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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 14, 2000 (June 30, 2000)
Commission file number 0-24787
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 51-0310342
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(State or other Jurisdiction of Incorporation) (IRS Employer Identification No.)
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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 June 30, 2000, Affiliated Computer Services, Inc., a Delaware
corporation (the "Registrant"), and ACS/ECG Holdings, LLC, a Delaware limited
liability company and direct wholly-owned subsidiary of the Registrant (the
"Seller"), entered into a Purchase and Sale Agreement (the "Agreement") with
Genpass, Inc. (the "BUYER"), a newly formed Delaware corporation funded by GTCR
Golder Rauner, regarding the sale of Seller's 100% membership interest (the
"ECG Interest") in ECG Assets, LLC, a Delaware limited liability company and
wholly-owned direct subsidiary of the Seller. ECG Assets, LLC contained all of
the assets and certain liabilities of the Registrant's automated teller machine
processing and maintenance business. The ECG Interest and a five-year covenant
not to compete were purchased under the Agreement by Buyer for a purchase price
of approximately $180 million in cash, which purchase price was arrived at
through negotiation between the Registrant and the Buyer and was funded on July
12, 2000. For additional information about this sale, you can see the copy of
the Agreement that is attached to this Current Report on Form 8-K as Exhibit
2.1 and the copy of Registrant's June 30, 2000 press release attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Purchase and Sale Agreement dated June 30, 2000 by and among
Affiliated Computer Services, Inc., ACS/ECG Holdings, LLC and Genpass, Inc.
99.1 Press Release dated June 30, 2000.
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.
Dated: July 14, 2000
Affiliated Computer Services, Inc.
By: /s/ MARK KING
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Mark 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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2.1 Purchase and Sale Agreement dated June 30, 2000 by and among
Affiliated Computer Services, Inc., ACS/ECG Holdings, LLC and Genpass, Inc.
99.1 Press Release dated June 30, 2000.
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