8-K: Current report filing

FORM 8-K


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report: February 10, 1995



ADVANCED MICRO DEVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)




DELAWARE 1-7882 94-1692300
- - - - ------------------------------ -------------- ------------------

(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)



One AMD Place,
P.O. Box 3453
Sunnyvale, California 94088-3453
- - - - -------------------------------------- ----------
(address of principal executive office (Zip Code)



Registrant's telephone number,
including area code: (408) 732-2400



Exhibit Index
located on sequential page 4 Page 1 of 4

Item 5. Other Events.
- - - - ------ ------------

On February 10, 1995, Advanced Micro Devices, Inc. (the "Company") called
for redemption, on March 13, 1995 (the "Redemption Date"), all outstanding
shares of its $30.00 Convertible Exchangeable Preferred Stock (the "Preferred
Shares"), and, pursuant to the provisions of the Deposit Agreement between the
Company and The First National Bank of Boston, as Depositary, the Depositary
called for redemption, on the Redemption Date, all of the outstanding shares of
the Company's Depositary Convertible Exchangeable Preferred Shares (the
"Depositary Shares"), each of which represents 1/10th of a Preferred Share. The
redemption price per Depositary Share is $50.90 plus $0.73 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 Common Stock of the
Company at any time prior to 5:00 P.M. New York City time on the Redemption
Date. No accrued dividends will be paid in respect of any Depositary Shares
which are converted. As of February 9, 1995, the Company had 344,862 Preferred
Shares and 95,815,601 shares of its Common Stock outstanding. The conversion of
all of the outstanding Preferred Shares into Common Stock would result in the
issuance of an additional 6,853,442 shares of Common Stock.

In the event that fewer than all of the outstanding Depositary Shares are
surrendered for conversion prior to 5:00 p.m. New York City time on the
Redemption Date, the Company has arranged for Donaldson, Lufkin & Jenrette
Securities Corporation and Salomon Brothers Inc to purchase directly from the
Company up to such whole number of shares of Common Stock as would have been
issuable upon conversion of any Depositary Shares not surrendered for conversion
prior to 5:00 p.m. New York City time on the Redemption Date. The proceeds from
any such sale will be used by the Company to redeem the Depositary Shares which
are not surrendered for conversion by the holders thereof.

Item 7. Financial Statements and Exhibits.
- - - - ------ ---------------------------------

(c) Exhibits:

1 Standby Agreement dated February 10, 1995, filed as Exhibit 1 to
the Registration Statement of the Company on Form S-3,
Registration No. 33-57653, is incorporated herein by reference.


2

SIGNATURES
----------

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 hereunto duly authorized.


ADVANCED MICRO DEVICES, INC.
(Registrant)



Date: February 23, 1995 By: /s/ Marvin D. Burkett
---------------------------
Marvin D. Burkett
Senior Vice President
Chief Administrative Officer
Chief Financial Officer
and Treasurer


3

Exhibit Index
-------------


Sequential
Page No.
----------

1 Standby Agreement dated February 10, 1995,filed
as Exhibit 1 to the Registration Statement of
the Company on Form S-3, Registration No.
33-57653, is incorporated herein by reference.


4