<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEVADA 95-2043126
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
--------------------------
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(310) 615-0311
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
HAYWARD D. FISK, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
COMPUTER SCIENCES CORPORATION
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(310) 615-0311
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
PETER F. ZIEGLER, ESQ. EDWARD SONNENSCHEIN, JR., ESQ.
Gibson, Dunn & Crutcher Latham & Watkins
333 S. Grand Avenue 633 W. 5th Street, Suite 4000
Los Angeles, CA 90071-3197 Los Angeles, CA 90071
(213) 229-7000 (213) 485-1234
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value)(3).............. 4,600,000 shares $49.1875 $226,262,500 $78,022.10
<FN>
(1) Includes 600,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of determining the registration fee.
Calculated on the basis of the average of the high and low reported prices
of the Registrant's Common Stock on the New York Stock Exchange on January
6, 1995.
(3) Each share of Common Stock includes one Preferred Stock Purchase Right as
described in the Registrant's registration statement on Form 8-A filed
December 23, 1988, as amended.
</TABLE>
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains a Prospectus relating to a public
offering in the United States (the "U.S. Offering"), of an aggregate of
3,200,000 shares of Common Stock, $1.00 par value, of Computer Sciences
Corporation (the "Company"), together with separate Prospectus pages relating to
a concurrent offering outside the United States of an aggregate of 800,000
shares of Common Stock, $1.00 par value, of the Company (the "International
Offering"). The complete Prospectus for the U.S. Offering follows immediately.
Following the Prospectus for the U.S. Offering are alternate pages for the
International Offering which include the following: front cover page, a "Certain
United States Federal Tax Consequences to Non-United States Holders" section, an
"Underwriting" section, a "Legal Matters" section, an "Expert" section and a
back cover page. Such pages include the caption "Alternate Page" at the top
right hand corner. All other pages of the Prospectus for the U.S. Offering are
to be used for both the U.S. Offering and the International Offering.
Ten copies of the complete Prospectus for each of the U.S. and International
Offerings in the exact forms in which they are to be used after effectiveness
will be filed with the Securities and Exchange Commission pursuant to Rule
424(b), as required.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 13, 1995
4,000,000 SHARES
COMPUTER SCIENCES CORPORATION
[LOGO]
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
--------------
Of the 4,000,000 shares of Common Stock offered by the Company, 3,200,000
shares are being offered hereby in the United States and 800,000 shares are
being offered in a concurrent international offering outside the United States.
The initial public offering price and the aggregate underwriting discount per
share will be identical for both offerings. See "Underwriting".
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "CSC". The last reported sale price of the Common Stock on the New
York Stock Exchange on January 12, 1995 was $50.75 per share. See "Price Range
of Common Stock and Dividends".
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
-------------- ------------- -------------
<S> <C> <C> <C>
Per Share........................................... $ $ $
Total (3)........................................... $ $ $
<FN>
- --------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 480,000 shares of Common Stock at the initial
public offering price per share, less the underwriting discount, solely to
cover over-allotments. Additionally, the Company has granted the
International Underwriters an option for 30 days to purchase up to an
additional 120,000 shares of Common Stock at the initial public offering
price per share, less the underwriting discount, solely to cover
over-allotments. If such options are exercised in full, the total initial
public offering price, underwriting discount and proceeds to the Company
will be $ , $ , and $ , respectively. See "Underwriting".
</TABLE>
--------------
The shares offered hereby are offered severally by the U.S. Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about
, 1995.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
---------
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
Computer Sciences Corporation (the "Company" or "CSC") has filed a
registration statement on Form S-3 (together with all amendments and exhibits,
the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities covered by this Prospectus. This
Prospectus omits certain information and exhibits included in the Registration
Statement, copies of which may be obtained upon payment of a fee prescribed by
the Commission or may be examined free of charge at the principal office of the
Commission in Washington, D.C.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock, $1.00 par value per share (the "Common Stock"),
is listed on the New York Stock Exchange (the "NYSE") and the Pacific Stock
Exchange (the "PSE") under the symbol "CSC" and such reports, proxy statements
and other information concerning the Company should be available for inspection
and copying at the offices of the NYSE, 20 Broad Street, New York, New York
10005 and at the offices of the PSE, 301 Pine Street, San Francisco, California
94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are by this reference incorporated in and made a part of this Prospectus: (1)
the Annual Report on Form 10-K for the year ended April 1, 1994, as amended
("Form 10-K"), File No. 1-4850 (including the portions of the Company's Proxy
Statement dated July 5, 1994 incorporated by reference in such Annual Report on
Form 10-K); (2) the Quarterly Reports on Form 10-Q for the quarters ended July
1, 1994 and September 30, 1994; (3) the Registration Statement on Form 10, as
amended, filed to register the Common Stock pursuant to the Exchange Act; (4)
the Registration Statement on Form 8-A, as amended, filed to register the
Company's Preferred Stock Purchase Rights pursuant to the Exchange Act; and (5)
all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to the Company,
Attention: Investor Relations Department, 2100 East Grand Avenue, El Segundo,
California 90245, telephone: (310) 615-1700, or c/o Registration Department,
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention:
Donald T. Hansen, telephone: (212) 902-6686.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE
PACIFIC STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
2
<PAGE>
THE COMPANY
The Company was founded in 1959 and is among the world leaders in the
information technology ("IT") services industry. The Company offers a broad
array of professional IT services to industry and government, and specializes in
the application of advanced and complex IT to achieve its customers' strategic
objectives. The Company's services include:
- MANAGEMENT CONSULTING -- Advising customers on the acquisition and
strategic utilization of IT and on "business reengineering," which
involves fundamental redesign of operations to achieve efficiencies and
improve competitive position.
- SYSTEMS INTEGRATION -- Designing, developing, implementing and integrating
complete information systems.
- OUTSOURCING -- Operating all or a portion of a customer's technology
infrastructure, including systems analysis, applications development,
network operations and data center management.
For more than three decades, the Company has provided IT services to the
United States federal government, ranging from traditional systems integration
and outsourcing to advanced technical undertakings and complex project
management. After making a strategic decision in 1986 to focus on the
development of its commercial business and to reduce its dependence on federal
contracts, which then accounted for 70% of its total revenues, the Company has
increased its penetration of the domestic and international commercial markets
and diversified its businesses. The Company's strategy is to continue to expand
its market share in commercial markets through internal growth and acquisitions
in targeted services and geographic markets while maintaining its strong
position in the federal market (which contributed 46% of revenue in the first
six months of fiscal 1995). As a result of this strategy, the Company's revenue
from commercial markets has grown at a compound annual growth rate ("CAGR") of
27% from fiscal 1991 through fiscal 1994 and the Company expects that such
revenue will continue to increase as a percentage of total revenue of the
Company.
The Company believes that its technology and systems expertise and large
project management skills, gained through years of experience in providing IT
services to the federal government, position it to compete effectively in U.S.
and international commercial markets. The Company also believes that its
competitive position is enhanced by its leadership position in business
reengineering consulting, its vendor neutrality and the full spectrum of IT
services that it provides.
The Company serves its U.S. markets through four primary operating groups:
the CONSULTING GROUP offers management consulting, business reengineering and
systems integration services; the SYSTEMS GROUP is responsible for substantially
all business with the federal government; the TECHNOLOGY MANAGEMENT GROUP
provides a full range of outsourcing services; and the INDUSTRY SERVICES GROUP
provides systems operations and processing support and proprietary
industry-specific services principally to the consumer financial services,
insurance and healthcare industries.
Through its EUROPEAN GROUP, the Company operates in Belgium, France,
Germany, the Netherlands and the United Kingdom. In addition, the Company has
operations in the Pacific Rim through CSC AUSTRALIA, a leading systems
integration, outsourcing and software development company in Australia and New
Zealand. The Company provides substantially the same services to its
international customers that it provides to domestic customers. Certain of the
Company's U.S. groups have also developed business outside the U.S.
The Company is incorporated under the laws of the State of Nevada. Its
principal executive offices are located at 2100 East Grand Avenue, El Segundo,
California 90245, and its telephone number is (310) 615-0311.
3
<PAGE>
RECENT DEVELOPMENTS
On December 29, 1994, the Company entered into an outsourcing agreement with
Hughes Aircraft Company ("Hughes") pursuant to which the Company will provide a
wide range of IT services to Hughes' corporate offices and certain operating
units -- including Hughes Aerospace and Technology, Hughes Space and
Communications, and Hughes Missile Systems -- for eight years, beginning January
28, 1995. CSC intends to support Hughes in the areas of mainframe computers,
desktop computers, telecommunications, enterprise servers, applications
development/maintenance and engineering computing. To provide these IT services,
the Company purchased from Hughes all of the stock of a subsidiary of Hughes
that holds certain hardware and other information technology assets and
anticipates hiring approximately 1,100 Hughes employees. CSC estimates that the
Hughes agreement will generate approximately $1.5 billion of revenue for the
Company over the eight-year period. This agreement supersedes a prior contract
for an estimated $200 million of revenues over seven years. After the initial
eight-year period, the agreement renews for successive one-year periods unless
terminated by either company.
On January 2, 1995, CSC acquired a majority interest in Ploenzke AG
("Ploenzke"), Germany's largest independent computer services firm. Ploenzke had
consolidated revenues of approximately $170 million in calendar 1993. The
Company expects to acquire all of the outstanding stock of Ploenzke within six
years, pursuant to reciprocal put and call options. Ploenzke specializes in
consulting, systems integration and custom software development and serves both
commercial clients, such as Siemens and Deutsche Bank, and public sector clients
that include the German federal railway and postal service. Ploenzke's primary
industry strengths include manufacturing, financial services, energy and
transportation.
Recently, the Company has also announced outsourcing contracts with American
Medical Response, Autoglass, MONY, Polaroid, San Diego Gas & Electric, Scott
Paper and Southern New England Telephone, among others. CSC estimates that, over
their terms and if all renewal options are exercised, these contracts will
generate approximately $675 million of revenue. See "Business -- Technology
Management Group and -- International Operations".
USE OF PROCEEDS
Assuming an initial public offering price of $50.75 per share, the net
proceeds to the Company from the sale of the 4,000,000 shares of Common Stock
offered in the United States and international offerings are estimated to be
approximately $196.4 million ($225.8 million if the Underwriters' over-allotment
options are exercised in full), after deduction of the underwriting discount and
estimated offering expenses payable by the Company. The net proceeds will be
added to the general funds of the Company and will be used for general corporate
purposes. Pending such application, the Company intends to use the net proceeds
to reduce indebtedness temporarily and invest in short-term instruments.
4
<PAGE>
CAPITALIZATION
The following table sets forth a summary of the current debt and
capitalization of CSC on a consolidated basis as of September 30, 1994, on a pro
forma basis as of such date to reflect certain additional indebtedness incurred
after September 30, 1994 as described in note 2 below, and as adjusted to
reflect (i) the sale by CSC of 4,000,000 shares of Common Stock pursuant to the
United States and international offerings and (ii) the application of the
estimated net proceeds of approximately $196.4 million from such sale to repay
temporarily outstanding indebtedness, assuming that the Underwriters'
over-allotment options are not exercised and assuming an initial public offering
price of $50.75 per share. See "Use of Proceeds". The information set forth
below should be read in conjunction with CSC's consolidated financial statements
and the notes thereto, included in its Annual Report on Form 10-K for the year
ended April 1, 1994, and its Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1994 and July 1, 1994, which are incorporated herein by
reference.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
--------------------------------------------
PRO FORMA
ACTUAL (1) PRO FORMA (2) AS ADJUSTED
------------- -------------- -------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Current debt:
Short-term debt.................................................. $ 96,514 $ 196,514 $ 50,114
Current maturities of long-term debt............................. 6,629 6,629 6,629
------------- -------------- -------------
Total current debt......................................... 103,143 $ 203,143 56,743
------------- -------------- -------------
------------- -------------- -------------
Long-term debt:
Commercial paper................................................. $ 150,000 $ 150,000 $ 100,000
6.80% Guaranteed Notes due April 15, 1999........................ 150,000 150,000 150,000
Other interest-bearing liabilities............................... 11,314 11,314 11,314
------------- -------------- -------------
Total long-term debt....................................... 311,314 311,314 261,314
------------- -------------- -------------
Stockholders' equity:
Preferred Stock, $1.00 par value; 1,000,000 authorized; none
issued.......................................................... -- -- --
Series A Junior Participating Preferred Stock, $1.00 par value;
198,000 authorized; none issued............................... -- -- --
Common Stock, $1.00 par value; 75,000,000 authorized; 50,857,874
shares issued; 54,857,874 shares issued, as adjusted (3)........ 51,070 51,070 55,070
Additional paid-in capital....................................... 113,293 113,293 305,693
Earnings retained for use in business............................ 704,185 704,185 704,185
Foreign currency translation and unfunded pension adjustments.... 1,394 1,394 1,394
Treasury stock; 212,328 shares................................... (5,014) (5,014) (5,014)
------------- -------------- -------------
Stockholders' equity, net.................................. 864,928 864,928 1,061,328
------------- -------------- -------------
Total capitalization....................................... $ 1,176,242 $ 1,176,242 $ 1,322,642
------------- -------------- -------------
------------- -------------- -------------
<FN>
- ------------------------
(1) See Note 4 to the Company's consolidated financial statements included in
its Annual Report on Form 10-K for the year ended April 1, 1994 and Note A
to the Company's consolidated condensed financial statements included in
its Quarterly Report on Form 10-Q for the quarter ended July 1, 1994, which
are incorporated herein by reference, for information regarding outstanding
indebtedness.
