<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10K

(MARK ONE)
    [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 [FEE REQUIRED]
                   For the Fiscal Year Ended December 31, 2001
                                       OR

    [_]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                 ]
                   For the Fiscal Year Ended December 31, 2000

                           Commission File No. 0-13576

                           ENCORE COMPUTER CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                               04-2789167
------------------------------------------  ------------------------------------
        (State of Incorporation)                  (I.R.S. EMPLOYER I.D. NO.)

         34929 Curtis Boulevard
             Eastlake, Ohio                                44095
------------------------------------------  ------------------------------------
  (Address of Principal Executive Offices)               (Zip Code)

Telephone:  (440) 953-5170

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share

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.   X  Yes  ____No
                                   ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_].

Aggregate market value, as of February 28, 2002 of Common Stock held by
non-affiliates of the registrant: $207,000.

The number of shares outstanding of the registrant's only class of Common Stock
as of February 28, 2002 was 80,746,722.

                                                      PART OF DOCUMENT
DOCUMENTS INCORPORATED BY REFERENCE:                IN WHICH INCORPORATED
                                               ---------------------------------

A list of all exhibits to this Form 10-K is on Page 31.

<PAGE>

PART I
Item 1   Business
-----------------

Until November 1997, Encore Computer Corporation ("Encore" or the "Company") was
engaged in manufacturing, distributing and supporting (i) scalable real-time
computer systems and (ii) data storage products for very large computer systems.
In November 1997 the Company sold its storage products business and in January
1999 the Company completed the sale of its real time computer systems business
effective December 31, 1998. Since January 1999, the Company's only assets have
been cash, claims and receivables relating to the sales of its storage products
and real-time computer systems businesses.

In 1989, Encore acquired the assets and assumed the liabilities of the Gould
Electronics Inc.'s ("Gould") Computer Systems Division, which was significantly
larger than Encore. From 1989 through November 1997, Gould (which is a wholly
owned subsidiary of Japan Energy Corporation) had been the principal source of
the Company's financing. During that period, the Company borrowed a total of
$418 million from Gould and its affiliates. Encore had invested most of this in
research and development. However, despite its efforts, Encore was unable to
penetrate the marketplace for storage products and sales of its real-time
computer systems declined significantly. By mid-1997 Gould had made it clear
that it would not provide further financing to Encore, other than working
capital to keep the storage products business operating for a short period until
a pending sale could be completed.

Sale of the Storage Products Business

On November 24, 1997, the Company sold substantially all the assets associated
with its storage products business to Sun Microsystems, Inc. ("Sun"). The Asset
Purchase Agreement under which the transaction took place contemplated that Sun
would pay $185 million for the storage products business, of which $150 million
would be paid in cash at the closing and $35 million would be paid on July 1,
1998, subject to Sun's right to make offsets against the second payment. In
fact, because of certain closing adjustments, Sun paid Encore $151,168,227 at
the closing.

In connection with the sale of Encore's storage business to Sun, Gould also
entered into an agreement with Sun under which Gould guaranteed most of Encore's
obligations under the Asset Purchase Agreement between Encore and Sun, agreed to
provide whatever funds were necessary to ensure that Encore would not become
insolvent within one year after the closing of the sale to Sun, and indemnified
Sun against any losses Sun might incur if the sale of Encore's storage products
business to Sun were challenged in an insolvency proceeding relating to Encore
commenced within two years after the closing.

Shortly before July 1, 1998, Sun asserted claims against Encore totaling
$9,692,000. Because of that, on July 1, 1998, Sun paid only $25,308,000 of the
$35,000,000, which was due on that date. On July 16, 1999, Sun and Encore
entered a Settlement Agreement and Mutual Release pursuant to which Sun paid
$2,500,000 to Gould (to which the balance of the receivable from Sun had been
assigned) as a settlement for the receivable and Sun released these claims. Sun
did not release Gould's other indemnification obligations related to Encore's
obligations under the Asset Purchase Agreement.

On November 24, 1997, Gould held (i) notes, secured by all of Encore's assets,
under which Encore owed Gould $93.55 million for money Encore had borrowed from
Gould plus unpaid interest, and (ii) convertible preferred stock of Encore with
a liquidation preference totaling $411 million, which Encore had issued to Gould
between 1991 and 1996 in exchange for cancellation of indebtedness for money
Encore had borrowed from Gould and interest on those borrowings.

                                       -2-

<PAGE>

In addition, Gould held approximately 48.44% of Encore's common stock, which
Gould had obtained as part of the consideration for the sale of its Computer
Systems Division to Encore in 1989 or through conversion of convertible
preferred stock. In connection with the sale of Encore's storage products
business to Sun, Encore and Gould agreed that Encore would repay the secured
notes and unpaid interest thereon and redeem all the convertible preferred stock
which Gould held for $60 million, of which $25 million was to be paid at the
closing of the Sun transaction, and the balance was to be satisfied with the
second payment due from Sun. In addition, Gould agreed that if it received the
entire $35 million by July 31, 1998, Gould would waive its right to receive
additional shares of preferred stock with a liquidation preference of
approximately $43 million, which were due to it as past-due dividends on the
convertible preferred stock which was being redeemed. Finally, Gould agreed that
if Encore were liquidated before November 24, 1999, Gould would waive any right
it had as a holder of Encore's common stock with regard to the first $30 million
of liquidating distributions made to Encore's common stockholders.

Because Sun withheld $9,692,000 of the payment due on July 1, 1998, Encore
remained obligated to Gould in that amount and had to either pay that amount to
Gould out of its own funds by July 31, 1998 or issue to Gould the over-due
dividend shares of convertible preferred stock, which had a liquidation
preference of $42,678,400. However, in order to give Encore more time to attempt
to resolve Sun's claims, Gould agreed that if Encore issued those dividend
shares to it, Gould would give Encore the option to repurchase the dividend
shares on or before July 31, 1999 for an amount equal to the balance of the
$9,692,000 which remained unpaid ($7,192,000 after the payment of $2,500,000
received on July 16, 1999) plus interest at 8.5% per annum from August 1, 1998.
Encore then issued the dividend shares to Gould. On July 31, 1999, Gould
extended Encore's option to repurchase the dividend shares to October 30, 1999;
Gould subsequently extended Encore's option to December 15, 1999, when it
expired.

On December 30, 1999, Encore paid Gould the $7,192,000 balance due as a result
of the redemption of convertible preferred stock from Gould, and Gould, among
other things, agreed (i) to convert the dividend shares into common stock and
(ii) that if Encore were liquidated before November 24, 2000, Gould would waive
any right it had as a holder of Encore's common stock with regard to the first
$30 million of liquidating distributions made to Encore's common stockholders.
Additionally, Gould agreed to indemnify Encore for any obligations it might
incur to indemnify its current and future directors, up to a total of
$7,192,000. On January 20, 2000, Gould converted its convertible preferred stock
into 13,295,815 shares of common stock.

Sale of the Real-Time Business

On June 4, 1998, the Company and Gores Technology Group ("Gores") entered into a
definitive agreement for the Company to sell its real-time business to Gores for
$3 million in cash.

At the same time the Company entered into the agreement to sell its real-time
computer systems business to Gores, the Company entered into a management
agreement under which Gores took over management of the real-time computer
systems business, retaining any positive cash flow and bearing any negative cash
flow, but receiving a management fee of $100,000 per month, which was to be
refunded to Encore upon closing of the sale of the real-time computer systems
business to Gores. Encore provided a $2 million line of credit to Gores to fund
its operation of the real-time computer systems business until the closing.

