UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (No. 1) (Mark One) (X) AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 1996 --------------------- 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 Number 1-7882 ------ ADVANCED MICRO DEVICES, INC. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 94-1692300 - -------------------------------- ----------------------------------- State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization One AMD Place P. O. Box 3453 Sunnyvale, California 94088-3453 - --------------------- --------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 732-2400 -------------- 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 of $0.01 par value common stock outstanding as of October 31, 1996: 136,543,378. ----------- Item 6. Exhibits and Reports on Form 8-K (a). Exhibits 4.1 Form of Advanced Micro Devices, Inc. 11% Senior Secured Notes due August 1, 2003, filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.2 Indenture, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and United States Trust Company of New York, as trustee, filed as Exhibit 4.2 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.3 Intercreditor and Collateral Agent Agreement, dated as of August 1, 1996, among United States Trust Company of New York, as trustee, Bank of America NT&SA, as agent for the banks under the Credit Agreement of July 19, 1996, and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.3 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.4 Payment, Reimbursement and Indemnity Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.4 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.5 Deed of Trust, Assignment, Security Agreement and Financing Statement, dated as of August 1, 1996, among Advanced Micro Devices, Inc., as grantor, IBJ Schroder Bank & Trust Company, as grantee, and Shelley W. 1 Austin as trustee, filed as Exhibit 4.5 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.6 Security Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust Company, as agent for United States Trust Company of New York, as Trustee, and Bank of America NT&SA, as agent for banks, filed as Exhibit 4.6 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.7 Lease, Option to Purchase and Put Option Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc., as lessor, and AMD Texas Properties, LLC, as lessee, filed as Exhibit 4.7 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.8 Reciprocal Easement Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and AMD Texas Properties, LLC, filed as Exhibit 4.8 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.9 Sublease Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc., as sublessee, and AMD Texas Properties, LLC, as sublessor, filed as Exhibit 4.9 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 2 10.11(a) Employment Agreement dated September 29, 1996 between the Company and W. J. Sanders III. 10.24 Credit Agreement, dated as of July 19, 1996, among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 99.1 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.24(a) First Amendment to Credit Agreement, dated as of August 7, 1996, among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 99.2 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.24(b) Second Amendment to Credit Agreement dated as of September 9, 1996 among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender. 10.25(n) Third Amendment to Third Amended and Restated Guaranty, dated as of May 10, 1996 (amending the Second Amendment to the Third Amended and Restated Guaranty, dated as of January 3 12, 1996, made by the Company in favor of CIBC, Inc.). 10.25(o) Fourth Amendment to Third Amended and Restated Guaranty, dated as of June 20, 1996 (amending the Third Amendment to the Third Amended and Restated Guaranty, dated as of May 10, 1996, made by the Company in favor of CIBC, Inc.). 10.25(p) Fifth Amendment to Third Amended and Restated Guaranty, dated as of August 1, 1996 (amending the Third Amended and Restated Guaranty, dated as of August 25, 1995, made by the Company in favor of CIBC, Inc.), filed as Exhibit 99.3 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.25(q) Fifth Amendment to Building Lease, dated as of August 1, 1996 (amending the Building Lease, dated as of September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC, Inc.), filed as Exhibit 99.4 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.25(r) Fifth Amendment to Land Lease, dated as of August 1, 1996 (amending the Land Lease, dated as of September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC, Inc.), filed as Exhibit 99.5 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4 *10.48 C-4 Technology Transfer and Licensing Agreement dated June 11, 1996 between the Company and IBM Corporation. 27.1 Financial Data Schedule.
