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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 23, 1997 (December 16, 1997)
Commission file number 0-24787
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0310342
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2828 NORTH HASKELL
DALLAS, TEXAS 75204
(Address of principal executive offices)
(Zip Code)
214-841-6111
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 16, 1997, Computer Data Systems, Inc. ("CDSI") was acquired by
and merged into Affiliated Computer Services, Inc. ("ACS"). Stockholders of CDSI
received 1.759 shares of ACS Class A common stock for each share of CDSI common
stock resulting in the issuance of approximately 11.1 million shares of ACS
common stock. The closing price of ACS Class A common stock on December 16, 1997
was $24.
CDSI, headquartered in Rockville, Maryland, provides information technology
services and products, including applications development and maintenance
services, network engineering and telecommunications integration, desktop
integration, database support, data center management and processing services,
and systems engineering. CDSI's products include financial and accounting
software, debt management, loan and mortgage processing, and biometric
identification systems. CDSI's 3,900 employees serve a wide array of government
and private industry customers with information technology expertise, systems
and products. CDSI provides information technology solutions on more than 100
current contracts from 34 office locations.
Prior to the merger, CDSI owned land, building and equipment devoted
principally to its general outsourcing business. ACS and CDSI plan to continue
utilizing these assets for the same purpose.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements of CDSI for the periods specified in rule
3-05(b) of Regulation S-X have been previously filed with the
Securities and Exchange Commission as part of CDSI's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 and
Annual Report on Form 10-K for the fiscal year ended June 30, 1997
and are incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Article
11 of Regulation S-X has been previously filed with the Securities
and Exchange Commission as pages 58 through 66 of the ACS and CDSI
Joint Proxy Statement/Prospectus contained in ACS's Registration
Statement on Form S-4 (Reg. 333-40351) and are incorporated herein
by reference.
(c) Exhibits
2 Agreement and Plan of Merger, dated as of September 20, 1997, by
and among ACS, ACS Acquisition Corp. and CDSI (incorporated by
reference to Exhibit No. 21 to ACS's Registration Statement on
Form S-4 (Reg. 333-40351))
*23.1 Consent of Ernst & Young LLP, with respect to the consolidated
financial statements of CDSI for the fiscal year ended June 30,
1997
*23.2 Consent of Price Waterhouse LLP, with respect to the report dated
July 30, 1997, except as to Note 4, Note 13 and Note 15, which
are as of September 21, 1997, appearing on page 20 of Affiliated
Computer Services, Inc.'s Annual Report on Form 10-K for the year
ended June 30, 1997 incorporated by reference in the Registration
Statements on Form S-8
99.1 Financial Statements of CDSI (incorporated by reference to CDSI's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997 and CDSI's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997)
99.2 Pro Forma Financial Information (incorporated by reference to
pages 58 through 66 of the ACS and CDSI Joint Proxy
Statement/Prospectus contained in ACS's Registration Statement on
Form S-4 (Reg. 333-40351))
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* Filed herewith
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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 hereunto duly authorized.
Affiliated Computer Services, Inc.
Date: December 23, 1997
By: /s/ Mark A. King
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Mark A. King
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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*23.1 Consent of Ernst & Young LLP, with respect to the consolidated
financial statements of CDSI for the fiscal year ended June 30,
1997
*23.2 Consent of Price Waterhouse LLP, with respect to the report
dated July 30, 1997, except as to Note 4, Note 13 and Note 15,
which are as of September 21, 1997, appearing on page 20 of
Affiliated Computer Services, Inc.'s Annual Report on Form 10-K
for the year ended June 30, 1997 incorporated by reference in
the Registration Statements on Form S-8
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form 8-K
of Affiliated Computer Services, Inc. of our report dated July 28, 1997, with
respect to the consolidated financial statements of Computer Data Systems, Inc.
included in their Annual Report (Form 10-K) for the year ended June 30, 1997.
/s/ Ernst & Young, LLP
Washington, D.C.
December 23, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-42385 and 333-86426) of our report dated July
30, 1997, except as to Note 4, Note 13 and Note 15, which are as of September
21, 1997, appearing on page 20 of Affiliated Computer Services, Inc.'s Annual
Report on Form 10-K for the year ended June 30, 1997.
/s/ Price Waterhouse LLP
Dallas, Texas
December 23, 1997