The sale of the real-time computer systems business to Gores was approved by the
Company's stockholders on September 11, 1998, and the transaction was completed
on January 6, 1999. At the closing of the sale, the Company received $2,750,000
(with the additional $250,000 set off against the purchase price to resolve an
alleged breach of indemnity claim) and the parties agreed

                                       -3-

<PAGE>

to resolve shortly after the closing disputed items relating to the sale,
including the amounts due to Encore under the management agreement and the line
of credit, and certain other indemnity claims by Gores. On August 10, 2000, the
Company reached an agreement in principle to resolve these items. In connection
with the agreement, Encore and Gores agreed to reduce the principal balance of
the receivable by (1) $96,000 relating to an uncollectible note receivable
purchased by Gores in the acquisition of the real-time business and (2) $150,000
for expenses incurred in the negotiation of this settlement. As a result, the
receivable balance due to Encore was $2,979,000.

In order to reduce this balance, Gores agreed to make payments on Encore's
behalf relating to the closing of certain foreign offices. Such payments
included lease termination fees and payment of taxes. During fiscal 1999, Gores
paid $35,000 relating to the termination of Encore's Belgium office lease.
Subsequent to December 31, 1999, Gores paid approximately $1,845,000 relating to
lease termination costs and a tax settlement. After these payments, the
receivable balance amounted to $1,098,000. Gores agreed to make cash payments to
Encore for the remainder of the balance. In August and October 2000, Encore
received payments totaling $500,000 toward the receivable balance. In February
2001, Encore received the remaining $598,000 plus an additional $16,000.

It had been contemplated that after the real-time computer systems business was
sold to Gores, Encore would be liquidated. However, because of a provision of
the agreements relating to Encore's sale of its storage products business to
Sun, Encore's stockholders could not vote on the liquidation of Encore at the
meeting on September 11, 1998 at which they approved the sale of the real-time
computer systems business. The Company's Board of Directors expects to
reconsider when the Company should be liquidated when various disputed items are
determined, including whether the Company will have any indemnification
obligations with regard to a pending lawsuit by stockholders of the Company with
regard to the Sun transaction and related redemption of convertible preferred
stock from Gould.

The Board of Directors terminated the employment of the Company's President on
September 30, 1998 and the employment of the Company's Chief Executive Officer
on November 24, 1998, in view of the fact that the Company no longer had any
active business. The Company's staff was reduced to its General Counsel (who
took the position of President), its Chief Financial Officer, its Vice President
of Human Resources (who continued to be involved in employee compensation
matters arising out of the sales of the storage products and the real-time
computer systems businesses) and a few clerical and administrative employees.
The Company also moved its offices to substantially smaller space, which it
occupied under a short-term lease. Those offices were closed on or about June
30, 1999, and the remaining employees terminated. The Company's further
activities are conducted in space provided by Gould in Eastlake, Ohio.

The assets of the Company available for distribution to shareholders on
liquidation of Encore would be (i) the Company's assets, less its liabilities,
at December 31, 2001, plus or minus (ii) any amounts by which the costs of
liquidation and costs related to contingent liabilities, including pending
litigation, are less or greater than the reserves reflected on the December 31,
2001 balance sheet, minus (iii) expenses incurred after December 31, 2001 which
have not been contemplated in the accruals.

                                       -4-

<PAGE>

Item 2   Properties
-------------------

The Company does not own any facilities.

On June 19, 2000, the Company terminated its lease at its idle London facility
and has no further lease obligations for facilities.

                                       -5-

<PAGE>

Item 3   Legal Proceedings
--------------------------

Shortly before the Sun transaction was closed, shareholders of the Company
brought a lawsuit in the Delaware Chancery Court against Gould and the Company's
then directors, C. David Ferguson, Robert Fedor, Rowland Thomas and Kenneth
Fisher. Three similar shareholder suits were also filed and all four suits have
been consolidated as Civil Action #16044, In Re Encore Computer Corporation
                                          ---------------------------------
Shareholders Litigation. The shareholders filed an amended complaint adding
-----------------------
directors Michael Veysey and Thomas Rich as defendants and eliminating the
Company as a defendant. The defendants moved to dismiss the amended complaint
and that motion was granted on June 16, 2000. Two of the Plaintiffs filed a
notice of appeal to the Delaware Supreme Court. Although the Company is not a
party to the litigation, the Company is obligated to indemnify its officers and
directors against liability for matters such as those which are the subject of
the litigation. On July 6, 2001, the parties reached a proposed settlement that,
upon court approval, would have provided for a repurchase by the Company and
redistribution to class members of the defendants' common stock holdings in the
Company and the individual defendants' resignation from their positions with the
Company in favor of the plaintiffs' nominees. At a hearing on October 12, 2001,
the court did not grant its approval to the proposed settlement. Attorneys for
parties to the lawsuit and for two shareholders who objected to the settlement
continue to have discussions about settlement of the litigation. The defendants
own approximately 63% of the outstanding common stock of the Company.

Item 4  Submissions of Matters to a Vote of Security Holders
------------------------------------------------------------

None

                                       -6-

<PAGE>

PART II

Item 5 Market for Registrant's Common Equity and Related Stockholder Matters
----------------------------------------------------------------------------
The Company's common stock is traded on the OTC Bulletin Board under the symbol
ENCC.

The high and low closing sale prices of Encore's common stock are shown for
fiscal years 2001 and 2000 in the table below:

<TABLE>
<CAPTION>
                                  Fiscal 2001                        Fiscal 2000
                       ---------------------------------  ------------------------------
                            High            Low              High            Low
                       ---------------------------------  ------------------------------
      <S>              <C>                  <C>           <C>                <C>
      1/st/ Quarter             .046875         .015625            .0625        .015625
      2nd Quarter                .09375          .03125            .0625        .015625
      3/rd/ Quarter             .046875         .015625           .03125        .015625
      4/th/ Quarter             .015625            .006          .015625        .015625
</TABLE>

BankBoston, N.A. is the stock transfer agent and registrar of the Company's
common stock, and maintains shareholder records. The agent will respond to
questions on change of ownership, lost stock certificates, consolidation of
accounts and change of address. Shareholder correspondence on these matters
should be addressed to:

BankBoston, N.A.
c/o Boston EquiServe, L.P.
P.O. Box 8040
Mail Stop 45-02-64
Boston, Massachusetts 02266-8040.

As of February 28, 2002, there were 2,339 holders of record of the Company's
common stock. The Company has never paid, and does not expect to pay in the
future, cash dividends on its common stock, except for any distributions in
liquidation.

                                       -7-

<PAGE>

Item 6 Selected Financial Data
------------------------------

<TABLE>
<CAPTION>
(in thousands except                                 For the year ended December 31,
  per share data)                                    -------------------------------
                                    2001             2000              1999              1998             1997
                                    ----             ----              ----              ----             ----
<S>                             <C>              <C>               <C>               <C>            <C>
Net sales                           N/A              N/A               N/A           $  20,435      $  29,486
Operating loss                      N/A              N/A               N/A              (7,474)       (76,528)
Gain on Sun Transaction             N/A              N/A               N/A              25,308        119,890
Net income (loss)                   N/A              N/A               N/A              16,658         34,164
Changes in net assets
   in liquidation (2)           $   338          $   486           $ 5,022                 N/A            N/A
Basic income (loss)
   per common share (1)             N/A              N/A               N/A                0.24           0.11
Weighted average shares of
   common stock
   outstanding (1)                  N/A              N/A               N/A              67,451         40,568
Working capital                     N/A              N/A               N/A                 N/A        (21,617)
Total assets                      3,291            3,170             7,034              16,753         37,451
Long term debt                      ---              ---               ---                 ---            ---
Shareholders' equity
  (capital deficiency)              N/A              N/A               N/A                 N/A        (19,646)
Net assets in liquidation (2)     2,858            2,520             2,034              (2,988)           N/A
Net assets in liquidation
   per common share (2)         $  .035          $   .03           $   .03                   0            N/A
</TABLE>

(1) During 1998 and 1997, preferred stock dividends amounted to $533,000 and
$29,579,900, respectively. All preferred stock dividends were paid in additional
shares of preferred stock or were accumulated.

