UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13G/A INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 12D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADVANCED MICRO DEVICES, INC. ------------------------------ (Name of Issuer) COMMON STOCK --------------------------------- (Title of Class of Securities) 007903107 ----------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of more than five percent or less of such class.) (See Rule 13d-7.) CUSIP No. 007903107 13G/A - ---------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. identification no. of above person COMPAQ COMPUTER CORPORATION ---------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)[ ] (b)[ ] ---------------------------------------------------------- 3. SEC use only ---------------------------------------------------------- 4. Citizenship or place of organization Delaware ---------------------------------------------------------- 5. Sole Voting Power 2,445,939 Number of ------------------------ shares 6. Shared Voting Power beneficially owned by each ------------------------ Reporting 7. Sole Dispositive Power person with 2,445,939 ------------------------ 8. Shared Dispositive Power ------------------------ 9. Aggregate amount beneficially owned by each reporting person 2,445,939 ---------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares [ ] ---------------------------------------------------------- 11. Percent of class represented by amount in row 9 1.8% ---------------------------------------------------------- 12. Type of Reporting person CO ---------------------------------------------------------- ITEM 1(A). NAME OF ISSUER: ADVANCED MICRO DEVICES, INC. (AS SUCCESSOR ENTITY IN CONNECTION WITH ACQUISITION OF NEXGEN, INC.) ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: ONE AMD PLACE P.O. BOX 3453 SUNNYVALE CA 94088-3453 ITEM 2(A). NAME OF PERSON FILING: COMPAQ COMPUTER CORPORATION ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 20555 STATE HIGHWAY 249 HOUSTON, TEXAS 77070 ITEM 2(C). CITIZENSHIP: DELAWARE ITEM 2(D). TITLE OF CLASS OF SECURITIES: COMMON STOCK ITEM 2(E). CUSIP NUMBER: 007903107 ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act, (b) Bank as defined in Section 3(a) (6) of the Act, (c) Insurance Company as defined in Section 3(a) (19) of the Act, (d) Investment Company registered under Section 8 of the Investment Company Act, (e) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b) (1) (ii) (F), (g) Parent Holding Company, in accordance with Rule 13d-1 (b) (ii) (G); see Item 7, (h) Group, in accordance with Rule 13d-1 (b)(1)(ii)(H) Item 4. Ownership. (a) Amount beneficially owned: 2,445,939 (b) Percent of class: 1.8 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,445,939 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,445,939 (iv) Shared power to dispose or to direct the disposition of: 0 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: 1.8% ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: APRIL 17, 1996 Signature: /s/DAVID J. SCHEMPF ------------------- David J. Schempf Corporate Finance, Corporate Controller & Treasurer