(2) The pro forma adjustment reflects an additional $100 million of
indebtedness incurred on January 3, 1995 to fund the acquisition of a
majority interest in Ploenzke and the acquisition of certain assets under
the Hughes outsourcing agreement. See "Recent Developments".
(3) Excludes shares of Common Stock issuable upon exercise of options granted
to employees of the Company. The Company has reserved 6,475,930 shares of
Common Stock for issuance pursuant to option grants under its stock option
plans. On September 30, 1994, options to purchase 5,178,538 of these shares
of Common Stock were outstanding to employees of the Company.
</TABLE>
5
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed and traded on the NYSE and PSE under the symbol
"CSC".
The table below sets forth the high and low intra-day prices of the Common
Stock on the NYSE for the periods indicated. Per share prices have been adjusted
for a 200% stock dividend distributed January 13, 1994.
<TABLE>
<CAPTION>
COMMON STOCK
PRICES
--------------------
HIGH LOW
--------- ---------
<S> <C> <C>
1992:
First Quarter.............................................................................. $ 28.00 $ 22.50
Second Quarter............................................................................. 25.75 20.38
Third Quarter.............................................................................. 23.29 19.00
Fourth Quarter............................................................................. 26.75 21.96
1993:
First Quarter.............................................................................. $ 26.83 $ 24.54
Second Quarter............................................................................. 28.21 23.33
Third Quarter.............................................................................. 31.63 27.25
Fourth Quarter............................................................................. 33.42 29.96
1994:
First Quarter.............................................................................. $ 41.75 $ 31.63
Second Quarter............................................................................. 44.00 35.25
Third Quarter.............................................................................. 45.25 39.75
Fourth Quarter............................................................................. 52.63 41.00
1995:
First Quarter (through January 12, 1995)................................................... $ 51.50 $ 48.88
</TABLE>
It has been the Company's policy to invest earnings in the growth of the
Company rather than distribute earnings as cash dividends. This policy, under
which cash dividends have not been paid since fiscal 1969, is expected to
continue but is subject to review by the Board of Directors.
6
<PAGE>
SELECTED FINANCIAL INFORMATION
The following table sets forth selected consolidated financial and other
information of the Company. The "Statement of Earnings Information" and the
"Balance Sheet Information" (i) for the years ended and as of March 30, 1990 and
March 29, 1991, and the "Balance Sheet Information" as of April 3, 1992 are
derived from audited consolidated financial statements of the Company not
included in this Prospectus, (ii) for the years ended and as of April 3, 1992,
April 2, 1993 and April 1, 1994 (other than the "Balance Sheet Information" as
of April 3, 1992) are derived from the audited consolidated financial statements
of the Company contained in its Annual Report on Form 10-K for its fiscal year
ended April 1, 1994, incorporated by reference in this Prospectus, (iii) for the
six months ended and as of September 30, 1994 are derived from the unaudited
consolidated condensed financial statements of the Company contained in its
Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1994,
incorporated by reference in this Prospectus, and (iv) for the six months ended
and as of October 1, 1993 are derived from unaudited consolidated condensed
financial statements of the Company not included in this Prospectus. The
unaudited consolidated condensed financial statements include all normal
recurring adjustments management considers necessary for a fair presentation of
the consolidated financial data. The following selected consolidated financial
information should be read in conjunction with, and is qualified in its entirety
by, the Company's consolidated financial statements and accompanying notes
contained in its Annual Report on Form 10-K for its fiscal year ended April 1,
1994, and its unaudited consolidated condensed financial statements contained in
its Quarterly Reports on Form 10-Q for its fiscal quarters ended July 1, 1994
and September 30, 1994, and also should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" appearing elsewhere herein.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED SIX MONTHS ENDED
---------------------------------------------------------- ----------------------
SEPTEMBER
MARCH 30, MARCH 29, APRIL 3, APRIL 2, APRIL 1, OCTOBER 1, 30,
1990 1991 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS
INFORMATION:
Revenues................................ $1,500,443 $1,737,791 $2,113,351 $2,479,847 $2,582,670 $1,230,406 $1,526,631
---------- ---------- ---------- ---------- ---------- ---------- ----------
Costs of services....................... 1,238,738 1,447,367 1,723,973 2,006,449 2,065,023 1,000,561 1,215,539
Selling, general and administrative..... 131,702 144,751 179,578 210,217 227,003 103,519 150,096
Depreciation and amortization........... 34,014 40,203 81,701 118,668 130,704 60,077 77,832
Interest, net........................... 4,475 5,408 15,626 15,804 10,857 4,962 10,995
Other items, net (1).................... (11,686) (2,480) 3,250 460 -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total costs and expenses................ 1,397,243 1,635,249 2,004,128 2,351,598 2,433,587 1,169,119 1,454,462
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before taxes..................... 103,200 102,542 109,223 128,249 149,083 61,287 72,169
Taxes on income......................... 37,668 37,551 41,046 50,100 58,153 24,858 27,424
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings before cumulative effect of
accounting change...................... $ 65,532 $ 64,991 $ 68,177 $ 78,149 $ 90,930 $ 36,429 $ 44,745
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings............................ $ 65,532 $ 64,991 $ 68,177 $ 78,149 $ 95,830 $ 41,329 $ 44,745
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings per share before cumulative
effect of accounting change (1)........ $ 1.36 $ 1.34 $ 1.37 $ 1.55 $ 1.77 $ 0.72 $ 0.86
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings per share (1).............. $ 1.36 $ 1.34 $ 1.37 $ 1.55 $ 1.86 $ 0.81 $ 0.86
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Shares used to compute earnings per
share.................................. 48,341 48,518 49,647 50,276 51,385 50,988 52,247
BALANCE SHEET INFORMATION:
Working capital......................... $ 219,005 $ 262,865 $ 265,563 $ 332,273 $ 195,875 $ 354,849 $ 243,224
Total assets............................ 917,741 1,006,821 1,375,386 1,460,922 1,806,380 1,485,307 1,844,713
Total debt.............................. 135,678 141,559 389,710 312,039 323,801 305,544 414,457
Stockholders' equity.................... 458,072 526,226 606,810 695,380 805,680 742,373 864,928
<FN>
- ------------------------------
(1) Other items, net include: (a) for fiscal 1990, a gain of $19.6 million on
sales of the Company's 40% ownership interest in a former subsidiary,
reduced by provisions established for the phasedown of certain operations;
(b) for fiscal 1991, the net result of (i) a net non-operating gain of $3.4
million, resulting from a gain of $8.3 million from the formation of a
general partnership partially offset by provisions of $4.9 million
established for the phasedown of certain operations, and (ii) European
severance payments and restructuring costs of $6.0 million less gains from
the disposition of certain European business activities of $5.1 million;
(c) for fiscal 1992, restructuring charges of approximately $5.5 million
incurred within the Company's European operations, primarily for severance
payments and related costs, partially offset by $2.2 million recognized as
the net increase in estimated amounts recoverable on completed contracts;
and (d) for fiscal 1993 (i) the Company's settlement of certain claims on
completed contracts, resulting in a gain of $4.7 million in excess of
estimated recoverable amounts, and (ii) provision for severance payments
and restructuring charges of $5.1 million relating to the Company's
European operations, particularly Belgium. The per share after tax effect
of these items was $0.15, $0.03, ($0.04) and ($0.01) in fiscal 1990, 1991,
1992 and 1993, respectively. After deducting these amounts from net
earnings per share shown above, net earnings per share in fiscal 1990,
1991, 1992 and 1993 would have been $1.21, $1.31, $1.41 and $1.56,
respectively.
</TABLE>
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain items in the results of operations
for the periods indicated as a percentage of revenues:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED SIX MONTHS ENDED
------------------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
APRIL 3, APRIL 2, APRIL 1, OCT. 1, SEPT. 30,
1992 1993 1994 1993 1994
----------- ----------- ----------- ----------- -----------
Revenues.................................................. 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
Costs of services......................................... 81.6 80.9 80.0 81.3 79.6
Selling, general and administrative....................... 8.5 8.5 8.8 8.4 9.8
Depreciation and amortization............................. 3.8 4.8 5.0 4.9 5.1
Interest, net............................................. 0.7 0.6 0.4 0.4 0.8
Other items, net.......................................... 0.2 -- -- -- --
----- ----- ----- ----- -----
Total costs and expenses.................................. 94.8 94.8 94.2 95.0 95.3
----- ----- ----- ----- -----
Income before taxes....................................... 5.2 5.2 5.8 5.0 4.7
Taxes on income........................................... 2.0 2.0 2.3 2.0 1.8
----- ----- ----- ----- -----
Earnings before cumulative effect of accounting change.... 3.2% 3.2% 3.5% 3.0% 2.9%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>
FOR THE FIRST SIX MONTHS OF FISCAL 1995 AND FISCAL 1994
REVENUES
During the six months ended September 30, 1994 (the "Fiscal 1995 Period"),
the Company's total revenues were $1,527 million, an increase of 24.1%, or $296
million, over the corresponding 1994 period (the "Fiscal 1994 Period"). Federal
revenue in the Fiscal 1995 Period totaled $700 million, up 17.9% from $594
million for the Fiscal 1994 Period, due to the acquisition during December 1993
of Atlantic Research Corporation's Professional Services Group ("PSG") and the
commencement after the Fiscal 1994 Period of a number of contracts, including
the Company's contract to provide comprehensive information systems support to
NASA's Marshall Space Flight Center (the "PrISMS Contract").
From the beginning of the fiscal year through December 30, 1994, the Company
has been awarded federal government contracts that it estimates will generate
approximately $1.4 billion of revenues over their terms, including the PrISMS
Contract, which the Company estimates will generate approximately $1.05 billion
of revenue over eight years if all renewal options are exercised.
Commercial revenue from domestic operations was $527 million for the Fiscal
1995 Period versus $510 million for the Fiscal 1994 Period, an increase of 3.3%,
or $17 million, with growth in consulting revenues partially offset by the
continuing phaseout of certain claims processing activities and a slight
decrease in revenues from existing outsourcing contracts as service efficiencies
were achieved. International revenue increased to $299 million from $127
million, an increase of 135.4%, or $172 million, reflecting the commencement of
the Company's outsourcing contract with British Aerospace ("BAe") during the
first quarter of fiscal 1995, the acquisition of CSC Australia during the third
quarter of fiscal 1994 and other revenue growth.
From the beginning of the fiscal year through December 30, 1994, the Company
has been awarded commercial contracts that it estimates will generate
approximately $1.9 billion of revenues over their terms.
COSTS AND EXPENSES
Costs of services for the Fiscal 1995 Period were $1,216 million, up 21.5%,
or $215 million, over the Fiscal 1994 Period. As a percentage of revenue, costs
of services were 79.6% for the Fiscal 1995 Period, versus 81.3% for the Fiscal
1994 Period. The improvement was widespread, with the largest benefit achieved
in the Company's European operations.
8
<PAGE>
Selling, general and administrative expenses increased to $150 million for
the Fiscal 1995 Period, up from $104 million for the same period last year. The
largest increases were in the Company's international, federal and U.S.
consulting businesses where revenue growth was also strongest. As a percentage
of revenue, the Company's selling, general and administrative expenses were 9.8%
for the Fiscal 1995 Period, versus 8.4% for the Fiscal 1994 Period, primarily
due to the higher proportion of commercial consulting and outsourcing business,
which generally requires higher selling expenses.
Depreciation and amortization expense increased to $78 million for the
Fiscal 1995 Period, up from $60 million for the Fiscal 1994 Period, representing
5.1% and 4.9% of revenues, respectively. The dollar and percentage increases
were primarily the result of the BAe contract and the acquisitions of PSG and
CSC Australia.
Net interest expense increased to $11 million for the Fiscal 1995 Period
from $5 million for the Fiscal 1994 Period. The increase was due to both
decreased interest income and increased interest expense as cash on hand and
increased borrowings were used to supplement cash flows from operations. A
reduction in cash and increased borrowings helped to fund the purchase of
outsourcing assets from BAe and to acquire PSG and CSC Australia during the
second half of fiscal 1994.
