<PAGE> 1
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(2)
(TO PROSPECTUS DATED SEPTEMBER 28, 1995) REGISTRATION NO. 33-79394
700 SHARES
AFFILIATED COMPUTER SERVICES, INC.
CLASS A COMMON STOCK
--------------------
All of the 700 shares of Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), of the Company offered hereby are being
sold by a stockholder of the Company (the "Selling Shelf Stockholder"). See
"Principal and Selling Stockholders." The Company will not receive any proceeds
from the sale of Class A Common Stock by the Selling Shelf Stockholder.
The Class A Common Stock is included in the Nasdaq National Market
under the symbol "ACSA."
INVESTORS SHOULD CONSIDER THE INFORMATION UNDER "RISK FACTORS" AND
"RECENT REORGANIZATION" IN EVALUATING AN INVESTMENT IN THE CLASS A COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The shares of Class A Common Stock offered hereby may be sold by the
Selling Shelf Stockholder through one or more brokers or dealers at market
prices prevailing at the time of sale. See "Plan of Distribution."
This Prospectus Supplement does not contain complete information about
the offering of the Class A Common Stock. Additional information is contained
in the Prospectus, dated September 28, 1995 (the "Prospectus"). Purchasers are
urged to read both this Prospectus Supplement and the Prospectus in full. Sales
of the Class A Common Stock may not be consummated unless the purchaser has
received both this Prospectus Supplement and the Prospectus.
--------------------
July 15, 1996
<PAGE> 2
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus Summary and the
accompanying Prospectus. References herein to the "Company" or "ACS" mean
Affiliated Computer Services, Inc. and its subsidiaries unless the context
otherwise requires. Prospective purchasers of the Class A Common Stock should
carefully read the entire Prospectus Supplement and the Prospectus and should
consider, among other things, the matters set forth in "Risk Factors."
THE OFFERING
<TABLE>
<S> <C>
Number of shares of Class A Common Stock
Offered hereby . . . . . . . . . . . . . . . . 700 shares
Common Stock to be Outstanding after the
Offering:
Class A Common Stock . . . . . . . . . 14,479,300 shares
Class B Common Stock . . . . . . . . . 3,202,843 shares
Total . . . . . . . . . . . . . . . . . . . . . 17,682,143 shares
Use of Proceeds by the Company . . . . . . . . The Company will not receive any of the
proceeds from the sale of the Class A
Common Stock offered hereby by the
Selling Shelf Stockholder.
Nasdaq National Market Symbol . . . . . . . . . ACSA
</TABLE>
2
<PAGE> 3
PRINCIPAL AND SELLING SHELF STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of the date of this
Prospectus Supplement, (i) by each of the Company's directors and named
executive officers, (ii) by all executive officers and directors as a group,
(iii) by each person who is known by the Company to own beneficially more than
5% of each class of the Company's common stock and (iv) by the Selling Shelf
Stockholder. Except as indicated in the footnotes to this table, the Company
believes that the persons named in the table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by
them, subject to community property laws where applicable.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Prior to Stockholder Shelf Offering
--------------------------------------------------------
Percent of
Total
Shares of
Number Number Class A Shares of
of Shares of Shares and Percent of Class A
of Class A of Class B Class B Total Common
Common Common Common Voting Stock
Stock Stock Stock Power (1) Offered
----- ----- ----- ----- --- -------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Darwin Deason(2)(3) . . . . . . . 3,655 3,202,843 18.13% 68.87% -
2828 North Haskell Avenue
Dallas, Texas 75204
Jeffrey A. Rich(4) . . . . . . . . 26,593 - * * -
Thomas G. Connor, Jr.(5) . . . . . 10,721 - * * -
Donald R. Dixon(6) . . . . . . . . 34,441 - * * -
Gerald J. Ford(7) . . . . . . . . - - * * -
Joseph P. O'Neill (8) . . . . . . 11,905 - * * -
Frank A. Rossi(9) . . . . . . . . 2,500 - * * -
Henry G. Hortenstine(10) . . . . . 21,518 - * * -
David W. Black(11) . . . . . . . . - - * * -
