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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):
January 6, 1998 (December 8, 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
(Registrants telephone number, including area code)
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ITEM 5. OTHER EVENTS
On December 8, 1997, Affiliated Computer Services, Inc. (ACS) signed a
definitive agreement, subject to regulatory approval, for one of ACS
wholly-owned subsidiaries to acquire 100% of the outstanding stock of CARA
Corporation (CARA). ACS agreed to pay approximately $52 million for the common
stock of CARA with an additional $10 million being used to retire certain
preferred and debt instruments. On January 5, 1998, ACS announced it had
received regulatory approval and had completed the acquisition.
CARA provides technical staff augmentation, project management, Year
2000 consulting, systems development services, and end-user performance
support, training and documentation solutions to approximately 130 clients.
CARA recorded annual revenues in excess of $48 million based on the twelve
months ended October 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
* 99.1 Press Release dated December 8, 1997 issued by ACS.
* 99.2 Press Release dated January 5, 1998 issued by ACS.
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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: January 6, 1998
By: /s/ Mark A. King
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Mark A. King
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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* 99.1 Press Release dated December 8, 1997 issued by ACS.
* 99.2 Press Release dated January 5, 1998 issued by ACS.
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* Filed herewith
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EXHIBIT 99.1
[A C S LOGO] NEWS RELEASE
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FOR IMMEDIATE RELEASE
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MEDIA CONTACT: ANALYSTS CONTACT:
Mark A. King
Corporate Communications Executive Vice President and
Affiliated Computer Services, Inc. Chief Financial Officer
(214) 841-8011 (214) 841-8007
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AFFILIATED COMPUTER SERVICES
TO ACQUIRE PROFESSIONAL SERVICES COMPANY
DALLAS, TEXAS - December 8, 1997 -- Affiliated Computer Services, Inc. (NYSE:
AFA) announced today that it has signed a definitive agreement for Technical
Directions, Inc. (ACS' wholly owned subsidiary) to acquire a leading information
technology professional services company (the "Company"). The definitive
agreement is subject to certain conditions, including regulatory approval, and
is expected to close in late December 1997 or January 1998. Confidentiality
agreements prohibit the disclosure of the identity of the Company prior to
regulatory approval.
The Company recorded annual revenue in excess of $48 million, based upon the 12
months ending October 31, 1997, and provides technical staff augmentation,
project management, Year 2000 consulting, systems development services, and
end-user performance support, training and documentation solutions to several
Fortune 500 and 1000 clients.
ACS will pay approximately $52 million for all of the Company's common stock. In
addition, approximately $10 million will be used to retire certain preferred and
debt instruments. This acquisition will be funded from ACS' existing credit
facility and is expected to be accretive to earnings.
"The acquisition will give us an impressive client list and adds an experienced
management team with years of experience in information technology staffing
services. In addition, once this acquisition is completed, ACS, together with
its proposed acquisition of Computer Data Systems, Inc., which is expected to
close later this month, will employ over 2,500 systems and applications
programmers," said Jeff Rich, ACS President and Chief Operating Officer. John
Hammerbeck, President of Technical Directions, Inc., said, "This acquisition is
a great business fit, meets our key acquisition criteria, and expands our
geographic coverage while providing consolidation opportunities in three
markets."
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AFFILIATED COMPUTER SERVICES TO ACQUIRE TECHNOLOGY CONSULTING COMPANY PAGE 2
Affiliated Computer Services, Inc., based in Dallas, Texas, and with offices
throughout the United States, and in Europe and Mexico, provides information
technology services and electronic commerce solutions. ACS provides a full range
of information technology services including business process outsourcing, data
processing outsourcing, image management solutions and information systems
programming services. ACS' Class A common stock trades on the New York Stock
Exchange under the symbol "AFA".
Statements about ACS' outlook and all other statements in this release other
than historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward looking
statements rely on a number of assumptions concerning future events and are
subject to a number of uncertainties and other factors, many of which are
outside ACS' control, that could cause actual results to differ materially from
such statements. While ACS believes that the assumptions concerning future
events are reasonable, it cautions that there are inherent difficulties in
predicting certain important factors, especially the timing and magnitude of
technological advances; the performance of recently acquired businesses; the
prospects for future acquisitions; the possibility that a current customer could
be acquired or otherwise affected by a future event that would diminish their
information technology requirements; the competition in the information
technology industry and the impact of such competition on pricing, revenues and
margins; the degree to which business entities continue to outsource information
technology and business processes; uncertainties surrounding budget reductions
or changes in funding priorities or existing government programs and the cost of
attracting and retaining highly skilled personnel. These factors, when
applicable, are discussed in ACS' filings with the Securities and Exchange
Commission, including the most recent Form 10-K, a copy of which may be obtained
from ACS without charge. ACS disclaims any intention or obligation to revise any
forward-looking statements whether as a result of new information, future event,
or otherwise.
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EXHIBIT 99.2
[A C S LOGO] NEWS RELEASE
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FOR IMMEDIATE RELEASE
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MEDIA CONTACT: ANALYSTS CONTACT:
Mark A. King
Corporate Communications Executive Vice President and
Affiliated Computer Services, Inc. Chief Financial Officer
(214) 841-8011 (214) 841-8007
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AFFILIATED COMPUTER SERVICES, INC. COMPLETES
ACQUISITION OF CARA CORPORATION
DALLAS, TEXAS - January 5, 1998 -- Affiliated Computer Services, Inc. (NYSE:
AFA) announced today that it has received regulatory approval and has completed
the acquisition of CARA Corporation (CARA), the previously undisclosed
professional services company that was the subject of a definitive purchase
agreement disclosed on December 8, 1997.
CARA recorded annual revenue in excess of $48 million, based upon the 12 months
ending October 31, 1997, and has approximately 500 consultants providing
technical staff augmentation, project management, Year 2000 consulting, systems
development services, and end-user performance support, training and
documentation solutions to approximately 130 clients. Over its 22 year history,
CARA has established long standing relationships with a broad base of Fortune
500 companies with its top five customers having been clients for a minimum of
10 years. CARA's main offices are in Chicago, Portland, Seattle and Phoenix.
CARA will be merged with, and operated by, Technical Directions, Inc., an ACS
subsidiary company.
Affiliated Computer Services, Inc., based in Dallas, Texas, and with offices
throughout the United States, and in Europe and Mexico, provides information
technology services and electronic commerce solutions. ACS provides a full range
of information technology services including business process outsourcing, data
processing outsourcing, image management solutions and information systems
programming services. The Company's Class A common stock trades on the New York
Stock Exchange under the symbol "AFA".
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