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FILED PURSUANT TO RULE 424(b)(3) FORM S-3;
COMMISSION FILE NO. 333-49301
THIRD PROSPECTUS SUPPLEMENT (DATED OCTOBER 12, 1999)
TO AFFILIATED COMPUTER SERVICES, INC. PROSPECTUS
DATED MAY 13, 1998
Referring to the Affiliated Computer Services, Inc. prospectus dated
May 13, 1998, the table in the section entitled "Selling Securityholders" on
pages 11-12 is hereby supplemented effective as of October 12, 1999 with the
following information regarding additional named holders of the 4% Convertible
Subordinated Notes due March 15, 2005 that were not named in such earlier table
included in the May 13, 1998 prospectus or in the other prospectus supplements
issued after May 13, 1998 but prior to this one (defined terms used herein but
not otherwise defined herein shall have the same definitions as used in the May
13 prospectus):
<TABLE>
<CAPTION>
PRINCIPAL CLASS A
AMOUNT OF CLASS A COMMON
PRINCIPAL NOTES COMMON STOCK
NAME OF SELLING AMOUNT OF OFFERED STOCK OFFERED
SECURITYHOLDER NOTES OWNED HEREBY OWNED(1) HEREBY(2)
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<S> <C> <C> <C> <C>
Atlas Assets, Inc. for the Atlas Growth &
Income Fund ............................................ 1,000,000 1,000,000 23,433 23,443
Christian Science Trustees for Gifts and
Endowments ............................................. 140,000 140,000 3,282 3,282
Declaration of Trust for Defined Benefit Plans
Of ZENECA Holdings, Inc. ............................... 355,000 355,000 8,322 8,322
First Church of Christ Scientist - Endowment ............... 150,000 150,000 3,516 3,516
Goldman, Sachs & Co. ....................................... 7,500,000 7,500,000 175,824 175,824
Lipper Offshore Convertibles, L.P. ......................... 1,000,000 1,000,000 23,443 23,443
McMahan Securities Company, L.P. ........................... 4,000 4,000 93 93
The TCW Group, Inc. ........................................ 8,170,000 8,170,000 191,530 191,530
Thermo Electron Balanced Investment Fund ................... 580,000 580,000 13,597 13,597
Previously included in May 13 prospectus or
other supplements, adjusted for transfers
for which notifications have been given ................ 211,101,000 211,101,000 5,121,286 5,121,286
Unnamed holders of Notes or any future
transferees, pledgees, donees, or successors of or
from any such unnamed holder(3) .......................... -0- -0- -0- -0-
-------------- -------------- -------------- --------------
TOTAL ................................................. $ 230,000,000 $ 230,000,000 5,391,936 5,391,936
</TABLE>
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(1) Includes the shares of Class A common Stock into which the Notes held
by such Selling Securityholder are convertible at the initial
conversion rate. The Conversion Rate and the number of shares of Class
A Common Stock issuable upon conversion of the Notes are subject to
adjustment under certain circumstances. See "Description of Notes --
Conversion Rights" in the May 13 prospectus. Accordingly, the number of
shares of Class A Common Stock issuable upon conversion of the Notes
may increase or decrease from time to time.
(2) Assumes conversion into Class A Common Stock of the full amount of
Notes held by the Selling Securityholder at the initial conversion rate
and the offering of such shares by such Selling
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Securityholder pursuant to the registration statement of which this
prospectus forms a part. The Conversion Rate and the number of shares
of Class A Common Stock issuable upon conversion of the Notes is
subject to adjustment under certain circumstances. See "Description of
Notes -- Conversion Rights." Accordingly, the number of shares of Class
A Common Stock issuable upon conversion of the Notes may increase or
decrease from time to time. Fractional shares will not be issued upon
conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(3) No such holder may offer Notes pursuant to the registration statement
of which this prospectus forms a part until such holder is included as
a Selling Securityholder in a supplement to this prospectus in
accordance with the Registration Rights Agreement.