Mark A. King(12) . . . . . . . . . 16,906 - * * -
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP
(ten persons)(13) . . . . . . . . 128,239 3,202,843 18.79% 69.07% -
BENEFICIAL OWNERS OF MORE THAN
5% OF THE COMPANY'S
COMMON STOCK
First Nationwide (14) . . . . . . 1,041,808 - 7.20% 2.24% -
14651 Dallas Parkway
Suite 200
Dallas, Texas 75240
Massachusetts Financial -
Services Company (15) . . . . . 727,400 - 4.11% 1.56%
500 Boylston Street
Boston, Mass. 02116
The Kaufman Fund, Inc. (15) . . . 657,300 - 3.72% 1.41% -
140 E. 45th Street
43rd Floor
New York, New York 10017
SELLING SHELF STOCKHOLDER
Paul Buchschacher . . . . . . . 2,706 - * * 700
<CAPTION>
Shares Beneficially Owned
After Sales by Selling Shelf Stockholder
------------------------------------------------
Percent of
Total
Shares of
Number Number Class A
of Shares of Shares and Percent of
of Class A of Class B Class B Total
Common Common Common Voting
Stock Stock Stock Power (1)
----- ----- ----- ----- ---
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Darwin Deason(2)(3) . . . . . . . 3,655 3,202,843 18.13% 68.87%
2828 North Haskell Avenue
Dallas, Texas 75204
Jeffrey A. Rich(4) . . . . . . . . 26,593 - * *
Thomas G. Connor, Jr.(5) . . . . . 10,721 - * *
Donald R. Dixon(6) . . . . . . . . 34,441 - * *
Gerald J. Ford(7) . . . . . . . . - - * *
Joseph P. O'Neill (8) . . . . . . 11,905 - * *
Frank A. Rossi(9) . . . . . . . . 2,500 - * *
Henry G. Hortenstine(10) . . . . . 21,518 - * *
David W. Black(11) . . . . . . . . - - * *
Mark A. King(12) . . . . . . . . . 16,906 - * *
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP
(ten persons)(13) . . . . . . . . 128,239 3,202,843 18.79% 69.07%
BENEFICIAL OWNERS OF MORE THAN
5% OF THE COMPANY'S
COMMON STOCK
First Nationwide (14) . . . . . . 1,041,808 - 7.20% 2.24%
14651 Dallas Parkway
Suite 200
Dallas, Texas 75240
Massachusetts Financial
Services Company (15) . . . . . 727,400 - 4.11% 1.56%
500 Boylston Street
Boston, Mass. 02116
The Kaufman Fund, Inc. (15) . . . 657,300 - 3.72% 1.41%
140 E. 45th Street
43rd Floor
New York, New York 10017
SELLING SHELF STOCKHOLDER
Paul Buchschacher . . . . . . . 2,006 - * *
</TABLE>
- ---------------
* Less than 1%.
(1) In calculating the percent of total voting power, the voting power of
shares of Class A Common Stock (one vote per share) and Class B Common
Stock (ten votes per share) is aggregated.
3
<PAGE> 4
(2) All of the Class B shares listed are owned by The Deason International
Trust (the "Trust"). Mr. Deason holds the sole voting power with
respect to such shares through an irrevocable proxy granted by the
Trust. The investment power with respect to such shares is held by
the Trust. The Class A shares are owned by, and are the separate
property of, Mr. Deason's spouse and his spouse's daughter. The
beneficial ownership of all such Class A shares is disclaimed by Mr.
Deason. Mr. Deason has served as Chairman of the Board and Chief
Executive Officer of the Company since its formation in 1988. For the
following direct and indirect subsidiaries and affiliates of the
Company, Mr. Deason has served as a director of Dataplex, ACS
Government Services, Inc., ACS Municipal Brokers, Inc., ACS Capital,
Inc., Affiliated Computer Systems Funding Corporation, Precept,
Wingtip Couriers, Inc. and Precept Property Management, Inc. since
1991; as a director of Affiliated Computer Services, Inc. from its
formation in November 1991 until June 1994; as a director of
Affiliated Computer Systems Commercial Services, Inc. from its
formation in October 1988 until December 1991; as a director of
Affiliated Computer Systems Compute Utility, Inc. from June 1988 until
December 1991; as a director of Affiliated Computer Systems Financial
Services, Inc. from its inception in June 1988 until December 1991; as
a director of Affiliated Computer Systems Field Electronics, Inc. from
its inception in October 1988 until November 1991; as a director of
MICR Specialty Services Company, Inc. from 1988 to November 1991; as a
director of ACS Management, Inc. from 1991 to August 1992; as director
of Dataplex Acquisition Corp. from 1991 to July 1994; and as director
of Precept Financial Group, Inc. from October 1991 to March 1992.