(2) The Company ceased operating activities as of December 31, 1998.
Additionally, management expects that liquidation of the Company will occur. As
a result, the Company has adopted the liquidation basis of accounting as of
December 31, 1998 and for all periods subsequent to December 31, 1998.

                                       -8-

<PAGE>

Item 7 Management's Discussion and Analysis of Financial Condition and Results
------
       of Operations

Overview and Liquidation

The Company conducted no business operations after December 31, 1998.

During fiscal 1997, Encore sold substantially all of its assets associated with
its storage products business to Sun. During fiscal 1998, the Company sold its
real-time computer systems business to Gores. After these transactions,
management contemplated that the Company would be liquidated. However, because
of a provision of the agreements relating to Encore's sale of its storage
products business to Sun, Encore's stockholders could not vote on the
liquidation of Encore at the meeting on September 11, 1998, at which they
approved the sale of the real-time computer systems business. The Company's
Board of Directors expects to reconsider when the Company should be liquidated
when various disputed items are determined, including whether the Company will
have any indemnification obligations with regard to a pending lawsuit by
stockholders of the Company with regard to the Sun transaction and related
redemption of convertible preferred stock from Gould.

The Board of Directors terminated the employment of the Company's President on
September 30, 1998 and the employment of the Company's Chief Executive Officer
on November 24, 1998 in view of the fact that the Company no longer had any
active business. The Company's staff was reduced to its General Counsel, who
took the position of President, its Chief Financial Officer, its Vice President
of Human Resources (who continued to be involved in employee compensation
matters arising out of the sales of the storage products and the real-time
computer systems businesses) and a few clerical and administrative employees. In
fiscal 1999, all remaining employees were terminated. The Company also moved its
offices to a substantially smaller space, which it occupied under a short-term
lease. Those offices were closed on or about June 30, 1999, and the Company's
further activities are conducted in space provided by Gould in Eastlake, Ohio.
Management expects that liquidation of the Company will occur. As a result, the
Company adopted the liquidation basis of accounting as of December 31, 1998 and
for all periods subsequent to December 31, 1998.

The assets of the Company available for distribution to shareholders on
liquidation of Encore would be (i) the Company's assets, less its liabilities,
at December 31, 2001, plus or minus (ii) any amounts by which the costs of
liquidation and costs related to contingent liabilities, including pending
litigation, are less or greater than the reserves reflected on the December 31,
2001 balance sheet, minus (iii) expenses incurred after December 31, 2001 which
have not been contemplated in the accruals.

Under the liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their estimated amounts.

Comparison of 2001 and 2000 and 1999

The Company ceased operations when the Gores transaction was entered into on
December 31, 1998. Throughout 2001, 2000 and 1999, the Company continued to
settle liabilities. During fiscal 2001, 2000 and 1999, previously established
accruals for termination and wind down costs were adjusted based on revised
estimates of the ultimate cost of such activities. Such revisions included
reduction for overaccruals of taxes, the cost of closing foreign offices, and
distributions upon liquidation of foreign subsidiaries.

                                       -9-

<PAGE>

Liquidity and Capital Resources

In fiscal 2001, the Company received $157,000 from Sun to conclude its
obligations under a lease and $271,000 from the liquidation of foreign
subsidiaries. In fiscal 2000, the Company received $500,000 from Gores as a
partial payment of amounts owed. In February 2001, the Company received the
remaining amounts due. In fiscal 1999, the Company received $2,750,000 from the
sale of its real-time computer systems business. Additionally, the Company
received $2,500,000 from the Settlement Agreement and Mutual Release with Sun.

The Company does not expect to receive any significant additional amounts of
cash as it continues to wind down its affairs. Throughout 2001, 2000 and 1999,
the Company used its existing cash resources to settle liabilities to further
the wind down of its affairs.

At December 31, 2001, the Company had cash and cash equivalents totaling
$3,291,000. Its only need for funds is to pay additional sums in connection with
the termination and liquidation of its businesses, which were estimated at
$433,000, including ongoing expenses.

Cautionary Statement Relating to Forward-Looking Statements

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which represent the
Company's expectations and beliefs concerning future events. These statements by
their nature involve substantial risks and uncertainties and actual events or
results may differ as a result of these and other factors. The principal factors
that could cause the Company's actual results to differ materially from those in
the forward-looking statements include material differences between actual
liquidation costs and those which have been estimated. (See Exhibit 99
incorporated herein by reference to the Company's Form 10-Q for the period ended
June 30, 1996.)

                                      -10-

<PAGE>

               Item 8 Financial Statements and Supplementary Data
               --------------------------------------------------

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

To the Shareholders and Directors
of Encore Computer Corporation

In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the consolidated net assets in liquidation of
Encore Computer Corporation and subsidiaries (collectively the "Company") at
December 31, 2001 and 2000 and the consolidated changes in net assets in
liquidation for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America applied on the basis described in Note A to the financial statements.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in Note A, management expects that liquidation will occur. As a
result, the Company changed its basis of accounting as of and for periods
subsequent to December 31, 1998 from a going concern basis to a liquidation
basis.

PRICEWATERHOUSECOOPERS LLP
Miami, Florida

February 22, 2002

                                      -11-

<PAGE>

ENCORE COMPUTER CORPORATION
CONSOLIDATED STATEMENT OF CHANGES
IN NET ASSETS IN LIQUIDATION

(In thousands)

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                                           2001          2000          1999
                                                           ----          ----          ----
<S>                                                      <C>           <C>          <C>
Net assets in liquidation at beginning of period         $2,520        $2,034       ($2,988)

     Adjustment of net assets in liquidation:
          Settlement with Sun                                                         2,500
          Refund of taxes                                                               453
          Foreign exchange loss                                          (338)
          Other adjustments of estimated amounts            229           672         1,559

     Interest income                                        109           152           510
                                                        -------       -------       -------

Net assets in liquidation at end of period              $ 2,858       $ 2,520       $ 2,034
                                                        =======       =======       =======
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
   statements.

                                      -12-

<PAGE>

ENCORE COMPUTER CORPORATION
---------------------------
Consolidated Statements of Net Assets in Liquidation
--------------------------------------------------------------------------------
(in thousands except share data)
--------------------------------

<TABLE>
<CAPTION>
                                                           December 31,    December 31,
                                                               2001            2000
                                                           ------------    ------------
<S>                                                        <C>             <C>
ASSETS
    Cash and cash equivalents                               $     3,291     $     2,556
    Due from Gores                                                                  614
                                                            -----------     -----------
      Total assets                                          $     3,291     $     3,170
                                                            ===========     ===========

LIABILITIES AND NET ASSETS IN LIQUIDATION
    Accounts payable and accrued liabilities                $       433     $       650
                                                            -----------     -----------
      Total current liabilities                                     433             650

Commitments and contingencies (Note G)
Net assets in liquidation                                         2,858           2,520
                                                            -----------     -----------
      Total liabilities and net assets in liquidation       $     3,291     $     3,170
                                                            ===========     ===========
Number of Preferred Shares outstanding                                0               0
                                                            ===========     ===========
Number of Common Shares outstanding                          80,746,722      80,746,722
                                                            ===========     ===========
Net assets in liquidation per Preferred Share               $      0.00     $         0
                                                            ===========     ===========
Net assets in liquidation per Common Share                  $     0.035     $      0.03
                                                            ===========     ===========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                                                              13

