SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 1996 [ ] OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.1-14050 LEXMARK INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 22-3074422 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Lexmark Centre Drive Lexington, Kentucky 40550 (Address of principal executive offices) (Zip Code) (606) 232-2000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Class A common stock, $.01 par value New York Stock Exchange 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 ___ The number of shares outstanding (excluding shares held in treasury) of each of the issuer's classes of common stock, as of the close of business on October 25, 1996: Class Number of Shares ------------------------------ ---------------- Class A common stock; $.01 par value 67,740,788 Class B common stock; $.01 par value 4,573,323 LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES INDEX Page of Form 10-Q/A ----------- PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................2 1 LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: A list of exhibits is set forth in the Exhibit Index found on page 4 of this report. (b) Reports on Form 8-K: There were no reports on Form 8-K filed during the three months ended September 30, 1996. 2 LEXMARK INTERNATIONAL GROUP, INC. AND SUBSIDIARIES SIGNATURE --------- Pursuant to the requirements 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, both on behalf of the registrant and in his capacity as principal accounting officer of the registrant. Lexmark International Group, Inc. (Registrant) Date: January 24, 1997 By: /s/ Albert L. Luedtke ---------------- --------------------- Corporate Controller (Principal Accounting Officer) 3 EXHIBIT INDEX Exhibits: 10 Patent Cross-License Agreement, effective October 1, 1996, between Hewlett-Packard Company and Lexmark International, Inc. * 27 Financial Data Schedule - ---------------- * Confidential Treatment Has Been Requested Pursuant to an Amended Application. ** Previously Filed. 4