(3) Shares of Class B Common Stock indicated as sold in this offering, if
any, will be converted into shares of Class A Common Stock immediately
prior to the sale of any such shares pursuant to this offering.
(4) Consists of 26,593 shares of Class A Common Stock issuable pursuant to
options that are currently exercisable. Mr. Rich served as Executive
Vice President and Chief Financial Officer of the Company from
October 1991 until April 10, 1995, when he was appointed President and
Chief Operating Officer. For the following direct and indirect
subsidiaries and affiliates of the Company, Mr. Rich has served as a
director of Dataplex since 1991 and as Executive Vice President from
September 1991 to April 1992; as Executive Vice President and Chief
Financial Officer of Healthtech Acquisition Corporation since June
1993; as a director of Affiliated Computer Services, Inc. from
November 1991 until June 1994 and as Executive Vice President and
Chief Financial Officer from November 1991 to June 1994; as a director
of Affiliated Computer Systems Compute Utility, Inc. from February
1991 until December 1991; as a director of ACS Capital, Inc. from June
1992 to June 1994 and as President from October 1993 to June 1994; as
director and as Executive Vice President of Dataplex Acquisition Corp.
from 1991 to July 1994; as director of Precept Financial Group, Inc.
from October 1991 to June 1994; as a director of Affiliated Computer
Systems Funding Corporation from 1991 until June 1994 and as Executive
Vice President from June 1992 to July 1994; as a director of Precept
from June 1993 until June 1994; as a director of Precept Investors,
Inc. from March 1992 to June 1994; as a director of Mino Acquisition
Corporation and Mino-Micrographics, Inc. since June 1993; as a
director of ACS Municipal Brokers, Inc. from 1991 to June 1993; as a
director of Relay Couriers, Inc. from September 1992 to June 1994; and
as a director of Rutland, Smiley & McCain, Inc. from July 1992 to
March 1993.
(5) Consists of 10,721 shares of Class A Common Stock issuable pursuant to
options that are currently exercisable. Mr. Connor has served as
Executive Vice President of the Company since July 1988. For the
following direct and indirect subsidiaries and affiliates of the
Company, Mr. Connor has served as Chief Operating Officer and as a
director of Dataplex since 1991; as Chief Operating Officer and as
director of Mino Acquisition Corporation from April 1993 to June 1993;
as Chief Operating Officer and as a director of Mino-Micrographics,
Inc. since June 1993. He also served as a director of Affiliated
Computer Systems Financial Services, Inc. from 1988 to December 1991
and as President and as a director of Dataplex Acquisition Corp. from
1991 to July 1994.
(6) Mr. Dixon has been a director of the Company since its formation in
1988. For the following direct and indirect subsidiaries and
affiliates of the Company, Mr. Dixon has also served as a director of
Dataplex and Dataplex Acquisition Corp. from 1991 to April 1994 and as
a director of Affiliated Computer Systems Commercial Services Corp.
from 1991 to March 1992.
4
<PAGE> 5
(7) Excludes 1,041,808 shares of Class A Common Stock owned by First
Nationwide, of which Mr. Ford serves as Chairman of the Board. Mr.
Ford, individually, has neither voting nor investment power with
respect to such shares.
(8) Mr. O'Neill became a director of the Company in November 1994 and also
serves as a consultant to the Company.
(9) Mr. Rossi became a director of the Company in November 1994 and also
serves as a consultant to the Company.
(10) Consists of 21,518 shares of Class A Common Stock issuable pursuant
to options that are currently exercisable. Mr. Hortenstine has served
as an Executive Vice President of the Company since March 1995; prior
to that time he served as Senior Vice President of Corporate
Development from July 1993 to December 1993; as Senior Vice President
of Sales from December 1993 to July 1994 and as Senior Vice
President-Business Development from July 1994 to March 1995. Mr.
Hortenstine was engaged by the Company as a consultant providing
various business and corporate development services from 1989 to July
1993.
(11) Mr. Black became Executive Vice President, General Counsel and a
director of the Company in May 1995; prior to that time he served as
Associate General Counsel of the Company since January 1995.
