 23, 1996 (p)
21 Significant Active Subsidiaries and Affiliates of the Registrant
23 Independent Auditors' Consent
27 Financial Data Schedule
99.1 Annual Report on Form 11-K for the Matched Asset Plan of the
Registrant for the fiscal year ended December 31, 1998**
99.2 Annual Report on Form 11-K for the Hourly Savings Plan of CSC
Outsourcing, Inc. for the fiscal year ended December 31, 1998**
99.3 Annual Report on Form 11-K for the CUTW Hourly Savings Plan of
CSC Outsourcing, Inc. for the fiscal year ended
December 31, 1998**
Notes to Exhibit Index:
* Management contract or compensatory plan or agreement
** Filed with this amendment.
4
(a)-(g) These exhibits are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the fiscal years ended on the
respective dates indicated below:
(a) March 30, 1984 (e) March 31, 1995
(b) April 1, 1988 (f) March 28, 1997
(c) March 31, 1989 (g) April 3, 1998
(d) April 3, 1992
(h) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 filed on August 15, 1990.
(i) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated November 4, 1991.
(j) Incorporated herein by reference to the Registrant's Proxy Statement for
its August 10, 1992 Annual Meeting of Stockholders.
(k) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on November 13, 1995.
(l) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated April 28, 1996.
(m) Incorporated herein by reference to the Registrant's Proxy Statement for
its July 31, 1996 Annual Meeting of Stockholders.
(n) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on August 12, 1996.
(o) Incorporated herein by reference to the Registrant's Current Report of
Form 8-K dated August 1, 1996.
(p) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on November 12, 1996.
(q) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on February 10, 1997.
(r) Incorporated herein by reference to the Registrant's Proxy Statement for
its August 11, 1997 Annual Meeting of Stockholders.
(s) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on February 9, 1998.
(t) Incorporated herein by reference to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
February 26, 1998.
(u) Incorporated herein by reference to Amendment No. 2 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998.
(v) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q filed on August 14, 1998
5