(b). Reports on Form 8-K The following reports on Form 8-K were filed during the quarter for which this report is filed: 1. Current Report on Form 8-K dated July 10, 1996 reporting under Item 5 - Other Events - second quarter earnings. 2. Current Report on Form 8-K dated July 22, 1996 reporting under Item 5 - Other Events - commencement of the underwritten offering of the Company's Senior Secured Notes. 3. Current Report on Form 8-K dated August 13, 1996 reporting under Item 5 - Other Events - Completion of the underwritten offering of the Company's Senior Secured Notes. * Confidential treatment has been requested as to certain portions of this Exhibit. Amendment No. 1 to this Report includes a copy of this Exhibit which contains certain information not included in the copy filed with the original Report. 5 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned thereunto duly authorized. ADVANCED MICRO DEVICES, INC. Date: 2/14/97 By: /s/ Geoffrey Ribar ------------------------------- ------------------ Geoffrey Ribar Vice President and Corporate Controller Signing on behalf of the registrant and as the principal accounting officer 6 EXHIBIT INDEX ------------- Exhibits - -------- 4.1 Form of Advanced Micro Devices, Inc. 11% Senior Secured Notes due August 1, 2003, filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.2 Indenture, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and United States Trust Company of New York, as trustee, filed as Exhibit 4.2 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.3 Intercreditor and Collateral Agent Agreement, dated as of August 1, 1996, among United States Trust Company of New York, as trustee, Bank of America NT&SA, as agent for the banks under the Credit Agreement of July 19, 1996, and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.3 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.4 Payment, Reimbursement and Indemnity Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.4 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.5 Deed of Trust, Assignment, Security Agreement and Financing Statement, dated as of August 1, 1996, among Advanced Micro Devices, Inc., as grantor, IBJ Schroder Bank & Trust Company, as grantee, and Shelley W. Austin as trustee, filed as Exhibit 4.5 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.6 Security Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and IBJ Schroder Bank & Trust Company, as agent for United States Trust Company of New York, as Trustee, and Bank of America NT&SA, as agent for banks, filed as Exhibit 4.6 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.7 Lease, Option to Purchase and Put Option Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc., as lessor, and AMD Texas Properties, LLC, as lessee, filed as Exhibit 4.7 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.8 Reciprocal Easement Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and AMD Texas Properties, LLC, filed as Exhibit 4.8 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 4.9 Sublease Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc., as sublessee, and AMD Texas Properties, LLC, as sublessor, filed as Exhibit 4.9 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.11(a) Employment Agreement dated September 29, 1996 between the Company and W.J. Sanders III. 10.24 Credit Agreement, dated as of July 19, 1996, among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 99.1 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.24(a) First Amendment to Credit Agreement, dated as of August 7, 1996, among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 99.2 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.24(b) Second Amendment to Credit Agreement dated as of September 9, 1996 among Advanced Micro Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender. 10.25(n) Third Amendment to Third Amended and Restated Guaranty, dated as of May 10, 1996 (amending the Second Amendment to the Third Amended and Restated Guaranty, dated as of January 12, 1996, made by the Company in favor of CIBC, Inc.). 10.25(o) Fourth Amendment to Third Amended and Restated Guaranty, dated as of June 20, 1996 (amending the Third Amendment to the Third Amended and Restated Guaranty, dated as of May 10, 1996, made by the Company in favor of CIBC, Inc.). 10.25(p) Fifth Amendment to Third Amended and Restated Guaranty, dated as of August 1, 1996 (amending the Third Amended and Restated Guaranty, dated as of August 25, 1995, made by Advanced Micro Devices, Inc. in favor of CIBC, Inc.), filed as Exhibit 99.3 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. 10.25(q) Fifth Amendment to Building Lease, dated as of August 1, 1996 (amending the Building Lease, dated as of September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC, Inc.), filed as Exhibit 99.4 to the Corporation's Current Report on Form 8- K dated August 13, 1996, is hereby incorporated herein by reference. 10.25(r) Fifth Amendment to Land Lease, dated as of August 1, 1996 (amending the Land Lease, dated as of September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC, Inc.), filed as Exhibit 99.5 to the Corporation's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated herein by reference. *10.48 C-4 Technology Transfer and Licensing Agreement dated June 11, 1996, between the Company and IBM Corporation. 27.1 Financial Data Schedule * Confidential treatment has been requested as to certain portions of this Exhibit. Amendment No. 1 to this Report includes a copy of this Exhibit which contains certain information not included in the copy filed with the original Report.