The Company also completed the phase-out of certain unprofitable operations
in Belgium during the first quarter of fiscal 1995.
INCOME BEFORE TAXES
Income before taxes was $72 million for the Fiscal 1995 Period, up $11
million, or 17.8%, over the Fiscal 1994 Period, reflecting the revenue growth
achieved and an operating income improvement in Europe of approximately $2
million, offset somewhat by the higher selling, general and administrative
expenses and net interest expense described above. The Company achieved a
pre-tax margin for the Fiscal 1995 Period of 4.7% of revenues, versus 5.0% for
the Fiscal 1994 Period, reflecting the above revenue and expense trends.
EARNINGS
Earnings were $45 million for the Fiscal 1995 Period, up $8 million, or
22.8%, over the Fiscal 1994 Period, before the cumulative effect of an
accounting change for income taxes. The effective tax rate was 38.0% in the
Fiscal 1995 Period, versus 40.6% for the Fiscal 1994 Period. The higher rate for
the Fiscal 1994 Period was principally related to the passage of federal income
tax legislation during August, 1993. The cumulative effect of the tax
legislation was recorded in the second quarter of fiscal 1994.
During the third quarter of fiscal 1994, CSC's Board of Directors declared a
three-for-one stock split in the form of a 200 percent stock dividend, and the
additional shares were distributed January 13, 1994. The Fiscal 1995 Period's
earnings per share were 86 cents compared to 72 cents for the Fiscal 1994 Period
before the cumulative effect of the accounting change, on a greater number of
shares outstanding.
During the first quarter of fiscal 1994, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", and
recognized a resulting gain of $5 million, or 9 cents per share adjusted for the
split.
CASH FLOWS
Cash flows from operating activities were $15 million for the Fiscal 1995
Period, compared to $85 million during the Fiscal 1994 Period. Higher earnings
and non-cash expenses for the Fiscal 1995 Period compared to the Fiscal 1994
Period were more than offset by higher working capital needs, particularly for
the commencement of several federal contracts, including the PrISMS Contract.
The Company's cash outflows for investing activities were $114 million for
the Fiscal 1995 Period versus $84 million during the Fiscal 1994 Period. The
higher outflow reflected greater purchases of property, plant and equipment in
keeping with company growth, particularly in the asset-intensive area
9
<PAGE>
of information technology outsourcing. The Company also had greater
acquisition-related expenditures for this period than in the corresponding 1994
period. These factors were partially offset by an absence of short-term
investment purchases during the Fiscal 1995 Period compared to the Fiscal 1994
Period.
Cash used in financing activities was $14 million for the Fiscal 1995 Period
versus cash provided of $1 million during the Fiscal 1994 Period. Year-to-date
activity included the payment of $114 million of BAe outsourcing financing.
Additionally, a $150 million private placement of fixed-rate, term debt was
issued by CSC Enterprises, a consolidated affiliate of the Company, and was used
partially to repay commercial paper borrowings.
FINANCIAL CONDITION
During the Fiscal 1995 Period, the Company's capital needs included $114
million for the payment related to the BAe outsourcing contract and $115 million
for additional working capital. These needs were met by the use of existing cash
and additional debt. As a result of the additional borrowing, the Company's
debt-to-total-capitalization ratio increased to 32.4% at September 30, 1994,
versus 28.8% at the prior fiscal year-end. In all other respects, the Company's
financial condition has not changed significantly since the fiscal year-end.
Historically, the Company has been able to provide the capital needed to
meet its obligations and invest in growth opportunities through internally
generated cash flows and its debt capacity. It is management's opinion that the
Company will be able to fund its cash needs from operating activities and from
short-term borrowings. It is also management's opinion that any major additional
requirements can be financed by the use of unused borrowing capacity or by the
issuance of new CSC securities.
FOR THE THREE FISCAL YEARS 1994, 1993 AND 1992
REVENUES
Revenues of $2.58 billion for fiscal 1994 were 4.1% higher than fiscal 1993
revenues of $2.48 billion, which were 17.3% higher than the $2.11 billion of
revenues for fiscal 1992. Revenue growth for each year was achieved through both
expansion of internal activities and acquisitions. For fiscal 1993, over half of
the 17% growth came from the General Dynamics and successor clients' outsourcing
contracts.
The Company's revenue from the U.S. Government declined 2.5% to $1.22
billion for fiscal 1994 from $1.25 billion in fiscal 1993. The decline was the
result of the phase-out of two large contracts, offset in part by the
acquisition of the Professional Services Group of Atlantic Research Corporation.
During fiscal 1994, CSC was awarded contracts with a value of $2.0 billion,
compared with $1.1 billion the prior year. Fiscal 1993 U.S. Government revenue
increased 3.5% to $1.25 billion from $1.21 billion for fiscal 1992. The growth
was broad-based across CSC federal operations. Revenues from the U.S. Government
comprised 47.4% of the Company's total revenues for fiscal 1994 versus 50.6% for
fiscal 1993 and 57.4% for fiscal 1992.
CSC's non-federal revenues comprised 52.6% of total revenues for fiscal 1994
versus 49.4% for fiscal 1993 and 42.6% for fiscal 1992. Commercial revenues of
the Company's U.S. operations increased to $1.04 billion for fiscal 1994, an
increase of 4.9% over $0.99 billion for the prior year, following a 43.7%
increase for fiscal 1993 over 1992. U.S. commercial growth for fiscal 1994 was
led by consulting and systems integration activities, offset by the impact of
the New Jersey JUA/MTF contract expiration. The Company's expansion into
commercial outsourcing was the largest source of revenue growth for fiscal 1993.
Consulting and systems integration activities were also significant contributors
to fiscal 1993 growth.
The Company's international revenues increased 36.6% to $321 million for
fiscal 1994, up from $235 million for fiscal 1993 and $209 million for fiscal
1992. Slightly more than half of international revenue growth for fiscal 1994
resulted from the acquisition of CSC Australia. The remainder of fiscal 1994
international revenue growth came from consulting and outsourcing efforts.
Fiscal 1993 growth was achieved through broad-based internal growth, except in
Belgium where the disposal of certain operations led to corresponding revenue
reductions.
10
<PAGE>
COSTS OF SERVICES
Costs of services of $2.07 billion for fiscal 1994 were 2.9% higher than
fiscal 1993, comparing favorably to the 4.1% fiscal 1994 revenue increase. 1993
costs of services of $2.01 billion were 16.4% higher than the $1.72 billion of
costs for fiscal 1992, compared to the 17.3% fiscal 1993 revenue increase.
As a percentage of revenues, costs of services improved to 80.0% for fiscal
1994 from 80.9% for fiscal 1993 and 81.6% for fiscal 1992. The favorable change
for fiscal 1994 was due to broad improvement across the Company. The favorable
change during fiscal 1993 was primarily related to the change in the mix of
business toward outsourcing and improved performance in the Company's federal
business.
SELLING, GENERAL AND ADMINISTRATIVE
Fiscal 1994 selling, general and administrative expenses of $227 million
increased by $17 million or 8.0% over fiscal 1993, which was $31 million or
17.1% greater than fiscal 1992. The most significant contributor to these
increases has been the expansion of the Company's commercial outsourcing and
consulting activities. As a percentage of revenue, the Company's selling,
general and administrative expenses were 8.8% for fiscal 1994 versus 8.5% for
fiscal 1993 and 1992.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense for fiscal 1994 of $131 million
increased $12 million, or 10.1%, over fiscal 1993, following an increase of $37
million or 45.2% for fiscal 1993 over fiscal 1992. For fiscal 1994, the increase
reflected growth in fixed and other assets from both internal expansion and
acquisitions. For fiscal 1993, approximately 70% of the increase was due to the
full year impact of the purchase of property, equipment and other assets in
connection with the General Dynamics outsourcing contract begun in fiscal 1992.
As a percentage of revenue, the Company's depreciation and amortization expense
was 5.0%, 4.8% and 3.8% for fiscal 1994, 1993 and 1992, respectively.
INTEREST AND OTHER ITEMS
Interest expense, net of interest income, was $11 million for fiscal 1994,
down from $16 million for each of fiscal 1993 and fiscal 1992. The reduction in
net interest expense for fiscal 1994 was due to both decreased interest expense
and increased interest income. The Company's effective rate of interest declined
as a result of declining market interest rates and the replacement of a $250
million bank borrowing with the same amount of commercial paper. Subsequent to
year-end, $150 million of the commercial paper was replaced by five-year
guaranteed notes at a rate of 6.8%, a rate higher than commercial paper rates at
the time. Interest income increased as the result of higher average cash
balances invested, despite lower rates of return due to declining interest
rates.
Net interest expense increased for fiscal 1993 due to the full year impact
of the $250 million borrowing during November 1991 to finance the purchase of
outsourcing assets and several acquisitions. The increase was substantially
offset by interest expense savings resulting from paydowns of $55 million on
Senior Notes (carrying an interest rate of approximately 9%) and approximately
$20 million of other debt.
For fiscal 1993, other items are comprised of (i) the Company's settlement
of certain claims on completed contracts, resulting in a gain of $5 million in
excess of estimated recoverable amounts, and (ii) provision for severance
payments and restructuring charges of $5 million relating to the Company's
European operations, particularly Belgium.
Other items for fiscal 1992 consist of restructuring charges of
approximately $5 million incurred within the Company's European operations,
primarily for severance payments and related costs. The charge was partially
offset by $2 million recognized as the net increase in estimated amounts
recoverable on completed contracts.
INCOME BEFORE TAXES
Income before taxes increased $21 million or 16.2% to $149 million for
fiscal 1994 from $128 million for fiscal 1993. Fiscal 1994 income before taxes
included net foreign operating income of $5 million
11
<PAGE>
versus fiscal 1993 net operating losses of $16 million. Of this improvement,
approximately half was achieved in Europe, although losses there persisted, with
the remaining improvement achieved in the international operations of
U.S.-domiciled entities and as the result of the acquisition of CSC Australia.
In the aggregate, CSC's increase in income before taxes for fiscal 1994 was
mainly the result of revenue growth, cost of services improvement and a net
interest expense reduction.
For fiscal 1993, income before taxes increased $19 million or 17.4% to $128
million, reflecting the 17.3% revenue growth achieved.
The Company achieved pre-tax margins of 5.8% of revenues for fiscal 1994 and
5.2% of revenues for fiscal 1993 and 1992, reflecting the above revenue and
expense trends.
TAXES
The provision for income taxes as a percentage of pretax earnings was 39.0%,
39.1% and 37.6% for fiscal 1994, 1993 and 1992, respectively. The slight
decrease in the rate for fiscal 1994 was achieved, despite the increase in the
U.S. federal statutory rate and the cumulative effect of the August 1993 tax
legislation, by the ability to offset some European tax losses against taxable
income elsewhere.
The rate increase for fiscal 1993 was due to the Company's European losses,
for which there were generally no income tax carrybacks available and which
could not at that time be used to offset taxable income elsewhere.
Effective for fiscal 1994, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", and reported
additional net earnings of $5 million, or $0.09 per share as the cumulative
effect of an accounting change.
EARNINGS
Earnings for fiscal 1994 were $91 million before the $5 million effect of an
accounting change, discussed above, and $96 million after the effect. Net
earnings were $78 million and $68 million for fiscal 1993 and fiscal 1992,
respectively.
The upward trend of earnings for the three years reflects the Company's
revenue growth and improvements in costs of services as a percentage of revenue,
partially offset by increases in selling, general and administrative expenses
and depreciation and amortization expenses and, for fiscal 1993, a higher
effective tax rate.
CASH FLOWS
The Company's primary source of cash has been from operating activities.
Cash flows from operating activities were $192 million, $194 million and $105
million for fiscal 1994, 1993 and 1992, respectively. Fiscal 1994 reflected
higher earnings and non-cash charges which were more than offset by reduced
growth in current liabilities when compared to the prior year. The significant
increase for fiscal 1993 principally reflected the Company's expansion of
outsourcing activities, where non-cash charges are a larger portion of the total
expenses than in the Company's other lines of business.
Net cash used in investing activities was $310 million, $130 million and
$323 million for fiscal 1994, 1993 and 1992, respectively. Fiscal 1994
investments included $119 million for capital expenditures and $114 million for
a major outsourcing contract. Capital expenditures increased from $95 million
and $53 million for fiscal 1993 and 1992, respectively. The increase was
principally the result of growth in the Company's outsourcing business. Fiscal
1994 investments also included $93 million for several business acquisitions.
The 1994 investing outflows were partially offset by liquidations of short-term
investments. The investment activity during fiscal 1992 included the purchase of
outsourcing assets for $184 million as part of the long-term agreement with
General Dynamics and expenditures of $132 million for several business
acquisitions.
