<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 10-Q

  X      Quarterly Report Pursuant to Section 13 or 15(d) of
-----
         The Securities Exchange Act of 1934

         For the Quarterly Period Ended April 1, 2001

                                      OR

_____    Transition Report Pursuant to Section 13 or 15(d) of
         The Securities Exchange Act of 1934

         For the Transition Period from _________ to _________

                        Commission File Number: 0-13576

                          ENCORE COMPUTER CORPORATION
                          ---------------------------
            (Exact Name of Registrant as Specified in its Charter)

         Delaware                                         04-2789167
--------------------------------------------------------------------------------
   (State of Incorporation)                    (IRS Employer Identification No.)

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

      Registrant's Telephone Number, Including Area Code: (440) 953-5170

          Securities registered pursuant to Section 12(g) of the Act:

                              Title of each class

                    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.   Yes______     No  X
                                                             ----

On May 31, 2001 the registrant had 80,746,722 outstanding shares of common
stock, par value $.01 per share.

                                     Page 1
<PAGE>

                          ENCORE COMPUTER CORPORATION



                                     INDEX



PART I.  FINANCIAL INFORMATION



<TABLE>
<CAPTION>
                                                                                                  Page Number
<S>                                                                                               <C>
Item 1. Financial Statements

        Condensed Consolidated Statement of Net Assets in Liquidation                                    3
        Condensed Consolidated Statement of Changes in Net Assets in Liquidation                         4
        Notes to Condensed Consolidated Financial Statements                                             5

Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                            10


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                                                               11

Item 6. Exhibits and Reports on Form 8-K                                                                11

Signatures                                                                                              12
</TABLE>

                                     Page 2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                          ENCORE COMPUTER CORPORATION


         CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
                       (In thousands, Except Share Data)

<TABLE>
<CAPTION>

                                                                April 1,               December 31,
                                                                  2001                      2000
                                                                  ------                  ------
                                                               (Unaudited)
<S>                                                            <C>                     <C>
ASSETS
      Cash and cash equivalents                              $      2,999            $      2,556
      Due from Gores                                                                          614
                                                             ------------            ------------
             Total assets                                    $      2,999            $      3,170
                                                             ============            ============


LIABILITIES AND NET ASSETS IN LIQUIDATION
      Accounts payable and accrued liabilities               $       440             $       650
                                                             -----------             -----------
            Total current liabilities                                440                     650

Net assets in liquidation                                          2,559                   2,520
                                                             -----------             -----------

            Total liabilities and net assets
            in liquidation                                   $     2,999             $     3,170
                                                             ===========             ===========

Number of Common Shares outstanding                           80,746,722              80,746,722
                                                             ===========             ===========

Net assets in liquidation per Common Share                   $       .03             $      0.03
                                                             ===========             ===========
</TABLE>


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

                                     Page 3
<PAGE>

                          ENCORE COMPUTER CORPORATION

           CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
                          IN LIQUIDATION (Unaudited)

                                (In thousands)


<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                 April 1, 2001     April 2, 2000
                                                 -------------     -------------



<S>                                              <C>               <C>
Net assets in liquidation at beginning of period     $2,520              $2,034

     Interest income                                     39                  43

     Other adjustments                               ------                 162
                                                     ------              ------

Net assets in liquidation at end of period           $2,559              $2,239
                                                     ======              ======
</TABLE>


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

                                     Page 4
<PAGE>

ENCORE COMPUTER CORPORATION

NOTES TO CONDENSED 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.

Significant Accounting Policies
The condensed consolidated financial statements include the accounts of Encore
Computer Corporation and subsidiaries ("Encore" or the "Company"). All material
intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and
have been prepared by Encore in accordance with generally accepted accounting
principles. Certain information and footnote disclosures normally included in
the Company's annual consolidated financial statements have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements for the year
ended December 31, 2000.

The condensed consolidated financial statements, in the opinion of the Company,
reflect all adjustments (including normal recurring accruals) necessary for a
fair statement of the results for interim periods. All adjustments made during
the interim periods are normal recurring adjustments. The year end condensed
statement of net assets in liquidation data is derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles.

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 expected that liquidation of the Company
would 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.

                                     Page 5
<PAGE>

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 April 1, 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 April 1, 2001
statement of net assets in liquidation, minus (iii) expenses incurred after
April 1, 2001 which have not been contemplated in the accruals.

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

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 April
1, 2001.

Accounts payable and accrued liabilities as of April 1, 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.

If the settlement of the litigation described in Note F is approved by the court
and the plan of distribution as set forth therein is implemented, the current
officers and directors of the Company will resign and future decisions regarding
liquidation or other plans for the Company will be made by new management.

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. Becuase 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.

                                     Page 6
<PAGE>

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 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.

                                     Page 7
<PAGE>

C.  Sale to Gores Technology

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 $2,979,000.

In order to reduce this balance, Gores agreed to make payments on Encore's
bahalf 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. 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.
Certain disputed items remain, including reimbursement by Gores of amounts
received pursuant to a lease termination and indemnification claim by Gores
relating to contracts assumed in the acquisition of the real time business.

                                     Page 8
<PAGE>

D.  Accounts Payable and Accrued Liabilities

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

<TABLE>
<CAPTION>
                                                  April 1,      December 31,
                                                    2001           2000
                                                  --------      ------------
<S>                                               <C>           <C>
           Accrued restructuring costs              $  30           $ 150
           Accrued liquidation costs                  410             500
                                                    -----           -----

                                                    $ 440           $ 650
                                                    =====           =====
</TABLE>

During the three months ended April 1, 2001, the Company paid $210,000 of
previously accrued expenses.

E.         Other Adjustments

During the three months ended April 2, 2000, the Company received various
refunds of taxes previously paid.

F.         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. The complaint named the Company as a nominal defendant. 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 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 settlement which provides
that: 1) the Company will repurchase all shares of common stock held by the
defendants; 2) such shares shall be distributed to the Company's other
shareholders; and 3) the individual defendants will resign their positions as
officers and directors. The defendants own approximately 63% of the common stock
of the Company. The settlement documents have been submitted for court approval.

                                     Page 9
<PAGE>

                     Management's Discussion and Analysis
               of Financial Condition and Results of Operations


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

The Company's financial statements are presented on a liquidation basis. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report on Form 10K for the year ended
December 31, 2000.

                                    Page 10
<PAGE>

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings


No legal proceedings were filed against the Company, and there were no material
developments in any pending legal proceedings, during the quarter ended April 1,
2001. See Note F to Condensed Consolidated Financial Statements.


Item 6.      Exhibits and Reports on Form 8-K

        (a)  Exhibits required by Item 601 of Regulation S-K

Ex 99.1      Stipulation and Agreement of Compromise, Settlement and Release and
             exhibits thereto, filed July 6, 2001.

Ex 99.2      Plaintiffs Motion for Court Approval of Plan of Distribution, filed
             July 6, 2001.


        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed by the Company during the quarter
             ended April 1, 2001.




                                    Page 11
<PAGE>

                          ENCORE COMPUTER CORPORATION

                                  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.


Encore Computer Corporation

Date:  July 25, 2001



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

                                    Page 12
<PAGE>

                                 Exhibit Index

Exhibits                          Description
--------------------------------------------------------------------------------
Ex 99.1        Stipulation and Agreement of Compromise, Settlement and Release
               and exhibits thereto, filed July 6, 2001.

Ex 99.2        Plaintiffs Motion for Court Approval of Plan of Distribution,
               filed July 6, 2001.