AMD 1994 Annual Report Download - page 411

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ferred share. The preferred stock is exchangeable at the option of the company,
in whole but not in part, on any dividend payment date commencing March 15,
1989, for 6 percent Convertible Subordinated Debentures due 2012 at the rate of
$500 principal amount of debentures for each preferred share. If exchanged,
commencing the first March 15 following the date of initial issuance of the
debentures, the company is required to make annual payments into a sinking fund
to provide for the redemption of the debentures.
The preferred stock is redeemable for cash at any time at the option of the
company, in whole or in part, at prices declining to approximately $500 per
share at March 15, 1997, plus unpaid dividends. Holders of preferred stock are
entitled to limited voting rights under certain conditions.
The preferred stock is held by a depositary and 3,450,000 depositary
shares, which are listed on the New York Stock Exchange, have been issued and
3,448,620 shares were outstanding as of December 25, 1994. Each depositary
share represents one-tenth of a preferred share, with the holder entitled,
proportionately, to all the rights and preferences of the underlying
preferred stock.
On February 10, 1995, the company called for redemption of all outstanding
shares of its preferred stock on March 13, 1995. The redemption price is $50.90
per depositary share, plus $.73 of accrued and unpaid dividends from December
15, 1994 to the redemption date. Each group of ten depositary shares,
representing one whole share of preferred stock, is convertible into 19.873
shares of the company's common stock at any time prior to the redemption date.
If fewer than all of the outstanding depositary shares are surrendered for
conversion, the company has arranged for certain institutions to purchase
directly from the company the whole number of shares of common stock as would
have been issuable upon the conversion of any depositary shares not surrendered
for conversion. The proceeds from any such sale will be used by the company to
redeem the depositary shares which are not surrendered for conversion.
6. STOCKHOLDER RIGHTS PLAN
In February 1990, the company adopted a stockholder rights plan. In
accordance with this plan, the company declared a dividend distribution of
preferred stock purchase rights at the rate of one right for each share of
common stock held as of the close of business on February 20, 1990.
Each right entitles the registered holder to purchase from the company a
unit consisting of one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $.10 per share, at a purchase price of $65, subject
to adjustment.
The rights will not be exercisable, or transferable apart from the common
stock, until certain events occur. The rights are redeemable by the company and
expire on December 31, 2000.
At a meeting on February 16, 1995, the Board of Directors of the company
authorized and directed a committee of its members to cause the company to
redeem the preferred stock purchase rights under the Stockholders Rights Plan
at a time to be determined by the committee, subject to the right of the
committee to request that the Board reconsider its action should a change in
circumstances occur. No decision concerning the date of the planned redemption
has been announced.
7. INCOME TAXES
Provision for income taxes consists of:
- - --------------------------------------------------------------------------------
1994 1993 1992
SFAS 109 SFAS 109 SFAS 96
(Thousands) Method Method Method
-------------------------------------
Current:
U.S. Federal $154,425 $83,598 $48,161
U.S. State and Local 13,001 3,640 7,835
Foreign National and Local 7,350 2,332 1,863
Deferred:
U.S. Federal (18,239) (1,947) (31,239)
U.S. State and Local (2,820) 1,798 -
Foreign National and Local (14) (203) -
-------- ------- -------
Provision for income taxes $153,703 $89,218 $26,620
======== ======= =======
- - --------------------------------------------------------------------------------
Tax benefits resulting from the exercise of nonqualified stock options and
the disqualifying disposition of shares acquired under the company's
incentive stock option and stock purchase plans reduced taxes currently
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995