Net cash provided by financing activities was $133 million for fiscal 1994.
Net cash used in financing activities was $68 million for 1993. Net cash
provided by financing activities was $260 million for fiscal 1992. During March
1994, the Company entered into an outsourcing contract for which a payment of
12
<PAGE>
$114 million was made subsequent to the fiscal year-end. The resulting liability
provides a source of cash in the Company's fiscal 1994 financing cash flows. The
use of cash for financing during 1993 was principally due to payments of $69
million on long-term debt. Fiscal 1992 cash from financing included the $250
million borrowing on the three-year bank credit agreement. The proceeds were
applied to the purchase of outsourcing assets and several acquisitions.
FINANCIAL CONDITION
The balance of cash, cash equivalents and short-term investments was $127
million at April 1, 1994, $155 million at April 2, 1993 and $130 million at
April 3, 1992. For fiscal 1994, equity growth, mainly through retained earnings,
in excess of additional borrowings enabled the Company to again strengthen its
financial position, finishing the year with a ratio of debt to total
capitalization of 29%.
During fiscal 1993, repayment of $77 million of interest-bearing debt, along
with equity growth, enabled the Company to achieve an end-of-year ratio of debt
to total capitalization of 31%, a significant improvement from the April 3, 1992
ratio of 39%.
13
<PAGE>
BUSINESS
The Company was founded in 1959 and is among the world leaders in the IT
industry, providing consulting, systems integration and outsourcing services to
industry and government.
BACKGROUND AND STRATEGY
For more than three decades, the Company has provided IT services to the
United States federal government, ranging from traditional systems integration
and outsourcing to advanced technical undertakings and complex project
management. The Company is one of the largest IT services contractors with the
federal government, based on revenues.
In 1986, the Company made a strategic decision to reduce its dependence on
federal contracts, which then accounted for 70% of its total revenues, by
focusing on the development of its commercial business (which includes state and
local governments), both in domestic and international markets. While federal
contracts have provided a dependable source of revenue and earnings and are
expected to provide growth, the Company believes that the majority of its future
growth will occur in the commercial markets. Demand for CSC's services has been
increasing more rapidly in the commercial markets than in the federal market as
customers seek sophisticated methods to focus on their core businesses and
achieve efficiencies and cost savings. The Company believes that its technology
and systems expertise and large project management skills, gained through years
of experience in providing IT services to the federal government, position it to
compete effectively in U.S. and international commercial markets.
The Company has increased its penetration of the commercial markets and
diversified its businesses through internal growth and acquisitions, while
maintaining its strong position in the federal market (which contributed 46% of
revenue in the first six months of fiscal 1995). As a result, the Company
expects that revenue from commercial markets will continue to increase as a
percentage of the total revenue of the Company.
A significant portion of CSC's commercial revenue growth has come from its
consulting business, which grew at an annual rate in excess of 25% for each of
the three fiscal years after fiscal 1991. The Consulting Group is largely
comprised of businesses acquired since 1986: Consulting & Systems Integration
(formerly CSC Partners) (1986), CSC Index (1988), Cleveland Consulting
Associates (1989) and Communications Industry Services (formerly CSC Intelicom)
(1991). These companies now form the core of the Consulting Group, as discussed
below.
Outsourcing has been a key source of recent growth in CSC's commercial
business. Since the beginning of calendar 1994, CSC has entered into commercial
outsourcing contracts with U.S. and international companies that CSC estimates
will generate over $3.5 billion in revenue over their terms, including renewal
options. The Company expects to continue to seek new contracts with major
domestic and international corporations, targeting primarily Fortune 500
companies in the United States and Financial Times 500 companies in Europe.
The Company has also experienced significant growth in its international
business, from approximately 2% of the Company's revenue in fiscal 1986 to
approximately 20% of the Company's revenue in the first six months of fiscal
1995. Recent acquisitions in the international market include: CSC Australia, by
which the Company established a presence in the Pacific Rim; Ploenzke, Germany's
largest independent computer services firm; and Ouroumoff Consultants, a
management consulting firm in France.
Although the Company has experienced strong growth in revenues over the last
five years, no assurances can be given as to the future growth of the Company or
how effectively such growth will be managed by the Company.
14
<PAGE>
COMPETITIVE STRENGTHS
CSC believes that the following key attributes strengthen the Company's
competitive position and have enabled it to maintain its strong presence in the
federal market and to grow its commercial business:
- TECHNOLOGY LEADERSHIP -- As a technology leader since 1959, the Company is
known for its ability to deliver creative solutions to complex problems by
utilizing the most current technology available. The Company's position in
the federal market has resulted in cross-fertilization of technology into
the commercial marketplace. Its technical specialties cover a broad range
of emerging technologies such as computer-aided acquisitions and logistics
support, massively parallel processing, data security, rapid system
development techniques and client/server applications.
- PREEMINENCE IN BUSINESS REENGINEERING -- With nearly a decade of
experience, the Company, through CSC Index, is at the forefront of
business reengineering. The Company believes reengineering is one of the
fastest growing IT sectors. Reengineering consulting has often led to
follow-on opportunities in its other businesses, especially systems
integration and outsourcing.
- EXTENSIVE PROJECT MANAGEMENT EXPERIENCE -- The Company's extensive
experience with large and complex federal and commercial contracts has
contributed to its reputation for excellence in project management. The
Company believes its proven ability to manage these contracts, which
require executing a vast array of tasks and applying multiple
methodologies simultaneously, strongly positions CSC to capitalize on the
future growth in outsourcing, both in the U.S. and abroad.
- VENDOR NEUTRALITY -- The Company does not manufacture any equipment and
generally does not market stand-alone packaged software products, enabling
it to integrate objectively the best products for its customers based on
their unique needs.
- FULL SPECTRUM OF IT SERVICES -- By providing a full spectrum of IT
services, the Company offers its customers "one-stop shopping", allowing
the tailoring of its offerings to customers' changing needs.
MARKETS
The Company offers a broad array of professional IT services to commercial
and federal, state and local government markets in the U.S. and internationally,
and specializes in the application of advanced and complex IT to achieve its
customers' strategic objectives. Industries served by CSC include aerospace,
banking, consumer financial services, distribution, healthcare, insurance,
manufacturing, retailing, telecommunications, transportation and utilities,
among others. CSC also provides systems integration and outsourcing services to
the U.S. federal market, which includes the Department of Defense, the National
Aeronautics and Space Administration ("NASA") and other civil agencies.
15
<PAGE>
The following table sets forth the Company's revenues by major market sector
for fiscal 1992, 1993 and 1994:
<TABLE>
<CAPTION>
PERCENT OF TOTAL
REVENUE BY MARKET REVENUE
---------------------- ---------------------
1992 1993 1994 1992 1993 1994
------ ------ ------ ----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. Commercial......................... $ 692 $ 990 $1,039 33% 40% 40%
International........................... 209 235 321 10 9 12
------ ------ ------ ----- ----- -----
Total Commercial(1)................... 901 1,225 1,360 43 49 52
------ ------ ------ ----- ----- -----
Department of Defense................... 620 676 715 29 27 28
NASA.................................... 268 261 222 13 11 9
Civil Agencies.......................... 324 318 286 15 13 11
------ ------ ------ ----- ----- -----
Total U.S. Federal.................... 1,212 1,255 1,223 57 51 48
------ ------ ------ ----- ----- -----
Total................................. $2,113 $2,480 $2,583 100% 100% 100%
------ ------ ------ ----- ----- -----
------ ------ ------ ----- ----- -----
<FN>
- ------------------------
(1) Includes state, local and foreign governments.
</TABLE>
ORGANIZATION
The Company serves its U.S. markets through four primary operating groups:
the CONSULTING GROUP offers management consulting, business reengineering and
systems integration services; the SYSTEMS GROUP is responsible for substantially
all business with the federal government; the TECHNOLOGY MANAGEMENT GROUP
provides a full range of outsourcing services; and the INDUSTRY SERVICES GROUP
provides systems operations and processing support and proprietary
industry-specific services.
Through its EUROPEAN GROUP, the Company operates in Belgium, France,
Germany, the Netherlands and the United Kingdom. In addition, the Company has
operations in the Pacific Rim through CSC AUSTRALIA, a leading systems
integration, outsourcing and software development company in Australia and New
Zealand. The Company provides substantially the same services to its
international customers that it provides to domestic customers. Certain of the
Company's U.S. groups have also developed business outside the U.S.
The Company's four U.S. groups and its international operations are
described below.
CONSULTING GROUP
The Company's Consulting Group was established in 1989 to strengthen CSC's
position in the commercial marketplace. Comprised largely of companies CSC has
acquired since 1986, the Consulting Group provides complementary capabilities
for the planning, development, implementation, integration (including business
reengineering) and management of information systems for the commercial markets.
The Consulting Group has experienced strong growth in revenues in recent years,
and International Data Corporation projects that U.S. industry revenue for IT
consulting will grow from $6.9 billion in 1993 to $13.8 billion in 1998, a CAGR
of 15%.
The Consulting Group consists of five operating units, as follows:
- CSC INDEX focuses on business strategy, business reengineering,
information technology and change management. CSC Index, a leader in
management consulting and business reengineering, has helped many of the
world's leading organizations in fundamentally redesigning operations to
achieve major improvements in cost, quality, service and efficiency.
- CONSULTING & SYSTEMS INTEGRATION provides systems integration and related
consulting services to a wide range of industries as well as state and
local governments. Specialized areas of expertise range from systems
development and information technology transformation to large-scale
systems integration and custom application development.
- COMMUNICATIONS INDUSTRY SERVICES provides software solutions and a broad
range of consulting services to clients in the telecommunications
industry. The unit is a leading independent
16
<PAGE>
supplier of specialized IT services to the telecommunications industry in
North America and has recently extended its services to wireless
industries in Europe, Latin America, Scandinavia and other regions. Its
capabilities include applications software that supports the complete
wireless communications market, including GSM, the new European standard
for digital cellular networks and a billing and administration system
being used by cellular phone carriers in Canada, Mexico and Sweden.
- RESEARCH AND ADVISORY SERVICES conducts ongoing research on subjects
including business strategy, business and technology trends, business
reengineering, organizational change, management of information
technology, the business implications of emerging technologies and
computer systems development, and offers executive development programs
for large organizations on these and other subjects.
- IT MANAGEMENT CONSULTING is an information technology consulting service
designed to help clients transform their information systems
organizations. The unit provides consulting service for commercial and
government organizations on the management and use of information
technology.
SYSTEMS GROUP
The Systems Group, which has primary responsibility for the Company's
federal government businesses, targets business opportunities which emphasize
large and complex IT systems. The Group delivers IT services to various military
and civil agencies of the United States federal government in support of defense
and national security, aerospace and other programs. The Company's largest
customers in the federal government are the Department of Defense and NASA. The
Company also supports many other civil agencies, such as the Federal Aviation
Administration, and the Departments of State, Treasury, Justice, Commerce,
Energy, Interior and Health and Human Services.
Despite prevailing pressure to reduce growth of the federal budget and
shifts in government spending from military programs to civil agencies, the
Company anticipates continued growth in its government business as all sectors
of government seek to increase efficiencies, because IT is crucial to achieving
that goal. As of December 30, 1994, CSC had bids pending or was considering
bidding during the remaining three months of fiscal 1995 on 21 federal contracts
with an estimated total revenue over their terms of approximately $635 million
($212 million of which relates to contracts for which the Company is the
incumbent contractor).
The following table sets forth the source, number and estimated revenue to
be generated over the terms of the federal contracts for IT services which the
Company has identified and expects to be open for bidding during the periods
indicated (including $1,046 million in CSC's fiscal 1996 and $1,003 million in
CSC's fiscal 1997 relating to contracts for which the Company is the incumbent
contractor):
<TABLE>
<CAPTION>
FISCAL 1996 FISCAL 1997
------------------- -------------------
NUMBER REVENUE NUMBER REVENUE
------ ---------- ------ ----------
(MILLIONS) (MILLIONS)
<S> <C> <C> <C> <C>
Civil Agencies............................... 33 $ 2,978 27 $2,082
NASA......................................... 12 827 3 184
Department of Defense........................ 72 5,889 25 3,988
--
------ ---------- ----------
Total.................................... 117 $ 9,694 55 $6,254
--
--
------ ---------- ----------
------ ---------- ----------
</TABLE>
CSC has won approximately 40% of the estimated dollar-value (total revenue
over their terms) of contracts on which it has submitted bids in the federal
market during the five fiscal years ended April 1, 1994. During fiscal 1994,
this percentage was approximately 66% (estimated $1.9 billion won by CSC out of
a total estimated $2.9 billion bid and awarded). Over the first six months of
fiscal 1995, this percentage was approximately 54% (estimated $1.3 billion won
by CSC out of a total estimated $2.4 billion bid and awarded). The Company does
not bid on every federal contract it identifies, and no assurance can be given
that the Company's future win rate will match its historical rates.