<PAGE>

ENCORE COMPUTER CORPORATION

Consolidated Statements of Shareholders' Equity (Capital Deficiency)
--------------------------------------------------------------------------------
(in thousands except share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   Preferred Stock
                                         ------------------------------------------------------------------------------
                                            Series A      Series B        Series D         Series E         Series F
                                         ------------  --------------  --------------- ---------------- ---------------
                                                 Par             Par              Par              Par             Par
                                         Shares Value   Shares  Value    Shares  Value   Shares   Value  Shares   Value
                                         ------ -----  -------- -----  --------- ----- ---------  ----- --------  -----
<S>                                      <C>    <C>    <C>      <C>    <C>       <C>   <C>        <C>   <C>       <C>
Balance January 1, 1999                       - $  -     65,716 $   1    105,491 $   1   107,832  $   1   50,454  $   -

Changes in net assets in liquidation
                                         ------ ----   -------- -----  --------- ----- ---------  ----- --------  -----
Balance December 31, 1999                     -    -     65,716 $   1    105,491     1   107,832      1   50,454  $   -

Changes in net assets in liquidation

Conversion of Preferred Stock Series B,
  D, E, F, G, H and I to Common Stock                   (65,716)   (1)  (105,491)   (1) (107,832)    (1) (50,454)
                                         ------ ----   -------- -----  --------- ----- ---------  ----- --------  -----
Balance December 31, 2000

Changes in net assets in liquidation
                                         ------ ----   -------- -----  --------- ----- ---------  ----- --------  -----
Balance December 31, 2001                       $  -   $      -     -  $       -     - $       -      - $      -  $   -
                                         ====== ====   ======== =====  ========= ===== =========  ===== ========  =====

<CAPTION>
                                         --------------------------------------------------------------------
                                                                                                Common Stock
                                         -------------------------------------------------  -----------------
                                             Series G        Series H         Series I                         Additional
                                         ---------------  ---------------  ---------------
                                                    Par              Par              Par               Par      Paid-in
                                          Shares   Value   Shares   Value   Shares   Value    Shares    Value    Capital
                                         --------  -----  --------  -----  --------  -----  ----------  -----  ----------
<S>                                      <C>       <C>    <C>       <C>    <C>       <C>    <C>         <C>    <C>
Balance January 1, 1999                    54,142  $   1    33,110  $   -   15,369   $  --  67,450,907  $ 675  $  427,007

Changes in net assets in liquidation
                                         --------  -----  --------  -----  -------   -----  ----------  -----  ----------
Balance December 31, 1999                  54,142  $   1    33,110  $   -   15,369   $  --  67,450,907  $ 675  $  427,007

Changes in net assets in liquidation

Conversion of Preferred Stock Series B,
  D, E, F, G, H and I to Common Stock     (54,142)    (1)  (33,110)        (15,369)         13,295,815    132        (128)
                                         --------  -----  --------  -----  -------   -----  ----------  -----  ----------
Balance December 31, 2000                                                                   80,746,722    807     426,879

Changes in net assets in liquidation
                                         --------  -----  --------  -----  -------   -----  ----------  -----  ----------
Balance December 31, 2001                       -  $   -         -  $   -       --   $  --  80,746,722  $ 807  $  426,879
                                         ========  =====  ========  =====  =======   =====  ==========  =====  ==========

<CAPTION>
                                         ----------------------------
                                                        Shareholders'

                                                           Equity
                                         Accumulated      (Capital
                                           Deficit       Deficiency)
                                         -----------    -------------
<S>                                      <C>            <C>
Balance January 1, 1999                  $  (430,674)   $    (2,988)

Changes in net assets in liquidation           5,022          5,022

Balance December 31, 1999                -----------    -----------
                                         $  (425,652)   $     2,034
Changes in net assets in liquidation
                                                 486            486
Conversion of Preferred Stock Series B,
  D, E, F, G, H and I to Common Stock
                                         -----------    -----------
Balance December 31, 2000                   (425,166)         2,520

Changes in net assets in liquidation             338            338
                                         -----------    -----------
Balance December 31, 2001                $  (424,828)   $     2,858
                                         ===========    ===========
</TABLE>

The accompanying notes are an intergral part of the consolidated financial
statements.

                                                                              14

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
             Series E             Series F              Series G             Series H
-----   ------------------   ------------------    ------------------    -------------------
 Par                  Par                  Par                   Par                    Par
Value     Shares     Value     Shares     Value      Shares     Value      Shares      Value
-----   ----------   -----   ----------   -----    ----------   -----    ----------    -----
<S>     <C>          <C>     <C>          <C>      <C>          <C>      <C>           <C>
$   1      107,832   $   1       50,454   $   -        54,142   $   1        33,110    $   -



-----   ----------   -----   ----------   -----    ----------   -----    ----------    -----
    1      107,832       1       50,454   $   -        54,142   $   1        33,110    $   -




   (1)    (107,832)     (1)     (50,454)              (54,142)     (1)      (33,110)

-----   ----------   -----   ----------   -----    ----------   -----    ----------    -----



-----   ----------   -----   ----------   -----    ----------   -----    ----------    -----
    -   $        -       -   $        -   $   -             -   $   -             -    $   -
=====   ==========   =====   ==========   =====    ==========   =====    ==========    =====

<CAPTION>
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
                                   Common Stock
--------------------------   -------------------------                               Shareholders'
         Series I
--------------------------                                Additional                    Equity
                   Par                         Par          Paid-in     Accumulated    (Capital
   Shares         Value         Shares        Value         Capital       Deficit     Deficiency)
-----------    -----------   -----------   -----------    -----------   -----------    -----------
<S>            <C>           <C>           <C>            <C>           <C>           <C>
     15,369    $        --    67,450,907   $       675    $   427,007   $  (430,674)   $    (2,988)


                                                                              5,022          5,022
-----------    -----------   -----------   -----------    -----------   -----------    -----------
     15,369    $        --    67,450,907   $       675    $   427,007   $  (425,652)   $     2,034


                                                                                486            486

    (15,369)                  13,295,815           132          (128)

-----------    -----------   -----------   -----------    -----------   -----------    -----------
                              80,746,722           807        426,879      (425,166)         2,520

                                                                                338            338
-----------    -----------   -----------   -----------    -----------   -----------    -----------
         --    $        --    80,746,722   $       807    $   426,879   $  (424,828)   $     2,858
===========    ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>

                                       15

<PAGE>

Notes to Consolidated Financial Statements

A.  Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Encore Computer Corporation ("Encore" or the "Company"), founded in 1983,
designed, manufactured, distributed and supported scalable real-time data
systems and advanced clustering technologies. Headquartered in Fort Lauderdale,
Florida, the Company had sales offices and distributors in the United States,
Canada, Europe, and the Far East.

Intention of Liquidation

During fiscal 1997, Encore Computer Corporation ("Encore" or the "Company") sold
substantially all of its storage products business assets to Sun Microsystems,
Inc. ("Sun"). Furthermore, during fiscal 1998, the Company sold its real-time
computer systems business to Gores Technology Group. After these transactions,
management contemplated that the Company would be liquidated. However, because
of a provision of the agreements relating to Encore's sale of its storage
products business to Sun, Encore's stockholders could not vote on the
liquidation of Encore at the meeting on September 11, 1998, at which they
approved the sale of the real-time computer systems business. The Board of
Directors terminated the employment of the Company's President on September 30,
1998 and the employment of the Company's Chief Executive Officer on November 24,
1998 in view of the fact that the Company no longer had any active business. The
Company's staff was reduced to its General Counsel, who took the position of
President, its Chief Financial Officer, its Vice President of Human Resources
(who continued to be involved in employee compensation matters arising out of
the sales of the storage products and the real-time computer systems businesses)
and a few clerical and administrative employees. The Company also moved its
offices to a substantially smaller space, which it occupied under a short-term
lease. Those offices were closed on or about June 30, 1999, and the Company's
further activities are conducted in space provided by Gould Electronics Inc.
("Gould") in Eastlake, Ohio. Management expects that liquidation of the Company
will occur. As a result, the Company has adopted the liquidation basis of
accounting as of December 31, 1998 and for all periods subsequent to December
31, 1998.

