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Filed pursuant to Rule 424(b)(3); Form S-3;
Commission File No. 333-49301
FIFTH PROSPECTUS SUPPLEMENT (DATED MARCH 27, 2000)
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 March 27, 2000 with the
following information regarding holders of the 4% Convertible Subordinated Notes
due March 15, 2005 that were not named in the table included in the May 13, 1998
prospectus or in the other subsequent prospectus supplements or changes in the
information that has been communicated to ACS. 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)
--------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Goldman, Sachs & Co. ......................... $ 5,000 $ 5,000 117 117
Warburg Dillon Reed LLC ...................... 55,000 55,000 1,289 1,289
Previously included in May 13 prospectus or
other supplements, adjusted for transfers
for which notifications have been given .. 22,940,000 22,940,000 5,390,529 5,390,529
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 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.
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(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.