17
<PAGE>
Much of the Company's scientific and technological innovation and systems
expertise, some of which it has translated into its commercial IT activities,
can be attributed to the Systems Group. The Group has managed a number of
technologically advanced and complex projects, including design of high-speed
networks and mass storage systems for NASA's supercomputing centers, design of
telemetry for missile guidance systems for the Department of Defense, creation
of the first secure private data communications network for the Department of
the Treasury, and software system design for the United States' air traffic
control system.
TECHNOLOGY MANAGEMENT GROUP
The Technology Management Group engages in "outsourcing" the IT activities
of its domestic commercial customers. Outsourcing includes systems analysis,
applications development, network operations and data center management. The
outsourcing of all or a portion of a company's IT has become increasingly common
as companies have sought ways to manage IT expenses and gain competitive
advantage by having an IT specialist provide them with those services.
Outsourcing contracts often involve both fixed and variable price components
based on the number of transactions processed or the amount of computer
resources applied. Outsourcing arrangements can involve substantial up-front
expenditures by the IT services provider and tend to be long-term contracts. The
Company may purchase its customers' information processing equipment, hire the
customers' IT personnel and operate their facilities. International Data
Corporation estimated that, for 1993 through 1998, total U.S. outsourcing
revenues would grow from $6.5 billion to $11.8 billion, a CAGR of 13%.
In 1991, the Company signed outsourcing agreements with General Dynamics
Corporation to provide virtually all of the IT services required by General
Dynamics for an initial term of ten years (the "GD Program"). The GD Program
involved initial expenditures by the Company of approximately $180 million. The
Company believes that, at the time of signing, the contract was the largest in
the IT industry. Although General Dynamics has divested four businesses included
in the GD Program, the agreements provide for continuation by the successors
(Hughes Missiles Systems Co., Lockheed Fort Worth Company, Tracor, Inc. and
Martin Marietta Corporation) or a lump-sum payment to the Company in connection
with termination. All four successors independently elected to continue the
program with respect to such businesses.
The GD Program marked the Company's debut as a major provider of outsourcing
services in the commercial market and since then the Company has actively
pursued further outsourcing contracts. Recently, the Company has been awarded
the following commercial outsourcing contracts in the U.S., among others:
<TABLE>
<CAPTION>
DATE TERM REVENUE (1)
ANNOUNCED CUSTOMER (YEARS) (MILLIONS)
- ----- ------------------------- -------- -----------
<C> <S> <C> <C>
American Medical
7/94 Response................. 7 $ 55
10/94 MONY..................... 7 210
11/94 Scott Paper (2).......... 3 90
1/95 Polaroid................. 5 10
1/95 Hughes Aircraft (3)...... 8 1,500
Southern New England
1/95 Telephone (4)............ 7 200
-----------
Total.................... $2,065
-----------
-----------
<FN>
- ------------------------
(1) Revenue amounts are estimated over the indicated terms of the contracts.
(2) Term and revenue amount assume that all renewal options are exercised.
(3) See "Recent Developments" for a description of this agreement.
(4) A memorandum of understanding has been executed and a definitive agreement
is expected to be executed within the next few months.
</TABLE>
18
<PAGE>
In addition to the agreements described above, the Company has entered into
other significant outsourcing agreements with companies outside the U.S. See
"International Operations".
INDUSTRY SERVICES GROUP
The Industry Services Group provides systems operations, processing support
and industry-specific services to private commercial enterprises, principally in
the consumer financial services, insurance and healthcare industries. The
group's operations include:
- CSC CREDIT SERVICES provides consumer credit reports, account-management
services and debt collection services to lenders and the federal
government on a nationwide basis. The Company has an option to put its
consumer credit reporting and collection businesses to Equifax Credit
Information Services, Inc., a subsidiary of Equifax Inc. ("Equifax"), with
which the Company has an agreement regarding certain credit reporting
assets and functions. According to the terms of the option, the price as
determined by the method therein defined was approximately $420 million as
of April 1, 1994 and in excess of $438 million as of September 30, 1994.
If the Company does not renew the agreement with Equifax or does not
exercise such option, or if there is a change in control of the Company,
Equifax has the option to purchase the same businesses at the same price
as the price under the Company's put option. The Company believes, based
on its investigation of Equifax, that Equifax is capable of consummating
such transaction.
- CSC LOGIC provides insurance companies and financial institutions with
services for administering life and disability insurance for credit loans
and mortgages, collateral protection insurance, and warranty insurance,
and provides processing and asset management services.
- CSC HEALTHCARE SYSTEMS serves health maintenance organizations ("HMOs"),
preferred provider organizations, clinics and physician groups, as well as
third-party claims administrators and traditional indemnity carriers.
INTERNATIONAL OPERATIONS
The Company provides substantially the same services to its international
customers that it provides to its domestic customers. International operations
have expanded significantly in the last five years, both through internal growth
and acquisitions, and certain of the Company's U.S. groups have developed
business outside the U.S. For fiscal 1990, international revenue totaled $147
million, compared with $321 million in fiscal 1994, a CAGR of 22%. In fiscal
1995, international revenues are expected to exceed $500 million.
The Company expects Europe and the Pacific Rim to be important growth
markets, particularly as outsourcing becomes more widespread, as has been the
trend in the U.S. CSC has positioned itself to participate in this growth
through strategic acquisitions and by winning substantial outsourcing contracts
in Europe and Australia over the past few years. According to a 1994 study by
INPUT, an industry research firm, Europe's outsourcing and systems integration
markets are forecast to grow annually 21% and 19%, respectively, over the period
from 1993 to 1998. In the Pacific Rim, INPUT predicts that both the outsourcing
and systems integration markets will grow annually at 17% over the same time
period.
EUROPEAN GROUP
The European Group serves more than 120 government and commercial clients in
five countries -- Belgium, France, Germany, the Netherlands and the United
Kingdom. It operates in most major sectors of commercial activity, notably
financial services, retail, manufacturing, utilities, telecommunications,
insurance and transportation, as well as the public sector, including national
and international governmental agencies and ministries of defense.
19
<PAGE>
Since the beginning of 1993, the European Group has become a significant
competitor in Europe's outsourcing market. The group's outsourcing wins are
highlighted by the contract with British Aerospace to provide a substantial
portion of its IT requirements. The group has been awarded the following
contracts in Europe, among others:
<TABLE>
<CAPTION>
DATE REVENUE (1)
ANNOUNCED CUSTOMER TERM (MILLIONS)
- ----- ------------------------- -------- -----------
<C> <S> <C> <C>
2/93 British home Stores...... 11 $ 175
11/93 RAET..................... 5 90
1/94 Ford of Europe........... 5 100
3/94 British Aerospace........ 10 1,500
1/95 Autoglass................ 10 50
1/95 ICI Paints............... 5 60
-----------
Total.................... $1,975
-----------
-----------
<FN>
- ------------------------
(1) Revenue amounts are estimated over the indicated terms of the contracts.
</TABLE>
In late 1994, CSC acquired Ouroumoff Consultants, a French firm which
specializes in business process reengineering, redesign, information technology
change management, logistics, quality management and marketing. It provides
these services throughout Europe in numerous industry sectors. With the
acquisition of Ouroumoff Consultants, CSC will be able to offer the full range
of information services, from business reengineering to systems integration and
operation, thereby improving its competitive position in France.
On January 2, 1995, CSC acquired a majority interest in Ploenzke, Germany's
largest independent computer services firm. Ploenzke had consolidated revenues
of $170 million in calendar 1993. The Company expects to acquire all of the
outstanding stock of Ploenzke within six years pursuant to reciprocal put and
call options. Ploenzke specializes in consulting, systems integration and custom
software development and serves both commercial clients, such as Siemens and
Deutsche Bank, and public sector clients that include the German federal railway
and postal service. Ploenzke's primary industry strengths include manufacturing,
financial services, energy and transportation.
CSC AUSTRALIA
CSC acquired CSC Australia (formerly Computer Sciences of Australia) in 1993
from Australian Mutual Provident Society ("AMP"). CSC Australia is the leading
outsourcing, systems integration and software company in Australia. It has
numerous contracts with government and commercial clients, principally in
Australia. A key goal for CSC Australia is to increase commercial business by
utilizing its consulting and outsourcing strengths to win new contracts in
Australia and throughout the Pacific Rim.
At the time of the acquisition, CSC Australia entered into a 10-year
outsourcing contract with AMP that the Company estimates will generate $300
million of revenue over its term. Under the outsourcing contract, CSC Australia
provides AMP with all of its IT processing resources and a significant
percentage of its software development activities. In addition, CSC Australia
operates AMP's data network, which links offices in Hong Kong, New Zealand, the
United Kingdom and Australia, and provides a wide range of information systems
and communications services.
COMPETITION
The Company experiences significant competition in the IT industry from
firms providing information systems and services, computer and hardware
manufacturers and current and potential customers who choose to provide their
own business information systems and services. In the commercial market, CSC
faces different competitors in: (a) management and business reengineering
consulting; (b) systems consulting and integration; and (c) outsourcing. CSC's
main competitors for management and business reengineering consulting
engagements are McKinsey & Co., Boston Consulting Group, Bain & Company and Booz
Allen Hamilton Inc. CSC primarily competes with Andersen Consulting, the
20
<PAGE>
major national accounting firms and Electronic Data Systems Corporation ("EDS")
in the systems consulting and integration business and with EDS and ISSC, a
subsidiary of International Business Machines, for outsourcing contracts. Among
federal government contractors providing IT services, primary competitors
include Planning Research Corporation, Science Applications International
Corporation, EDS, Loral, Boeing Computer Systems, Unisys, TRW, Northrop Grumman,
Dyncorp and C.D.S.I. Many of the Company's competitors in the federal government
and commercial markets are larger in size and have greater financial resources
than the Company.
21
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the U.S. Underwriters named below, and
each of such U.S. Underwriters, for whom Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated are acting as representatives, has severally
agreed to purchase from the Company, the respective number of shares of Common
Stock set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
U.S. UNDERWRITER COMMON STOCK
- ------------------------------------------------------- ---------------
<S> <C>
Goldman, Sachs & Co....................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................
---------------
Total........................................ 3,200,000
---------------
---------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.
The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus, and in part to certain securities dealers at such
price less a concession of $ per share. The U.S. Underwriters may allow, and
such dealers may reallow, a concession not in excess of $ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.
The Company has entered into an underwriting agreement (the "International
Underwriting Agreement") with the underwriters of the international offering
(the "International Underwriters") providing for the concurrent offer and sale
of 800,000 shares of Common Stock in an international offering outside the
United States. The offering price and aggregate underwriting discounts and
commissions per share for the two offerings are identical. The closing of the
offering made hereby is a condition to the closing of the international
offering, and vice versa. The representatives of the International Underwriters
are Goldman Sachs International and Merrill Lynch International Limited.
Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Common Stock, directly or indirectly, only in the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction
(the "United States") and to U.S. persons, which term shall mean, for purposes
of this paragraph: (a) any individual who is a resident of the United States or
(b) any corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed pursuant to the Agreement Between that, as
a part of the distribution of the shares offered as a part of the international
offering, and subject to certain exceptions, it will (i) not, directly or
indirectly, offer, sell or deliver shares of Common Stock (a) in the United
States or to any U.S. persons or (b) to any person who it believes intends to
reoffer, resell or deliver the shares in the United States or to any U.S.
persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.
22
<PAGE>
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.
The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 480,000
additional shares of Common Stock solely to cover over-allotments, if any. If
the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
3,200,000 shares of Common Stock offered. The Company has granted the
International Underwriters a similar option exercisable up to an aggregate of
120,000 additional shares of Common Stock.
The Company and its directors have agreed that during the period beginning
from the date of this Prospectus and continuing to and including the date 90
days after the date of the Prospectus, not to offer, sell, contract to sell or
otherwise dispose of any securities of the Company (other than pursuant to
employee stock option or matched asset plans existing, or on the conversion or
exchange of convertible or exchangeable securities outstanding, on the date of
this Prospectus) which are substantially similar to the shares of the Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Common Stock without the prior written
consent of the representatives, except for the shares of Common Stock offered in
connection with the concurrent U.S. and international offerings.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher, Los Angeles, California.