The assets of the Company available for distribution to shareholders on
liquidation of Encore would be (i) the Company's assets, less its liabilities,
at December 31, 2001, plus or minus (ii) any amounts by which the costs of
liquidation and costs related to contingent liabilities, including pending
litigation, are less or greater than the reserves reflected on the December 31,
2001 statement of net assets in liquidation, minus (iii) expenses incurred after
December 31, 2001 which have not been contemplated in the accruals.

Under the liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their estimated amounts.

                                      -16-

<PAGE>

The valuation of assets and liabilities necessarily requires many estimates and
assumptions, and there are substantial uncertainties in liquidating the Company.
The valuations presented in the accompanying Statement of Net Assets in
Liquidation represent estimates, based on present facts and circumstances, of
the estimated realizable values of assets, estimated liabilities and estimated
costs associated with carrying out the liquidation of the Company. The actual
values and costs could be higher or lower than the amounts recorded as of
December 31, 2001.

Accounts payable and accrued liabilities as of December 31, 2001 include
estimates of costs to be incurred in carrying out the liquidation of the
Company. The actual costs could vary significantly from the related provisions
due to uncertainty related to the length of time required to liquidate the
Company and complexities and contingencies.

Principles of Consolidation

The accompanying financial statements include the accounts of Encore and its
wholly owned subsidiaries. All material intercompany transactions have been
eliminated.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities at the
date of purchase of three months or less.

Stock-Based Compensation

The Company applied APB Opinion No. 25 and related Interpretations in accounting
for its stock option and stock purchase plans. Accordingly, no compensation cost
was recognized for these plans with the exception of extension of the expiration
date of certain individual stock option grants.

Income Taxes

The Company utilized the liability method of accounting for deferred income
taxes. Under this method, deferred tax assets and liabilities were determined
based on the difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences were expected to reverse. Deferred tax assets were reduced by a
valuation allowance when, in the opinion of management, it was more likely than
not that some or all of the deferred tax assets would not be realized.

                                      -17-

<PAGE>

B.  Asset Purchase Agreement with Sun Microsystems

On November 24, 1997, the Company sold substantially all the assets associated
with its storage products business to Sun Microsystems, Inc. ("Sun"). The Asset
Purchase Agreement under which the transaction took place contemplated that Sun
would pay $185 million for the storage products business, of which $150 million
would be paid in cash at the closing and $35 million would be paid on July 1,
1998, subject to Sun's right to make offsets against the second payment. In
fact, because of certain closing adjustments, Sun paid Encore $151,168,227 at
the closing.

In connection with the sale of Encore's storage product business to Sun, Gould
also entered into an agreement with Sun under which Gould guaranteed most of
Encore's obligations under the Asset Purchase Agreement between Encore and Sun,
agreed to provide whatever funds were necessary to ensure that Encore would not
become insolvent within one year after the closing of the transaction with Sun,
and indemnified Sun against any losses Sun might incur if the sale of Encore's
storage products business to Sun were challenged in an insolvency proceeding
relating to Encore commenced within two years after the closing.

Shortly before July 1, 1998, Sun asserted claims against Encore totaling
$9,692,000. Because of that, on July 1, 1998, Sun paid only $25,308,000 of the
$35,000,000, which was due on that date. On July 16, 1999, Sun and Encore
entered a Settlement Agreement and Mutual Release pursuant to which Sun paid
$2,500,000 to Gould as a settlement for the receivable and Sun released these
claims. Sun did not release Gould's other indemnification obligations related to
Encore's obligations under the Asset Purchase Agreement.

On November 24, 1997, Gould held (i) notes, secured by all of Encore's assets,
under which Encore owed Gould $93.55 million for money Encore had borrowed from
Gould plus unpaid interest, and (ii) convertible preferred stock of Encore with
a liquidation preference totaling $411 million, which Encore had issued to Gould
between 1991 and 1996 in exchange for cancellation of indebtedness for money
Encore had borrowed from Gould and interest on those borrowings. In addition,
Gould held approximately 48.44% of Encore's common stock, which Gould had
obtained as part of the consideration for the sale of its Computer Systems
Division to Encore in 1989 or through conversion of convertible preferred stock.
In connection with the sale of Encore's storage products business to Sun, Encore
and Gould agreed that Encore would redeem all the convertible preferred stock
which Gould held for $60 million, of which $25 million was to be paid at the
closing of the Sun transaction, and the balance was to be satisfied with the
second payment due from Sun. In addition, Gould agreed that if it received the
entire $35 million by July 31, 1998, Gould would waive its right to receive
additional shares of preferred stock with a liquidation preference of
approximately $43 million, which were due to it as past-due dividends on the
convertible preferred stock which was being redeemed.

Finally, Gould agreed that if Encore were liquidated before November 24, 1999,
Gould would waive any right it had as a holder of Encore's common stock with
regard to the first $30 million of liquidating distributions made to Encore's
common stockholders.

Because Sun withheld $9,692,000 of the payment due on July 1, 1998, Encore
remained obligated to Gould in that amount and had to either pay that amount to
Gould out of its own funds by July 31, 1998 or issue to Gould the over-due
dividend shares of convertible preferred stock, which had a liquidation
preference of $42,678,400. However, in order to give Encore more time to attempt
to resolve Sun's claims, Gould agreed that if Encore issued those dividend
shares to it, Gould would give Encore the option to repurchase the dividend
shares on or before July 31, 1999 for an amount

                                      -18-

<PAGE>

equal to the balance of the $9,692,000 which remained unpaid ($7,192,000 after
the payment of $2,500,000 received on July 16, 1999) plus interest at 8.5% per
annum from August 1, 1998. Encore then issued the dividend shares to Gould. On
July 31, 1999, Gould extended Encore's option to repurchase the dividend shares
to October 30, 1999; Gould subsequently extended Encore's option to December 15,
1999, when it expired.

On December 30, 1999, the Company paid $7,192,000 to Gould to settle its
obligation for the amounts withheld by Sun, and Gould, among other things,
agreed to convert the dividend shares into common stock and agreed that if
Encore were liquidated before November 24, 2000, Gould would waive any right it
had as a holder of Encore's common stock with regard to the first $30 million of
liquidating distributions made to Encore's common stockholders. Additionally,
Gould agreed to indemnify Encore for any obligations it might incur to indemnify
its current and future directors, up to a total of $7,192,000. On January 20,
2000, Gould converted its convertible preferred stock to 13,295,815 shares of
common stock.

C.  Sale to Gores Technology Group

When the Company completed the sale of its storage products business, the Board
of Directors decided that, at least until the Board's January 1998 meeting, the
Company should (a) explore the possibility of attempting to develop and market
clustering software related to Windows NT(R) and (b) explore the feasibility of
the Company's continuing, and attempting to expand, its real-time computer
systems business. In January 1998, the Board of Directors (i) decided the
Company should discontinue its efforts to develop clustering software relating
to Windows NT and (ii) authorized the Company to retain an investment banker to
try to find a purchaser for the real-time computer systems business.

On March 2, 1998, the Company signed a non-binding letter of intent to sell its
real-time computer systems business to Gores Technology Group ("Gores") for
approximately $5.5 million, based on an estimated December 31, 1997 balance
sheet for that business. On June 4, 1998, the Company and Gores entered into a
definitive agreement for the Company to sell the real-time business to Gores for
$3 million in cash. The reduction in price from that contemplated in the letter
of intent reflected operating results during the first quarter of 1998 and
differences between the estimated December 31, 1997 balance sheet and the actual
balance sheet at March 29, 1998.

