UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: SEPTEMBER 20, 1997
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(Date of earliest event reported)
COMPUTER DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 1-6002
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MARYLAND 52-0882982
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(State or other jurisdiction (IRS Employer ID No.)
of incorporation or organization)
ONE CURIE COURT
ROCKVILLE, MARYLAND 20850-4389
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 921-7000
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Items 1-4. N/A
Item 5. Other Events
On September 20, 1997, Computer Data Systems, Inc. ("CDSI") signed
a definitive agreement pursuant to which a wholly-owned subsidiary of
Affiliated Computer Services, Inc. ("ACS") will be merged with and into
CDSI. Under the terms of the Agreement and Plan of Merger (the
"Agreement"), stockholders of CDSI will receive 1.759 shares of ACS Class
A Common Stock for each share of CDSI Common Stock. The closing price of
ACS Class A Common Stock on September 19, 1997, the last trading day
prior to the public announcement of the transaction, was $29.375 per
share. In addition, approximately $48 million of CDSI debt will be
repaid for a total transaction value of approximately $373 million.
The transaction is structured to be tax free to CDSI stockholders
and accounted for as a pooling of interests. The merger is subject to
regulatory approvals and certain other conditions, including without
limitation, approval of the merger by a two-thirds vote of CDSI's
stockholders, approval of the issuance of additional shares of ACS Class
A Common Stock by ACS' stockholders and confirmation from the independent
accountants for ACS and CDSI that the transaction will be accounted for
as a pooling of interests. With respect to the stockholder votes, all
the directors and certain executive officers of both companies have
agreed to vote their stock in favor of the transaction. In the case of
ACS, such directors and officers have sufficient voting power to satisfy
the stockholder vote condition in the Agreement. The directors and
officers of CDSI hold stock representing approximately ten percent of the
outstanding shares.
Special meetings of the stockholders of CDSI and ACS are to be
scheduled within the next 90 days and the closing of the merger is
expected during the fourth quarter of calendar 1997.
In connection with the transaction, Clifford M. Kendall, the
Chairman of CDSI's Board of Directors, and Peter A. Bracken, CDSI's Chief
Executive Officer, will each join the ACS Board of Directors following
the merger.
Items 6-8. N/A
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SIGNATURE
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, thereunto duly authorized, in Rockville, Maryland on September 25,
1997.
Computer Data Systems, Inc.
By /s/Wyatt D. Tinsley
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Wyatt D. Tinsley
Executive Vice President
(Principal Financial and
Accounting Officer)