Certain legal matters in connection with this offering will be passed upon for
the Underwriters by Latham & Watkins, Los Angeles, California. Latham & Watkins
renders certain legal services to the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and its
consolidated subsidiaries as of April 1, 1994 and April 2, 1993 and for each of
the three years in the period ended April 1, 1994 incorporated by reference in
this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as indicated in their report with respect thereto in the Company's
Annual Report on Form 10-K for the year ended April 1, 1994, and have been so
incorporated by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
23
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
The Company........................................ 3
Recent Developments................................ 4
Use of Proceeds.................................... 4
Capitalization..................................... 5
Price Range of Common Stock and Dividends.......... 6
Selected Financial Information..................... 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 8
Business........................................... 14
Underwriting....................................... 22
Legal Matters...................................... 23
Experts............................................ 23
</TABLE>
4,000,000 SHARES
COMPUTER SCIENCES
CORPORATION
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
-----------
[LOGO]
-----------
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
REPRESENTATIVES OF THE UNDERWRITERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
[ALTERNATE PAGE]
SUBJECT TO COMPLETION, DATED JANUARY 13, 1995
4,000,000 SHARES
COMPUTER SCIENCES CORPORATION
[LOGO]
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
--------------
Of the 4,000,000 shares of Common Stock offered by the Company, 800,000
shares are being offered hereby in an international offering outside the United
States and 3,200,000 shares are being offered in a concurrent offering in the
United States. The initial public offering price and the aggregate underwriting
discount per share will be identical for both Offerings. See "Underwriting".
The Company's Common Stock is quoted on the New York Stock Exchange under
the symbol "CSC". The last reported sale price of the Common Stock on the New
York Stock Exchange on January 12, 1995 was $50.75 per share. See "Price Range
of Common Stock and Dividends".
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
-------------- ------------- -------------
<S> <C> <C> <C>
Per Share........................................... $ $ $
Total (3)........................................... $ $ $
<FN>
- --------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Company has granted the International Underwriters an option for 30
days to purchase up to an additional 120,000 shares of Common Stock at the
initial public offering price per share, less the underwriting discount,
solely to cover over-allotments. Additionally, the Company has granted the
U.S. Underwriters an option for 30 days to purchase up to an additional
480,000 shares of Common Stock at the initial public offering price per
share, less the underwriting discount, solely to cover over-allotments. If
such options are exercised in full, the total initial public offering
price, underwriting discount and proceeds to the Company will be $ ,
$ , and $ , respectively. See "Underwriting".
</TABLE>
--------------
The shares offered hereby are offered severally by the International
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that certificates for the shares will be ready for delivery in New York, New
York, on or about , 1995.
GOLDMAN SACHS INTERNATIONAL MERRILL LYNCH INTERNATIONAL
LIMITED
---------
The date of this Prospectus is , 1995.
<PAGE>
[Alternate Page]
CERTAIN UNITED STATES FEDERAL TAX
CONSEQUENCES TO NON-UNITED STATES HOLDERS
The following is a discussion of certain anticipated United States federal
income and estate tax consequences of the ownership and disposition of the
Common Stock applicable to Non-United States Holders of such Common Stock. For
purposes of this discussion, a "Non-United States Holder" is any corporation,
individual, partnership, estate or trust that is, as to the United States, a
foreign corporation, a non-resident alien individual, a foreign partnership or a
foreign estate or trust as such terms are defined in the United States Internal
Revenue Code of 1986, as amended (the "Code"). This discussion does not deal
with all aspects of United States income and estate taxation, does not consider
specific facts and circumstances that may be relevant to a particular Non-United
States Holder's tax position, and does not address foreign, state and local tax
consequences that may be relevant to Non-United States Holders. Furthermore, the
following discussion is based on current provisions of the Code, the regulations
promulgated thereunder, and administrative and judicial interpretations as of
the date hereof, all of which are subject to change possibly with retroactive
effect. Prospective Non-United States Holders are urged to consult their tax
advisors regarding the United States (federal, state and local) and foreign
income and other tax consequences of the ownership and disposition of Common
Stock.
DIVIDENDS
Dividends paid to a Non-United States Holder will be subject to withholding
of United States federal income tax at a 30 percent rate or such lower rate as
may be specified by an applicable income tax treaty unless, generally, either
(i) the dividends are effectively connected with the conduct of a trade or
business by the Non-United States Holder within the United States and the
Non-United States Holder properly files United States Internal Revenue Service
Form 4224 (or such other applicable form that may be required by the Internal
Revenue Service) with the Company or its dividend paying agent or (ii) if a tax
treaty applies, the dividends are attributable to a United States permanent
establishment maintained by the Non-United States Holder. If the dividends are
either effectively connected with such a U.S. trade or business or attributable
to such a United States permanent establishment, the dividends will be subject
to United States federal income tax (on a net income basis) at the same
graduated rates applicable to U.S. persons. In the case of a Non-United States
Holder that is a corporation, such effectively connected income may also be
subject to the branch profits tax (which is generally imposed at a 30 percent
rate (or lower treaty rate) on repatriated effectively connected earnings and
profits).
Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above and, under the current
interpretation of United States Treasury regulations, for purposes of
determining the applicability of a tax treaty rate. However, under proposed
United States Treasury regulations, a Non-United States Holder of Common Stock
who wishes to claim the benefit of an applicable treaty rate would be required
to satisfy applicable certification and other requirements. A Non-United States
Holder of Common Stock eligible for a reduced rate of United States withholding
tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld
by filing an appropriate claim for refund with the Internal Revenue Service
within the time period applicable to such claims.
DISPOSITION OF COMMON STOCK
A Non-United States Holder generally will not be subject to United States
federal income tax on any gain realized upon the sale or other disposition of
his or her Common Stock unless (i) such gain is effectively connected with a
United States trade or business of the Non-United States Holder or, if a tax
treaty applies, is attributable to a United States permanent establishment
maintained by the Non-United States Holder, (ii) the Non-United States Holder is
an individual who has a tax home in the United States or has an office or other
fixed place of business in the Unites States to which the gain is attributable
and is present in the United States for a period or periods aggregating 183 days
or more during the taxable year in which such disposition occurs and certain
other conditions are met, (iii) the Non-United States Holder is an individual
who is a former citizen of the United States whose loss of citizenship within
the preceding
22
<PAGE>
[ALTERNATE PAGE]
ten-year period had as one of its principal purposes the avoidance of United
States tax, or (iv) the Company is, or has been at any time during the five-year
period preceding the disposition, a "United States real property holding
corporation" for United States federal income tax purposes and the Non-United
States Holder disposing of the Common Stock directly or indirectly owned more
than five percent of the value of the Common Stock at any time during such
five-year period. A corporation is generally a "United States real property
holding corporation" if the fair market value of its United States real property
interests equals or exceeds 50 percent of the sum of the fair market value of
its worldwide real property interest plus its other assets used or held for use
in a trade or business. The Company believes it is not currently a United States
real property holding corporation for United States federal income tax purposes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
The Company must report annually to the Internal Revenue Service and to each
Non-United States Holder the amounts of dividends paid and tax withheld with
respect to shares of Common Stock held by such holder. These information
reporting requirements apply regardless of whether withholding was reduced or
eliminated by an applicable tax treaty. This information may also be made
available to the tax authorities of the country in which the Non-United States
Holder resides. United States backup withholding tax (imposed at a rate of 31
percent on dividends paid to certain holders that fail to provide in the
required manner certain identifying information, such as the holder's name,
address and taxpayer identification number, or under certain other
circumstances) generally does not apply to dividends that are subject to United
States withholding tax at the 30 percent statutory rate or at a reduced tax
treaty rate, dividends that are effectively connected with a United States trade
or business of the Non-United States Holder, or dividends paid to a Non-United
States Holder at an address outside the Unites States or otherwise to a
Non-United States Holder who is an "exempt recipient" (such as a corporation).
If a Non-United States Holder sells shares of Common Stock through a United
States office of a broker, the broker is required to file an information return
and is required to apply backup withholding unless the Non-United States Holder
is an exempt recipient or has provided the broker with the information and
statements, under penalties of perjury, necessary to establish an exemption from
backup withholding. Under existing regulations, if payment of the proceeds of
the sale of a share of Common Stock by a Non-United States Holder is made to or
through the foreign office of a broker, the broker will not be required to apply
backup withholding (provided, if certain proposed regulations are adopted, that
the foreign office "effects" the sale at that office) or, except as provided in
the next sentence, to file information returns. If, however, the broker is a
United States person, a controlled foreign corporation for United States tax
purposes, or a foreign person 50 percent or more of whose gross income for the
three-year period ending with the close of the taxable year preceding the year
of payment (or for the part of that period that the broker has been in
existence) is effectively connected with the conduct of a trade or business in
the United States, under the existing regulations information reporting is
required unless that broker has documentary evidence in its files that the payee
is not a United States person and certain other conditions are met (and, if
certain proposed regulations are adopted, the foreign office "effects" the sale
at such office), or the payee otherwise establishes an exemption. The backup
withholding and information reporting rules are under review by the Internal
Revenue Service, and their application to the Common Stock could be changed by
future regulations.
ESTATE TAX
Common Stock owned, or treated as owned, by a nonresident alien individual
at the time of his death will be included in such holder's gross estate for
United States federal income tax purposes and thus will be subject to United
States federal estate tax, unless an applicable estate tax treaty provides
otherwise.
23
<PAGE>
[Alternate Page]
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the International Underwriters named
below, and each of such International Underwriters, for whom Goldman Sachs
International and Merrill Lynch International Limited are acting as
representatives, has severally agreed to purchase from the Company, the
respective number of shares of Common Stock set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
INTERNATIONAL UNDERWRITER COMMON STOCK
- ------------------------------------------------------------------------------------- ---------------
<S> <C>
Goldman Sachs International..........................................................
Merrill Lynch International Limited..................................................
---------------
Total............................................................................ 800,000
---------------
---------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.
The International Underwriters propose to offer the shares of Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus, and in part to certain securities dealers at
such price less a concession of $ per share. The International Underwriters
may allow, and such dealers may reallow, a concession not in excess of $ per
share to certain brokers and dealers. After the shares of Common Stock are
released for sale to the public, the offering price and other selling terms may
from time to time be varied by the representatives.
The Company has entered into an underwriting agreement (the "U.S.
Underwriting Agreement") with the underwriters of the U.S. offering (the "U.S.
Underwriters") providing for the concurrent offer and sale of 3,200,000 shares
of Common Stock in a U.S. offering in the United States. The offering price and
aggregate underwriting discounts and commissions per share for the two offerings
are identical. The closing of the offering made hereby is a condition to the
closing of the U.S. offering, and vice versa. The representatives of the U.S.
Underwriters are Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters has agreed that, as a part of the distribution of the shares
offered hereby and subject to certain exceptions, it will offer, sell or deliver
the shares of Common Stock, directly or indirectly, only in the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the "United
States") and to U.S. persons, which term shall mean, for purposes of this
paragraph: (a) any individual who is a resident of the United States or (b) any
corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters named herein has agreed pursuant to the Agreement
Between that, as a part of the distribution of the shares offered as a part of
the international offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Common Stock (a) in the
United States or to any U.S. persons or (b) to any person who it believes
intends to reoffer, resell or deliver the shares in the United States or to any
U.S. persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.
24
<PAGE>
[ALTERNATE PAGE]
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.
The Company has granted the International Underwriters an option exercisable
for 30 days after the date of this Prospectus to purchase up to an aggregate of
120,000 additional shares of Common Stock solely to cover over-allotments, if
any. If the International Underwriters exercise their over-allotment option, the
International Underwriters have severally agreed, subject to certain conditions,
to purchase approximately the same percentage thereof that the number of shares
to be purchased by each of them, as shown in the foregoing table, bears to the
800,000 shares of Common Stock offered. The Company has granted the U.S.
Underwriters a similar option exercisable up to an aggregate of 480,000
additional shares of Common Stock.
The Company and its directors have agreed that during the period beginning
from the date of this Prospectus and continuing to and including the date 90
days after the date of the Prospectus, not to offer, sell, contract to sell or
otherwise dispose of any securities of the Company (other than pursuant to
employee stock option or matched asset plans existing, or on the conversion or
exchange of convertible or exchangeable securities outstanding, on the date of
this Prospectus) which are substantially similar to the shares of the Common
Stock or which are convertible or exchangeable into securities which are
substantially similar to the shares of Common Stock without the prior written
consent of the representatives, except for the shares of Common Stock offered in
connection with the concurrent U.S. and international offerings.
Each International Underwriter has also agreed that (a) it has not offered
or sold, and will not offer or sell, in the United Kingdom, by means of any
document, any shares of Common Stock other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as principal or
agent, or in circumstances which do not constitute an offer to the public within
the meaning of the Companies Act of 1985 of Great Britain, (b) it has complied,
and will comply with, all applicable provisions of the Financial Services Act of
1986 of Great Britain with respect to anything done by it in relation to the
shares at Common Stock in, from or otherwise involving the United Kingdom, and
(c) it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
shares of Common Stock to a person who is of a kind described in Article 9(3) of
the Financial Services Act of 1986 (Investment Advertisements) (Exemptions)
Order 1988 (as amended) of Great Britain or is a person to whom the document may
otherwise lawfully be issued or passed on.