At the same time the Company entered into the agreement to sell its real-time
computer systems business to Gores, the Company entered into a management
agreement under which Gores took over management of the real-time computer
systems business, retaining any positive cash flow and bearing any negative cash
flow, but receiving a management fee of $100,000 per month, which was to be
refunded to Encore upon closing of the sale of the real-time computer systems
business to Gores. Encore provided a $2 million line of credit to Gores to fund
its operation of the real-time computer systems business until the closing.

The sale of the real-time computer systems business to Gores was approved by the
Company's stockholders on September 11, 1998, and the transaction was completed
on January 6, 1999. At the closing of the sale, the Company received $2,750,000
(with the additional $250,000 set off against the purchase price to resolve an
alleged breach of indemnity claim) and the parties agreed to resolve shortly
after the closing disputed items relating to the sale, including the amounts due
to Encore under the management agreement and the line of credit, and certain
other indemnity claims by Gores. On August 10, 2000, the Company reached an
agreement in principle to resolve such items. In connection with the agreement,
Encore and Gores agreed to reduce the principal balance of the receivable by (1)
$96,000 relating to an uncollectible note receivable purchased by Gores in the
acquisition of the real-time business and (2) $150,000 for expenses incurred in
the negotiation of this settlement. As a result, the receivable balance due to
Encore was reduced to $2,979,000.

                                      -19-

<PAGE>

In order to reduce this balance, Gores agreed to make payments on Encore's
behalf relating to the closing of certain foreign offices. Such payments include
lease termination fees and payment of taxes. During fiscal 1999, Gores paid
$35,000 relating to the termination of Encore's Belgium office lease. As a
result, the outstanding balance of the receivable was $2,944,000 as of December
31, 1999.

Subsequent to December 31, 1999, Gores paid approximately $1,845,000 relating to
lease termination costs and a tax settlement. After these payments, the
receivable balance amounted to $1,098,000. Gores agreed to make cash payments
for the remainder of the receivable balance. In August and October 2000, Encore
received payments totaling $500,000 toward the receivable balance. In February
2001, the Company received the remaining $598,000 plus an additional $16,000.

D.   Other Adjustments

In June 2001, the Company was notified that a claim on behalf of a foreign
subsidiary had been settled and that repatriation of funds would proceed in the
near future. The Company received $232,000 in December 2001 and recorded such
amount as Other Adjustments. In September 2001, the Company received $40,000
from the liquidation of another foreign subsidiary and recorded such amount as
Other Adjustments. The liquidation of these foreign subsidiaries continues;
however, management does not expect significant additional proceeds.

In August 2001, Sun agreed to pay the Company $157,000 to conclude its
obligations under a lease. The Company recorded such amount as Other Adjustment
and received these funds in October 2001.

In September 2001, the Company accrued $200,000, payable to Gould, for
administrative services, including finance, tax, treasury and general
management, for the period July 1, 1999 through June 30, 2002.

                                      -20-

<PAGE>

E. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (in
thousands):

                                              December 31,         December 31,
                                                  2001                 2000
                                                  ----                 ----
     Accrued restructuring costs                  $---                 $150
     Accrued liquidation costs                     433                  500
                                                  ----                 ----
                                                  $433                 $650
                                                  ====                 ====


F. Income Taxes

The Company utilized the liability method of accounting for deferred income
taxes. There was no taxable income for the years ended December 31, 2001, 2000,
and 1999.

The significant components of the deferred tax assets and liabilities as of
December 31, 2001 and 2000 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                         December 31,            December 31,
                                                             2001                   2000
                                                      ------------------     ------------------
<S>                                                   <C>                    <C>
Deferred tax assets:
    Net operating losses                                      $143,802               $143,849
    Other credits                                                2,272                  2,272

    Accrued restructuring                                        1,216                 1,316
                                                                 -----                 -----
                                                               147,290                147,437
Valuation allowance                                           (147,290)              (147,437)
                                                      ------------------     ------------------

    Net                                                       $    -0-               $    -0-
                                                      ==================     ==================
</TABLE>

For income tax purposes the Company had a change in ownership, as defined by
Internal Revenue Code Section 382, in connection with the Gould debt exchange on
January 28, 1991. The change in ownership resulted in an annual limitation of
approximately $2,000,000 on the amount of net operating losses incurred prior to
January 28, 1991 that can be utilized to offset the Company's future taxable
income.

                                      -21-

<PAGE>

At December 31, 2001, the Company has available approximately $50,000,000 of pre
change net operating losses. Of this amount, a maximum of approximately
$16,000,000 will be allowable in future years after application of the Section
382 limitation. AMT credits of $522,000 and post change net operating losses of
$279,900,000 will be available to offset future taxable income. These net
operating losses and tax credit carryforwards expire in the years 2002 through
2020. Future changes in share ownership could result in another Section 382
limitation. For financial reporting purposes, the full amount of the deferred
tax assets was offset by a valuation allowance due to uncertainties associated
with the eventual realization of such benefits.

G.  Contingencies

Litigation

Shortly before the Sun Transaction was closed, shareholders of the Company
brought a derivative suit in the Delaware Chancery Court against Gould and the
Company's then directors, C. David Ferguson, Robert Fedor, Rowland Thomas and
Kenneth Fisher. Three similar shareholder suits were also filed and all four
suits have been consolidated as Civil Action #16044, In Re Encore Computer
                                                     ---------------------
Corporation Shareholders Litigation. The shareholders filed an amended complaint
------------------------------------
adding directors Michael Veysey and Thomas Rich as defendants and eliminating
the Company as other than a nominal defendant. The defendants moved for summary
judgement and that motion was granted on June 16, 2000. Two of the Plaintiffs
filed a notice of appeal to the Delaware Supreme Court. Although the Company is
not a party to the litigation, the Company has indemnified its officers and
directors against liability for matters such as those which are the subject of
the litigation. On July 6, 2001, the parties reached a proposed settlement,
that, upon court approval, would have provided for a repurchase by the Company
and redistribution to class members of the defendants' common stock holdings in
the Company and the individual defendants' resignation from their positions with
the Company in favor of the plaintiffs' nominees. At a hearing on October 12,
2001, the court did not grant its approval to the proposed settlement. Attorneys
for parties to the lawsuit and for two shareholders who objected to the
settlement continue to have discussions about settlement of the litigation. The
defendants own approximately 63% of the outstanding common stock of the Company.
Nonetheless, the Company does not believe the shareholder suit will have a
significant financial impact on the Company.

Intellectual Property License

In conjunction with the Sun Transaction, Sun and Encore entered into a
Technology License Agreement pursuant to which Sun granted to Encore a
non-exclusive, non-transferable, royalty free, worldwide license in the
intellectual property sold to Sun as part of the storage products business to
create and distribute real-time products based on the intellectual property for
use by Encore in its real-time business, subject to certain limitations, but not
for any other purpose. Encore also agreed not to use the intellectual property
in any storage products or to compete with Sun's storage products business, and
to grant to Sun a non-exclusive, royalty-free, paid up, non terminable,
worldwide license in any derivative works created by Encore derived from the
intellectual property, so long as Sun does not use this grant back license to
create or distribute real-time products.

                                      -22-

<PAGE>

H.  Capital Stock

Stock Compensation Plan

The Company had a long term performance Plan which was approved by the
shareholders of the Company on June 27, 1995 and replaced all previous stock
option plans. Shares of common stock were reserved for issuance to officers,
directors, employees and certain consultants. The Company applied APB Opinion
No. 25 and related Interpretations in accounting for its plan.

No options were exercised during 2001, 2000, and 1999. All remaining options
pursuant to this Plan were forfeited as of December 31, 2001.

