424B1 1 APPENDIX B 3/22/95 RESTRICTED STOCK OPTION PLAN APPENDIX B 11,000,000 Shares DATA GENERAL CORPORATION Common Stock ($.01 Par Value) Under the Data General Corporation Restricted Stock Option Plan Appendix Dated March 22, 1995 to Prospectus Dated February 11, 1988 Additional Information Concerning The Data General Corporation Restricted Stock Option Plan This Appendix supplements the information contained in the Prospectus dated February 11, 1988 (the "Prospectus"), relating to shares of Common Stock, $.01 par value per share ("Common Stock"), of Data General Corporation (the "Company") issuable pursuant to the Company's Restricted Stock Option Plan (the "Plan"). The Company does not intend to update the text of the Prospectus in the future unless and until there is a material change in the information contained therein. However, the Company intends to reflect any changes in the information contained in the Prospectus and this Appendix by distributing, as and when considered appropriate by the Company in light of the nature of such change, a substitute Appendix to every person to whom the Prospectus has previously been given and who continues to hold an outstanding option under the Plan, unless such change (i) is reflected in any document filed by the Company with the Securities and Exchange Commission (the "Commission") after the date of this Appendix and incorporated by reference into the Prospectus, (ii) is otherwise communicated to such person in accordance with the rules and regulations of the Commission in effect from time to time, or (iii) is not required to be reflected in an update to this Appendix by such rules and regulations. Notwithstanding the foregoing, any person holding options who receives only this Appendix may obtain a copy of the Prospectus, upon request from the Company, 4400 Computer Drive, Westboro, Massachusetts 01580, Attention: Mr. David Roy, Office of Public Affairs. The Company's Common Stock is listed on the New York Stock Exchange. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or make any representations other than as contained herein in connection with the offer contained in the Prospectus and this Appendix and, if given, such information or representation must not be relied upon as having been authorized by the Company. The Prospectus and this Appendix do not constitute an offer to sell, or a solicitation to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. The delivery of the Prospectus and this Appendix at any time does not imply that the information therein or herein is correct as of any time subsequent to their dates. Statements contained in the Prospectus and this Appendix as to the provisions of the Plan are not necessarily complete and in each instance reference is made to the copy of the Plan which appears in the Prospectus, and each such statement in the Prospectus and this Appendix is qualified in all respects by such reference. CURRENT INFORMATION CONCERNING THE PLAN 1. Restricted Stock Option Plan Committee: As of January 25, 1995, the Restricted Stock Option Plan Committee was comprised of Messrs. Ferdinand Colloredo-Mansfeld, Donald H. Trautlein and Richard L. Tucker. Messrs. Colloredo-Mansfeld, Trautlein and Tucker are directors of the Company. All three also constitute the Employee Stock Option Plan Committee. 2. Securities Subject to the Plan: As of December 24, 1994, of an aggregate of 11,000,000 shares of Common Stock authorized under the Plan, 8,090,981 shares had been issued, options with respect to 2,514,821 shares had been granted and were outstanding, and 394,198 shares of Common Stock were reserved for issuance and available for the grant of additional options under the Plan. 3. Extent of Participation: As of December 24, 1994, approximately 2,900 employees were eligible to participate in the Plan, and approximately 1,700 employees were participating in the Plan. 4. Options Outstanding: The following table sets forth information, as of December 24, 1994, regarding all options outstanding under the Plan: Average Per Range of Number of Shares Share Option Expiration Dates Subject to Option Exercise Price 2,514,821 $4.19 2/28/95-12/22/04 5. Legal Matters: Frederick R. Adler, a director and officer of the Company, and Carl E. Kaplan, an officer of the Company. are partners in Fulbright & Jaworski L.L.P. Mr. Adler and certain partners and associates of Fulbright & Jaworski L.L.P. beneficially owned an aggregate of 394,981 shares of Common Stock as of December 31, 1994. 