Buyers of shares of Common Stock offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practice of the country
of purchase in addition to the initial public offering price.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act.
25
<PAGE>
[ALTERNATE PAGE]
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher, Los Angeles, California.
Certain legal matters in connection with this offering will be passed upon for
the Underwriters by Latham & Watkins, Los Angeles, California. Latham & Watkins
renders certain legal services to the Company.
EXPERTS
The consolidated financial statements and schedules of the Company and its
consolidated subsidiaries as of April 1, 1994 and April 2, 1993 and for each of
the three years in the period ended April 1, 1994 incorporated by reference in
this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as indicated in their report with respect thereto in the Company's
Annual Report on Form 10-K for the year ended April 1, 1994, and have been so
incorporated by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
26
<PAGE>
[ALTERNATE PAGE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.............................. 2
Incorporation of Certain Documents by Reference.... 2
The Company........................................ 3
Recent Developments................................ 4
Use of Proceeds.................................... 4
Capitalization..................................... 5
Price Range of Common Stock and Dividends.......... 6
Selected Financial Information..................... 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 8
Business........................................... 14
Certain United States Federal Tax Consequences To
Non-United States Holders......................... 22
Underwriting....................................... 24
Legal Matters...................................... 26
Experts............................................ 26
</TABLE>
4,000,000 SHARES
COMPUTER SCIENCES
CORPORATION
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
-----------
[LOGO]
-----------
GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATIONAL LIMITED
REPRESENTATIVES OF THE UNDERWRITERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be paid by the Company.
<TABLE>
<S> <C>
SEC registration fee............................................. $ 78,022
NASD fee......................................................... 23,100
NYSE application fee............................................. 46,400
PSE application fee.............................................. 7,500
Transfer agent fees*............................................. 2,000
Printing and engraving expenses*................................. 35,000
Legal fees and expenses*......................................... 50,000
Accounting fees and expenses*.................................... 35,000
Blue sky fees and expenses*...................................... 5,000
Miscellaneous*................................................... 4,978
---------
$ 287,000
---------
---------
<FN>
- ------------------------
*Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes (the "NRS") as currently in
effect empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with the action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, no indemnification may be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was entitled to indemnity for such expenses which the court
shall deem proper. Section 78.751 further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any claim, issue or
matter therein, he must be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
The Bylaws of the Registrant (the "Bylaws") provide the Registrant with
powers of indemnification which are substantially identical to those powers set
forth in Section 78.751 of the NRS.
There is a directors' and officers' liability insurance policy which is
presently outstanding insuring the directors and officers of the Registrant. The
policy expires on December 7, 1995 and provides for individual and aggregate
deductibles and an overall aggregate limit of $30 million.
The Company has also entered into indemnification agreements with its
directors and certain of its officers that require the Company to pay on behalf
of each such director and officer any amount that such director or officer
becomes legally obligated to pay because of any claim or claims made against him
or her as a result of any act or omission or neglect or breach of duty,
including any actual or alleged error or misstatement or misleading statement,
which he or she commits or suffers while acting in his or her capacity as a
director or officer of the Company or while serving at the Company's request as
a director or officer of another entity. Under such agreements, the Company is
not liable to pay such
II-1
<PAGE>
directors and officers for any claims (1) to the extent actually paid under
other insurance, tendered to and accepted by an insurer prior to the
effectiveness of such director's or officer's indemnification agreement, (3) for
which such director or officer has other indemnification, (4) based on an
improper and illegal personal benefit to such director or officer, (5) for
violations of Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (6) resulting in whole or in part from the dishonesty of
such director or officer. The indemnification agreements require the Company to
make prompt payment of investigation and defense costs and expenses in advance
of the final disposition of the matter, upon the receipt of a written
undertaking by or on behalf of such director or officer to repay any such
amounts if it is determined that such director or officer is not entitled to
indemnification under the agreement. However, such advance payment shall not be
made if it is determined that it is more likely than not that it will ultimately
be determined that such director or officer is not entitled to indemnification
under the agreement.
ITEM 16. EXHIBITS
The Exhibit Index is attached hereto on page II-5.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered thereby and the offerings of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matters has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on this 12th day of
January, 1995.
COMPUTER SCIENCES CORPORATION
Registrant
By: /s/ William R. Hoover
--------------------------------------
William R. Hoover
Chairman of the Board,
Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leon J. Level and Hayward D. Fisk and each or
either of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Dated: January 12, 1995 By: /s/ William R. Hoover
------------------------------------
William R. Hoover
Chairman of the Board,
Chief Executive Officer and Director
Dated: January 12, 1995 By: /s/ Van B. Honeycutt
------------------------------------
Van B. Honeycutt
President, Chief Operating Officer
and Director
Dated: January 12, 1995 By: /s/ Leon J. Level
------------------------------------
Leon J. Level
Vice President, Chief Financial
Officer
and Director
Dated: January 12, 1995 By: /s/ Denis M. Crane
------------------------------------
Denis M. Crane
Vice President and Controller
Dated: January 12, 1995 By: /s/ Howard P. Allen
------------------------------------
Howard P. Allen, Director
II-3
<PAGE>
Dated: January 12, 1995 By: /s/ Irving W. Bailey, III
------------------------------------
Irving W. Bailey, III, Director
Dated: January 12, 1995 By: /s/ Richard C. Lawton
------------------------------------
Richard C. Lawton, Director
Dated: January 12, 1995 By: /s/ F. Warren McFarlan
------------------------------------
F. Warren McFarlan, Director
Dated: January 12, 1995 By: /s/ James R. Mellor
------------------------------------
James R. Mellor, Director
Dated: January 12, 1995 By: /s/ Alvin E. Nashman
------------------------------------
Alvin E. Nashman, Director
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ----------- ----------------------------------------------------------------------------------------- -----------------
<C> <S> <C>
1.1 Form of Underwriting Agreement with U.S. Underwriters....................................
1.2 Form of Underwriting Agreement with International Underwriters...........................
4.1 Form of Common Stock Certificate.........................................................
4.2 Restated Rights Agreement dated as of December 21, 1988, as amended December 6, 1993
(1).....................................................................................
5.1 Opinion and consent of Gibson, Dunn & Crutcher...........................................
23.1 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1)............................
23.2 Consent of Deloitte & Touche LLP, independent auditors...................................
24.1 Power of Attorney (on Signature page)....................................................
<FN>
- ------------------------
(1) Incorporated herein by reference from the Company's Form 10-K for the year
ended April 1, 1994, File No. 1-4850.
</TABLE>
II-5
<PAGE>
Exhibit 1.1
Computer Sciences Corporation
Common Stock
($1.00 par value per share)
---------------------
Underwriting Agreement
(U.S. Version)
---------------------
______________, 1995
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman, Sachs & Co.
333 South Grand Avenue, Suite 1900
Los Angeles, California 90071
Ladies and Gentlemen:
Computer Sciences Corporation, a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of [3,200,000] shares (the "Firm Shares") and, at the election of the
Underwriters, up to [480,000] additional shares (the "Optional Shares") of
Common Stock, $1.00 par value per share ("Stock"), of the Company (the Firm
Shares and the Optional Shares that the Underwriters elect to purchase pursuant
to Section 2 hereof being collectively called the "Shares").
It is understood and agreed by all parties that the Company is concurrently
entering into an agreement (the "International Underwriting Agreement")
providing for the sale by the Company of up to a total of [920,000] shares of
Stock (the "International Shares"), including the overallotment option
thereunder, through arrangements with certain underwriters outside the United
States (the "International Underwriters"), for whom Goldman Sachs International
and Merrill Lynch International Limited are acting as lead managers. Anything
herein or therein to the contrary notwithstanding, the respective closings under
this Agreement and the International Agreement are hereby expressly made
conditional on one another. The Underwriters hereunder and the International
Underwriters are simultaneously entering into an Agreement between U.S. and
International Underwriting Syndicates (the "Agreement between Syndicates") which
provides, among other things, for the transfer of shares of Stock between the
two syndicates. Two forms of prospectus are to be used in connection with the
offering and sale of shares of Stock contemplated by the foregoing, one relating
to the Shares hereunder and the other relating to the International Shares. The
latter form of prospectus will be identical to the former except for certain
substitute pages as included in the registration statement and amendments
thereto as mentioned below. Except as used in Sections 2, 3, 4, 9 and 11 herein,
<PAGE>
and except as the context may otherwise require, references hereinafter to the
Shares shall include all the shares of Stock which may be sold pursuant to
either this Agreement or the International Underwriting Agreement, and
references herein to any prospectus whether in preliminary or final form, and
whether as amended or supplemented, shall include both the U.S. and the
international versions thereof.
1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No. 33-____) in
respect of the Shares has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any
post-effective amendment thereto, each in the form heretofore delivered to
you, and, excluding exhibits thereto but including all documents
incorporated by reference in the prospectus contained therein, to you for
each of the other Underwriters, have been declared effective by the
Commission in such form; no other document with respect to such
registration statement or document incorporated by reference therein has
heretofore been filed with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement or filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), is hereinafter called a "Preliminary Prospectus"; the
various parts of such registration statement, including all exhibits
thereto and including (i) the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the Act
in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A
under the Act to be part of the registration statement at the time it was
declared effective and (ii) the documents incorporated by reference in the
prospectus contained in the registration statement at the time such part of
the registration statement became effective, each as amended at the time
such part of the registration statement became effective, are hereinafter
collectively called the "Registration Statement"; such final prospectus, in
the form first filed pursuant to Rule 424(b) under the Act, is hereinafter
called the "Prospectus"; and any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the date of such Preliminary Prospectus or Prospectus,
as the case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; and any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the
Registration Statement);
(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the
2
<PAGE>
rules and regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein;
(c) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as
the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; PROVIDED, HOWEVER, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein;
(d) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; PROVIDED, HOWEVER, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use therein;
(e) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock or long-term
debt of the Company (except as disclosed in the Prospectus) or any of its
subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of
3
<PAGE>
operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus;
(f) The Company and its subsidiaries have good and marketable title
in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or
such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; and any real property and buildings held
under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of
such property and buildings by the Company and its subsidiaries;
(g) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Nevada,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns
or leases properties or conducts any business so as to require such
qualification, or is subject to no material liability or disability by
reason of the failure to be so qualified in any such jurisdiction; each
subsidiary of the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; each partnership for which the Company or
any of its subsidiaries is a partner has been duly and validly organized
and is validly existing as a partnership and in good standing under the
laws of its jurisdiction of formation;
(h) The Company has an authorized capitalization as set forth in
the Prospectus under the caption "Capitalization", and all of the issued
shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable and conform to
the description of the Stock incorporated by reference in the Registration
Statement; and all of the issued shares of capital stock of each subsidiary
of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and (except for directors' qualifying shares) are
owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;
(i) The Shares to be issued and sold by the Company to the
Underwriters hereunder and under the International Underwriting Agreement
have been duly and validly authorized and, when issued and delivered
against payment therefor as provided herein and in the International
Underwriting Agreement, will be duly and validly issued and fully paid and
non-assessable and will conform to the description of the Stock
incorporated by reference in the Registration Statement;
(j) The issue and sale of the Shares by the Company hereunder and
under the International Underwriting Agreement and the compliance by the
Company with all of the provisions of this Agreement and the International
Underwriting Agreement and the consummation of the transactions herein and
therein contemplated will not conflict
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with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Certificate of Incorporation or
By-laws of the Company or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their properties; and no
consent, approval, authorization, order, registration or qualification of
or with any such court or governmental agency or body is required for the
issue and sale of the Shares or the consummation by the Company of the
transactions contemplated by this Agreement and the International
Underwriting Agreement, except the registration under the Act of the Shares
and such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities or Blue
Sky laws in connection with the purchase and distribution of the Shares by
the Underwriters and the International Underwriters;
(k) Neither the Company nor any of its subsidiaries is in violation
of its Articles of Incorporation or By-laws or in default in the
performance or observance of any material obligation, agreement, covenant
or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or
by which it or any of its properties may be bound;
(l) The statements set forth in the Company's Registration
Statement on Form 10 under the caption ["Description of Capital Stock"],
which statements are incorporated by reference in the Registration
Statement, insofar as they purport to constitute a summary of the terms of
the Stock, and the statements set forth in the Prospectus under the caption
"Certain United States Federal Tax Consequences to Non-United States
Holders" and under the caption "Underwriting", insofar as they purport to
describe the provisions of the laws and documents referred to therein, are
accurate, complete and fair;
(m) Other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to which the Company
or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually or
in the aggregate have a material adverse effect on the current or future
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(n) The Company is not and, after giving effect to the offering and
sale of the Shares, will not be an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");
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(o) Neither the Company nor any of its affiliates does business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes;
(p) Deloitte & Touche LLP, who have audited certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;
(q) Each of the Company and its subsidiaries owns or possesses, or
possesses the right to use, all licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names presently employed by it in
connection with, and material to, the business now operated by the Company
and its subsidiaries, all as described in the Prospectus, and neither the
Company nor its subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any of the
foregoing which, singly or in the aggregate, may reasonably be expected to
result in any material adverse change in the earnings, assets, results of
operations or financial condition of the Company and its subsidiaries;
(r) Neither the Company nor any of its subsidiaries has, directly
or indirectly, paid or delivered any fee, commission or other sum of money
or item or property, however characterized, to any finder, agent,
government official or other party, in the United States or any other
country, which is in any manner related to the business, assets or
operations of Company or any of its subsidiaries, which is, or may be with
the passage of time or discovery, illegal under any federal, state or local
laws of the United States (including without limitation the U.S. Foreign
Corrupt Practices' Act) or any other country having jurisdiction; and
neither the Company nor any of its subsidiaries has participated, directly
or indirectly, in any boycotts or other similar practices affecting any of
its actual or potential customers and has at all times done business in an
open and ethical manner; and
(s) Each of the Company and its subsidiaries has all certificates,
consents, exemptions, orders, permits, licenses, authorizations, or other
approvals (each, an "Authorization") of and from, and has made all
declarations and filings with, all Federal, state, local and other
governmental authorities, all self-regulatory organizations and all courts
and other tribunals, necessary or required to own, lease, license and use
its properties and assets and to conduct its business in the manner
described in the Prospectus, except to the extent that the failure to
obtain or file would not, singly or in the aggregate, have a material
adverse effect on the current or future consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; (ii) all such Authorizations are valid and in full force and
effect, (iii) the Company and its subsidiaries are in compliance in all
material respects with the terms and conditions of all such Authorizations
and with the rules and regulations of the regulatory authorities and
governing bodies having jurisdiction with respect thereto, and (iv) neither
the Company nor any of its subsidiaries has received notice of any action,
proceeding, order, suspension, debarment, decree or other notification
currently in effect providing that the Company or any of its subsidiaries
is ineligible to contract with the Federal government (each, a "Notice of
Ineligibility"), and, to the best of the Company's
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knowledge, no Notice of Ineligibility has been threatened against the
Company or any of its subsidiaries.