I.  Financial Instruments

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk are limited to cash. The Company maintains its cash in bank deposit
accounts which, at times, may exceed federally insured limits. The Company has
not experienced any losses in such accounts.

                                      -23-

<PAGE>

Item 9  Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure.
--------------------

Not Applicable.

Item 10 Directors and Executive Officers of the Company
-------------------------------------------------------

The names of the Company's Directors and certain information about them are set
forth below:

Kenneth G. Fisher, age 71

Mr. Fisher was a founder of the Company and has served as a Director, Chairman
and Chief Executive Officer of the Company since the Company's inception in May
1983. He was the Company's President from its inception until December 1985 and
also served in that capacity from December 1987 to January 1991. In November of
1998, Mr. Fisher was terminated as Chief Executive Officer of the Company. From
January 1982 until May 1983, Mr. Fisher was engaged in private venture
transactions. From 1975 to 1981, Mr. Fisher was President and Chief Executive
Officer of Computervision (formerly Prime Computer, Inc.). Before joining
Computervision, Mr. Fisher was Vice President of Central Operations for
Honeywell Information Systems. Inc.

Rowland H. Thomas, age 66

Mr. Thomas has been a member of the Board of Directors since December 1987 and
Chief Operating Officer since June 1989. He also served as President of the
Company from January 1991 until September 1998. From June 1989 to January 1991,
Mr. Thomas served as Executive Vice President of the Company. In January 1988,
he was named President and Chief Executive Officer of Netlink Inc. Prior to
joining Netlink, Mr. Thomas was Senior Executive Vice President of National Data
Corporation ("NDC"), a transaction processing company, a position he held from
June 1985 to January 1988. From May 1983 through June 1985, Mr. Thomas was
Executive Vice President and Senior Vice President at NDC.

C. David Ferguson, age 60

Mr. Ferguson has been a member of the Board of Directors since April 1989. He
was the President and Chief Executive Officer and a director of Gould, a
position he held from October 1988 until his retirement in December 2001. Prior
to such time, he served as Executive Vice President, Materials and Components,
at Gould's Foil Division from 1986 until October 1988. He transferred to the
Foil Division in 1967 from the Gould Engine Parts Division where he began his
career in 1963.

Thomas N. Rich, age 50

Mr. Rich has been a member of the Board of Directors since November 1997 and was
named Treasurer of Encore in March 1999. He is presently Vice President-Finance,
Secretary and Treasurer at Gould, a position he has held since January 2002.
From July 1994 until January 2002, he was Vice President-Finance and Corporate
Controller. From December 1991 until July 1994, he was Vice President-Corporate
Controller at Gould. Prior to assuming that position, Mr. Rich was Vice
President-Financial Controller since joining Gould in July 1990. From 1973
through June 1990, Mr. Rich was employed at Ernst & Young, an international
professional services firm. He holds a B.A. degree in Accounting from Duke
University.

                                      -24-

<PAGE>

Michael C. Veysey, age 57

Mr. Veysey has been a member of the Board of Directors since November 1997 and
was named President of Encore in March 1999. He was Senior Vice President,
General Counsel and Secretary at Gould, a position he held from July 1992 until
December 2001. From January 1989 to July 1992, he was Vice President, General
Counsel and Secretary at Gould. Prior to assuming that position, Mr. Veysey had
held various positions in Gould's Law Department since 1980. Mr. Veysey holds a
J.D. degree from Boston College Law School.


Item 11  Executive Compensation

Encore did not pay any compensation to Mr. Veysey or Mr. Rich in 2001, 2000 or
1999.

REPORT ON EXECUTIVE COMPENSATION

Since June 1999, all the Company's officers have been employees of Gould, who
served without compensation from the Company.

DIRECTORS' COMPENSATION

The Board of Directors has fixed the compensation of non-officer directors at
$2,500 per regular board meeting attended. No compensation is paid for special
meetings held by telephone conference. Everyone who was a director during 2001,
2000 and 1999 waived payment of fees for attendance at board meetings.

There were no Board of Directors meetings in 2001. There are no audit,
compensation or other committees of the Board.

                                      -25-

<PAGE>

Item 12 Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL STOCKHOLDERS

The following table sets forth, to the best knowledge of the Company, the
beneficial owners of 5% or more of the Company's outstanding Common Stock and
equivalents as of December 31, 2001:

                                         Shares            Percentage of
Name and Address of                   Beneficially          Common Stock
Beneficial Owner                          Owned             Outstanding
----------------                          -----             -----------

Gould Electronics Inc.                    45,968,984                56.93%
34929 Curtis Blvd.
Eastlake, OH 44095

Japan Energy Corporation                  45,968,984                56.93%
10-1, Toranmon 2-chome,
Minato-ko, Tokyo, JAPAN

Kenneth G. Fisher (1)                      5,057,708                 6.26%
7786 Wiles Road
Coral Springs, FL 33067

   (1) Includes 53,764 shares owned by Mr. Fisher's wife.


Item 13  Certain Relationships and Related Transactions

From 1989 through November 1997, Gould (which is a wholly owned subsidiary of
Japan Energy Corporation) had been the principal source of the Company's
financing. During that period, the Company borrowed a total of $418 million from
Gould and its affiliates. Encore had invested most of this in research and
development. However, despite its efforts, Encore was unable to penetrate the
marketplace for storage products and sales of its real-time computer systems
declined significantly. By mid-1997 Gould had made it clear that it would not
provide further financing to Encore, other than working capital to keep the
storage products business operating for a short period until a pending sale
could be completed.

On November 24, 1997, Gould held (i) notes, secured by all of Encore's assets,
under which Encore owed Gould $93.55 million for money Encore had borrowed from
Gould plus unpaid interest, and (ii) convertible preferred stock of Encore with
a liquidation preference totaling $411 million, which Encore had issued to Gould
between 1991 and 1996 in exchange for cancellation of indebtedness for money
Encore had borrowed from Gould and interest on those borrowings. In addition,
Gould held approximately 48.44% of Encore's common stock, which Gould had
obtained as part of the consideration for the sale of its Computer Systems
Division to Encore in 1989 or through conversion of convertible preferred stock.
In connection with the sale of Encore's storage products business to Sun, Encore
and Gould agreed that Encore would repay the secured notes and unpaid interest
thereon and redeem all the convertible preferred stock which Gould held for $60
million, of which $25 million was to be paid at the closing of the Sun
transaction, and the balance was to be satisfied with the second payment due
from Sun. In addition, Gould agreed that if it

                                      -26-

<PAGE>

received the entire $35 million by July 31, 1998, Gould would waive its right to
receive additional shares of preferred stock with a liquidation preference of
approximately $43 million which were due to it as past-due dividends on the
convertible preferred stock which was being redeemed. Finally, Gould agreed that
if Encore were liquidated before November 24, 1999, Gould would waive any right
it had as a holder of Encore's common stock with regard to the first $30 million
of liquidating distributions made to Encore's common stockholders.

In connection with the sale of Encore's storage products business to Sun, Gould
also entered into an agreement with Sun under which Gould guaranteed most of
Encore's obligations under the Asset Purchase Agreement between Encore and Sun,
agreed to provide whatever funds were necessary to ensure that Encore would not
become insolvent within one year after the closing of the sale to Sun, and
indemnified Sun against any losses Sun might incur if the sale of Encore's
storage products business to Sun were challenged in an insolvency proceeding
relating to Encore commenced within two years after the closing.