(12) Mr. King has served as Executive Vice President and Chief Financial
Officer of the Company since May 1995 and as a director since May
1996; prior to that time he served as Chief Financial Officer of
various subsidiaries of the Company since November 1988.
(13) Includes 48,111 shares of Class A Common Stock issuable pursuant to
options that are currently exercisable, and 3,655 shares of Class A
Common Stock as to which Mr. Deason disclaims beneficial ownership.
Excludes 1,041,808 shares of Class A Common Stock owned by First
Nationwide, of which Mr. Ford serves as Chairman of the Board. Mr.
Ford, individually, has neither voting nor investment power with
respect to such shares.
(14) All shares are owned of record by First Nationwide, which is a wholly
owned subsidiary of First Nationwide Holdings Inc. ("FN Holdings").
Hunter's Glen/Ford, Ltd., a limited partnership controlled by Gerald
J. Ford, a director of the Company, beneficially owns 20% of the
outstanding capital stock of FN Holdings, the remaining 80% of which
is indirectly beneficially owned by Ronald Perelman.
(15) Based on filings by the stockholder with the Securities and Exchange
Commission or otherwise.
5
<PAGE> 6
PLAN OF DISTRIBUTION
The Selling Shelf Stockholder or pledgees and donees thereof may sell the Class
A Common Stock in any one or more of the following ways: (i) to or through an
underwriter or through underwriting syndicates, (ii) through one or more
dealers or agents (which may include one or more underwriters, or which may
include one or more agents acting as collateral agents for brokerage margin
accounts or commercial loans), or (iii) directly to one or more purchasers. The
distribution of the Class A Common Stock may be effected from time to time in
one or more transactions, including negotiated transactions, at a fixed price
or prices, which may be changed, or at varying prices determined at the time of
sale. In connection with the sale of the Class A Common Stock, underwriters,
dealers and agents, may receive compensation from the Selling Shelf Stockholder
or from purchasers of the Class A Common Stock in the form of discounts,
concessions or commissions. Underwriters, dealers and agents who participate
in the distribution of the Class A Common Stock may be deemed to be
underwriters, and any discounts or commissions received by them from the
Selling Shelf Stockholder and any profit on the resale of the Class A Common
Stock by them may be deemed to be underwriting discounts and commissions under
the Securities Act. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Under agreements that may be entered into by the Selling Shelf Stockholder,
underwriters, dealers and agents who participate in the distribution of the
Class A Common Stock may be entitled to indemnification by the Selling Shelf
Stockholder against certain liabilities, including under the Securities Act, or
contribution from the Selling Shelf Stockholder to payments that the
underwriters, dealers or agents may be required to make in respect thereof. The
underwriters, dealers and agents may engage in transactions with or perform
services for the Selling Shelf Stockholder or the Company in the ordinary
course of business.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Class A Common Stock may not simultaneously
engage in market-making activities with respect to the Company's Class A Common
Stock for a period of two business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Shelf Stockholder will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including, without limitation, Rule
10b-6. In order to comply with certain states' securities laws, if applicable,
the Class A Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Class A
Common Stock may not be sold unless the Class A Common Stock has been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
VALIDITY OF SHARES
The validity of the Class A Common Stock offered hereby have been passed upon
for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas.
6
<PAGE> 7
================================================================================
NO DEALER SALESMAN OR OTHER PERSONS HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEE
AUTHORIZED BY THE COMPANY OR THE SELLING SHELF STOCKHOLDER. THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES
SHALL THE DELIVERY OF THE PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS
OR ANY SALE MADE PURSUANT TO THE PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY OR THAT INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary . . . . . . . . . . . S-2
Principal and Selling Stockholders . . . S-3
Plan of Distribution . . . . . . . . . . S-7
Validity of Shares . . . . . . . . . . . S-7
PROSPECTUS
Available Information . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . 3
The Company . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . 5
Principal & Selling Shelf Stockholders . . 10
Plan of Distribution . . . . . . . . . . . 15
Use of Proceeds . . . . . . . . . . . . . . 16
Legal Matters . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . 16
</TABLE>
______________
================================================================================
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700 SHARES
AFFILIATED COMPUTER SERVICES, INC.
CLASS A COMMON STOCK
______________
PROSPECTUS SUPPLEMENT
JULY 15, 1996
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