6. Participating Subsidiaries: The following is a list of subsidiaries of Data General Corporation whose employees are eligible to participate in the Restricted Stock Option Plan: Name of Subsidiary State of Organization Asia Data General. . . . . . . . . . . . Delaware China Data General . . . . . . . . . . . Delaware Clariion Storage Systems, Inc. . . . . . Delaware DG Argentina S.A . . . . . . . . . . . . Argentina DG Foreign Sales Corp., Inc. . . . . . . Virgin Islands DG Venezuela C.A . . . . . . . . . . . . Venezuela Data General (Canada) Inc. . . . . . . . Canada Data General International Sales Corporation. .Delaware Data General Investment Corporation. . . Delaware Data General Limited . . . . . . . . . . United Kingdom Data General GmbH . . . . . . . . . . . Germany Data General Gesellschaft mbH . . . . . Austria Data General France SARL. . . . . . . . France Data General Nederland BV . . . . . . . Netherlands Data General Australia Pty., Ltd. . . . Australia Data General Israel, Ltd. . . . . . . . Israel Data General Hong Kong, Ltd . . . . . . Hong Kong Data General A.G. . . . . . . . . . . . Switzerland Data General Europe, Inc. . . . . . . . Delaware Data General S.A. . . . . . . . . . . . Belgium Data General A/S. . . . . . . . . . . . Norway Data General S.p.A. . . . . . . . . . . Italy Data General New Zealand Limited. . . . New Zealand Data General Latin America, Inc. . . . . Delaware Data General Ireland, Ltd. . . . . . . . Ireland Data General Costa Rica, S.A. . . . . . Costa Rica Data General ApS . . . . . . . . . . . . Denmark Data General OY . . . . . . . . . . . . Finland Data General Puerto Rico, Inc. . . . . . Delaware Data General S.A. . . . . . . . . . . . Spain Data General Chile S.A. . . . . . . . . Chile Data General Hong Kong Sales and Service, Ltd .Hong Kong Data General Singapore Pte., Ltd. . . . Singapore Data General Japan. . . . . . . . . . . Japan Data General del Peru, S.A. . . . . . . Peru Data General A.B. . . . . . . . . . . . Sweden Data General de Mexico S.A. de C.V. . . Mexico Data General Finance Corporation . . . Delaware Data General Philippines, Inc. . . . . . Philippines Data General (Portugal) Sociedade de Computadores Lda. . . . . . . . . . Portugal Data General Systems (Thailand) Limited Thailand Data General Hungary . . . . . . . . . . Hungary Data General International, Inc. . . . . Delaware Data General International Manufacturing Pte., Ltd. .Singapore Data General International Sales Corporation..Delaware Data General Korea Ltd.. . . . . . . . . Korea Data General Ltda. . . . . . . . . . . . Brazil Data General Singapore Pte., Ltd.. . . . Singapore Data General Technology (1990) Limited . Israel Data General Telecommunications, Inc.. . Delaware Datagen, Inc.. . . . . . . . . . . . . . Delaware General Risk Insurance Company, Ltd. . . Bermuda SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. Article VI of the Company's By-Laws contains provisions for the indemnification of directors, officers and employees of the Company within the limitations permitted by Section 145. The Company carries a directors' and officers' liability insurance policy which provides for payment of expenses of the Company's directors and officers in connection with threatened, pending or completed actions, suits or proceedings against them in their capacities as directors and officers, in accordance with the Company's By-Laws and the General Corporation Law of Delaware. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "'33 Act"), may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the '33 Act and is therefore unenforceable. EXPERTS The consolidated financial statements incorporated in the Prospectus of which this Appendix is a part by reference to the Annual Report on Form 10-K of Data General Corporation for the year ended September 24, 1994, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. AVAILABLE INFORMATION Data General Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files proxy statements, reports and other information with the Commission. Such proxy statements, reports and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices of the Commission: Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and Suite 1300 7 World trade Center, New York, ew York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such information can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement under the '33 Act with respect to the securities offered hereby. The Prospectus and this Appendix do not contain all information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits thereto filed as a part thereof. The Company will furnish without charge to each person to whom this Appendix is delivered, upon request, a copy of any or all of the documents that have been incorporated by reference in the Registration Statement of which this Appendix is a part, other than exhibits to such documents. Requests should be addressed to: Mr. David Roy, Office of Public Affairs, Data General Corporation, 4400 Computer Drive, Westboro, Massachusetts 01580 (telephone number (508) 898-5000).