Because Sun withheld $9,692,000 of the payment due on July 1, 1998, Encore
remained obligated to Gould in that amount and had to either pay that amount to
Gould out of its own funds by July 31, 1998 or issue to Gould the over-due
dividend shares of convertible preferred stock, which had a liquidation
preference of $42,678,400. However, in order to give Encore more time to attempt
to resolve Sun's claims, Gould agreed that if Encore issued those dividend
shares to it, Gould would give Encore the option to repurchase the dividend
shares on or before July 31, 1999 for an amount equal to the balance of the
$9,692,000 which remained unpaid ($7,192,000 after the payment of $2,500,000
received on July 16, 1999) plus interest at 8.5% per annum from August 1, 1998.
Encore then issued the dividend shares to Gould. On July 31, 1999, Gould
extended Encore's option to repurchase the dividend shares to October 30, 1999;
Gould subsequently extended Encore's option to December 15, 1999, when it
expired.

On December 30, 1999, the Company paid $7,192,000 to Gould to settle its
obligation for the amounts withheld by Sun, and Gould, among other things,
agreed to convert the dividend shares into common stock and agreed that if
Encore were liquidated before November 24, 2000, Gould would waive any right it
had as a holder of Encore's common stock with regard to the first $30 million of
liquidating distributions made to Encore's common stockholders.

Subsequent to June 30, 1999, all of the Company's activities (consisting only of
administration of final winding down steps) were moved to Gould's offices in
Eastlake, Ohio, where they have been conducted without charge by Gould
employees. In 2001, the Company accrued $200,000, payable to Gould, for
administrative services, including finance, tax, treasury and general management
for the period July 1, 1999 through June 30, 2002.

                                      -27-

<PAGE>

PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
-----------------------------------------------------------------------

(a)1. and (a)2. Index to Financial Statements and Financial Statement Schedules

<TABLE>
<CAPTION>
              Form 10-K                                                                Page Number
              ---------                                                                -----------
              <S>                                                                      <C>
              Report of independent certified public accountants
              relating to consolidated financial statements                                 11

              Consolidated Statement of Changes in Net Assets in
              Liquidation for the years ended
              December 31, 2001, 2000 and 1999                                              12

              Consolidated statements of net assets in liquidation at
              December 31, 2001 and 2000                                                    13

              Consolidated statement of shareholders' equity (capital
              deficiency) for the years ended December 31, 1999,
              2000, and 2001                                                                14

              Notes to consolidated financial statements                                    16
</TABLE>

All schedules have been omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements and notes thereto.

                                      -28-

<PAGE>

(a) Index to Exhibits

The exhibits listed on the accompanying index to exhibits immediately following
the signature page are incorporated herein by reference.

(b) Reports on Form 8-K

None.

                                      -29-

<PAGE>

                                   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 as the chief accounting officer and an officer of the registrant
thereunto duly authorized.

ENCORE COMPUTER CORPORATION
(Registrant)


By: /s/ Michael C. Veysey                    By: /s/ Thomas N. Rich
   ---------------------------------           ---------------------------------
   Michael C. Veysey                           Thomas N. Rich
   President                                   Treasurer




Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                          Title                   Date
---------                          -----                   -----


 /s/ Michael C. Veysey
-----------------------------
Michael C. Veysey                  President               March 25, 2002



 /s/ Thomas N. Rich
-----------------------------
Thomas N. Rich                     Treasurer               March 25, 2002



 /s/ C. David Ferguson
-----------------------------
C. David Ferguson                  Director                March 25, 2002



 /s/ Kenneth G. Fisher
----------------------------
Kenneth G. Fisher                  Director                March 25, 2002



 /s/ Rowland H. Thomas, Jr.
----------------------------
Rowland H. Thomas, Jr.             Director                March 25, 2002

                                      -30-

<PAGE>

(a)   Index to Exhibits.
-----------------------

The exhibit numbers in the following index correspond to the numbers assigned to
such exhibits in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.                          Description
-----------                          -----------

     2.1              Asset Purchase Agreement dated as of July 17,1997 among
                      the registrant, Encore Computer U.S., Inc., Encore
                      Computer International, Inc., Sun Microsystems, Inc. and
                      Sun Microsystems International, B.V. (without exhibits),
                      and the Modification Agreement thereto dated as of
                      November 24, 1997 (incorporated herein by reference to the
                      Company's Form 8-K dated December 9, 1997).

     2.2              Technology License Agreement entered into between the
                      registrant and Sun (incorporated herein by reference to
                      the Company's Form 8-K dated December 9, 1997).

     2.3              The respective Inducement Agreements entered into by Gould
                      and its affiliates with Sun, and the Gould Modification
                      Agreement among such parties (incorporated herein by
                      reference to the Company's Form 8-K dated December 9,
                      1997).

     2.4              June 1998 Agreement with Gould Electronics Inc. regarding
                      Accrued Dividend Shares (incorporated herein by reference
                      to the Company's Form 10-K for the year ended December 31,
                      1998)

     2.5              Asset Purchase Agreement among the Company, certain of the
                      Company's subsidiaries, Gould Electronics Inc. and the
                      Buyer dated as of June 1, 1998 (incorporated herein by
                      reference to the Company's Proxy Statement dated August
                      11, 1998).

     2.6              Amendment Number One to Asset Purchase Agreement dated
                      October 27, 1998 among the registrant, Encore Computer
                      U.S., Inc., Encore Computer International, Inc., Gould
                      Electronics Inc. and Encore Acquisition Corp.
                      (incorporated herein by reference to the Company Form 8-K
                      dated January 19, 1999).

     2.7              Amendment Number Two to Asset Purchase Agreement dated as
                      of December 31, 1998 among the registrant, Encore Computer
                      U.S., Inc., Encore Computer International, Inc., Gould
                      Electronics Inc. and Encore Acquisition Corp.
                      (incorporated herein by reference to the Company Form 8-K
                      dated January 19, 1999).

     2.8              Reconciliation Agreement dated as of December 31, 1998
                      among the registrant, Encore Computer U.S., Inc., Encore
                      Computer International, Inc., Gould Electronics Inc. and
                      Encore Acquisition Corp. (incorporated herein by reference
                      to the Company Form 8-K dated January 19, 1999).

     3.1              Certificate of Incorporation of the Company, as
                      amended (incorporated herein by reference to the Company's
                      Form 10-K for the year ended December 31, 1990)

                                      -31-

<PAGE>

     3.1a             Amendment to the Certificate of Incorporation filed
                      with the Delaware Secretary of State on March 26,
                      1992 (incorporated herein by reference to Exhibit
                      3.1a to the Company's Form 10-K for the year ended
                      December 31, 1991).

     3.2              By-laws of the Company, as amended (incorporated herein by
                      reference to Exhibit 3.2 to the Company's Form l0-K for
                      the year ended December 31, 1989).

     3.3              Amendment to the Certificate of Incorporation dated
                      September 30, 1993 increasing the number of authorized
                      common shares from 120,000,000 to 150,000,000
                      (incorporated herein by reference to Exhibit 3.3 to the
                      Company's Form l0-K for the year ended December 31, 1993).

     3.4              Amendment to the Certificate of Incorporation dated August
                      8, 1995 increasing the number of authorized common shares
                      from 150,000,000 to 200,000,000.

     10.1             The Company's 1983 Incentive Stock Option Plan, as amended
                      (incorporated herein by reference to the Company's
                      Form S-8 Registration Statement No. 33-34171).

     10.2             The Company's 1985 Non-Qualified Stock Option Plan, as
                      amended (incorporated herein by reference to the Company's
                      Form S-8 Registration Statement No. 33-34171).

     10.3             The Company's 1990 Employee Stock Purchase Plan, as
                      amended (incorporated herein by reference to the Company's
                      Form S-8 Registration Statement No. 33-72458).

     10.4             Form of Indemnification Agreement between the Company and
                      its executive officers (incorporated herein by reference
                      to Exhibit 10.4 to the Company's Form 10-K for the year
                      ended December 31, 1989).

     *21.0            Subsidiaries of the Company

     *23.1            Consent of PricewaterhouseCoopers LLP


     * Filed herewith.

                                      -32-