2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $__________________, the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto and (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares as provided below, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the purchase price per share set
forth in clause (a) of this Section 2, that portion of the number of Optional
Shares as to which such election shall have been exercised (to be adjusted by
you so as to eliminate fractional shares) determined by multiplying such number
of Optional Shares by a fraction, the numerator of which is the maximum number
of Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at
their election up to [480,000] Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.
3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in
such names as Goldman, Sachs & Co. may request upon at least forty-eight
hours' prior notice to the Company, shall be delivered by or on behalf of
the Company to Goldman, Sachs & Co., through the facilities of the
Depository Trust Company ("DTC") for the account of such Underwriter,
against payment by or on behalf of such Underwriter of the purchase price
therefor by certified or official bank check or checks, payable to the
order of the Company in Los Angeles Clearing House (next day) funds. The
Company will cause the certificates representing the Shares to be made
available for checking and packaging at least twenty-four hours prior to
the Time of Delivery (as defined below) with respect thereto at the office
of DTC or its designated custodian (the "Designated Office"). The time and
date of such delivery and payment shall be, with respect to the Firm
Shares, 7:00 a.m., Pacific time, on ________________, 1995 or such other
time and date as Goldman, Sachs & Co. and the Company may agree upon in
writing, and, with respect to the Optional Shares, 7:00 a.m., Pacific time,
on the date specified by Goldman, Sachs & Co. in the written notice given
by Goldman, Sachs & Co. of the
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Underwriters' election to purchase such Optional Shares, or such other time
and date as Goldman, Sachs & Co. and the Company may agree upon in writing.
Such time and date for delivery of the Firm Shares is herein called the
"First Time of Delivery", such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the "Second
Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".
(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(k) hereof, will be delivered at the
offices of Latham & Watkins, 633 West Fifth Street, Los Angeles, California
90071 (the "Closing Location"), and the Shares will be delivered at the
Designated Office, all at such Time of Delivery. A meeting will be held at
the Closing Location at 1:00 p.m. Pacific time, on the New York Business
Day next preceding such Time of Delivery, at which meeting the final drafts
of the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. For the purposes of this
Section 4, "New York Business Day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier
time as may be required by Rule 430A(a)(3) under the Act; to make no
further amendment or any supplement to the Registration Statement or
Prospectus prior to the last Time of Delivery which shall be disapproved by
you promptly after reasonable notice thereof; to advise you, promptly after
it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed and
to furnish you with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of the Prospectus and for so
long as the delivery of a prospectus is required in connection with the
offering or sale of the Shares; to advise you, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Shares for
offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance
of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus or suspending any such qualification,
promptly to use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such
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jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Shares,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus in
such quantities as you may from time to time reasonably request, and, if
the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Shares and if at such time any
event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act
or the Exchange Act, to notify you and upon your request to file such
document and to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as you may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance, and in case any Underwriter is required to deliver a prospectus
in connection with sales of any of the Shares at any time nine months or
more after the time of issue of the Prospectus, upon your request but at
the expense of such Underwriter, to prepare and deliver to such Underwriter
as many copies as you may request of an amended or supplemented Prospectus
complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations thereunder (including, at the option of the Company,
Rule 158);
(e) During the period beginning from the date hereof and continuing
to and including the date 90 days after the date of the Prospectus, not to
offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder and under the International Underwriting Agreement, any
securities of the Company that are substantially similar to the Shares,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to employee stock
option or matched asset plans existing on, or upon the conversion or
exchange of convertible or exchangeable securities outstanding as of, the
date of this Agreement), without your prior written consent;
(f) During a period of five years from the Effective Date of the
Registration Statement to furnish to its stockholders as soon as
practicable after the end of each fiscal year an annual report (including a
balance sheet and statements of income,
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<PAGE>
stockholders' equity and cash flows of the Company and is consolidated
subsidiaries audited by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the effective
date of the Registration Statement), consolidated summary financial
information of the Company and its subsidiaries for such quarter in
reasonable detail;
(g) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to
deliver to you (i) as soon as they are available, copies of any reports and
financial statements furnished to or filed with the Commission or any
national securities exchange on which any class of securities of the
Company is listed; and (ii) such additional information concerning the
business and financial condition of the Company as you may from time to
time reasonably request (such financial statements to be on a consolidated
basis to the extent the accounts of the Company and its subsidiaries are
consolidated in reports furnished to its stockholders generally or to the
Commission); and
(h) To use the net proceeds received by it from the sale of the
Shares pursuant to this Agreement and the International Underwriting
Agreement in the manner specified in the Prospectus under the caption "Use
of Proceeds".
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the International Underwriting
Agreement, the Agreement between Syndicates, the Selling Agreement, the Blue Sky
Memorandum, closing documents (including compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey;
(iv) all fees and expenses in connection with listing the Shares on the New York
Stock Exchange; (v) the filing fees incident to, and the fees and disbursements
of counsel for the Underwriters in connection with, securing any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale
of the Shares; (vi) the cost of preparing stock certificates; (vii) the cost and
charges of any transfer agent or registrar; and (viii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, stock transfer taxes on resale of any of the Shares by them, and
any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all
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representations and warranties and other statements of the Company herein are,
at and as of such Time of Delivery, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to your reasonable satisfaction;
(b) Latham & Watkins, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated such Time of Delivery,
with respect to the matters covered in subsections (ii), (iv) and (vii) of
Section 7(c) below and in the paragraph following subsection (ix) of
subsection (c) below, as well as such other related matters as you may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;
(c) Gibson, Dunn & Crutcher, counsel for the Company, shall have
furnished to you their written opinion, dated such Time of Delivery, in
form and substance satisfactory to you, to the effect that:
i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Nevada with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
ii) The Shares have been duly and validly authorized and
issued by the Company and are fully paid and nonassessable; and the
Shares conform to the description of the Stock incorporated by
reference in the Registration Statement;
iii) To the best of such counsel's knowledge, there is no
legal or governmental proceeding pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is subject that is required to be disclosed
in the Prospectus, or in any document incorporated therein by
reference, pursuant to the Act or the Exchange Act that is not so
disclosed;
iv) This Agreement and the International Underwriting
Agreement have been duly authorized, executed and delivered by the
Company;
v) The issue and sale of the Shares being delivered at
such Time of Delivery by the Company and the compliance by the Company
with all of the provisions of this Agreement and the International
Underwriting Agreement and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a breach
or violation of any "material agreement" filed
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as an exhibit to or incorporated by reference in any of the documents
incorporated by reference in the Prospectus, nor will such action
result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order,
rule or regulation known to such counsel (except that such counsel
need express no opinion as to (x) state or foreign securities or
blue sky laws and regulations or (y) federal securities laws and
regulations other than as specifically set forth elsewhere in such
opinion) of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of
their properties;
vi) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Shares or the consummation by the Company of the transactions
contemplated by this Agreement and the International Underwriting
Agreement, except the registration under the Act of the Shares, and
such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities or
Blue Sky laws in connection with the purchase and distribution of the
Shares by the Underwriters and the International Underwriters;
vii) The statements set forth in the Company's Registration
Statement on Form 10 under the caption ["Description of Capital
Stock"], incorporated by reference in the Registration Statement,
insofar as they purport to constitute a summary of the terms of the
Stock, and the statements set forth in the Prospectus under the
caption "Certain United States Federal Tax Consequences to Non-United
States Holders" and under the caption "Underwriting", insofar as they
purport to describe the provisions of the laws and documents referred
to therein, are accurate, complete and fair;
viii) The Company is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in
the Investment Company Act; and
ix) the Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company prior
to such Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no
belief) comply as to form in all material respects with the
requirements of the Act and the rules and regulations thereunder
(although such counsel need not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except for those referred to
in the opinion in subsection (vii) of this Section 7(c)).
In addition, such counsel shall state that they have no reason to
believe that, as of its effective date, the Registration Statement or any
further amendment thereto made by the Company prior to such Time of
Delivery (other than the financial statements, notes thereto, financial
statement schedules, other financial data included therein or information
derived therefrom, as to which such counsel need express no belief)
contained an untrue statement of a material fact or omitted to state a
material fact
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required to be stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further amendment or
supplement thereto made by the Company prior to such Time of Delivery (other
than the financial statements, notes thereto, financial statement schedules,
other financial data included therein or information derived therefrom, as to
which such counsel need express no belief) contained an untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or that, as of such Time of Delivery, either the
Registration Statement or the Prospectus or any further amendment or supplement
thereto made by the Company prior to such Time of Delivery (other than the
financial statements, notes thereto, financial statement schedules, other
financial data included therein or information derived therefrom, as to which
such counsel need express no belief) contains an untrue statement of a material
fact or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction outside the United States.
(d) Hayward D. Fisk, General Counsel to the Company, shall have
furnished to you his written opinion, dated such Time of Delivery, in form
and substance satisfactory to you, to the effect that:
i) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such
qualification, or is subject to no material liability or disability by
reason of failure to be so qualified in any such jurisdiction (such
counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect of matters of
fact upon certificates of officers of the Company, provided that such
counsel shall state that he believes that both you and he are
justified in relying upon such opinions and certificates and provided
that copies of such opinions and certificates are provided to you);
ii) Each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation; all of the issued
and outstanding shares of capital stock of each such subsidiary have
been duly and validly authorized and issued, are fully paid and
non-assessable, and (except for directors' qualifying shares) are
owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims; each partnership for which
the Company or any of its subsidiaries is a partner has been duly and
validly organized and is validly existing as a partnership and in good
standing under the laws of its jurisdiction of formation; (such
counsel being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect to matters of
fact upon certificates of officers of the Company or its subsidiaries,
provided that such counsel shall state that he believes that both you
and he are justified in relying upon such opinions and certificates
and provided that copies of such opinions and certificates are
provided to you);
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iii) The Company has an authorized capitalization as set
forth in the Prospectus, and all of the issued and outstanding shares
of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and nonassessable;
iv) To the best of such counsel's knowledge and other than
as set forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is
a party or of which any property of the Company or any of its
subsidiaries is the subject which such counsel has reasonable cause to
believe would individually or in the aggregate have a material adverse
effect on the current or future consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental authorities
or threatened by others;
v) To the best of such counsel's knowledge, neither the
Company nor any of its subsidiaries has, directly or indirectly, paid
or delivered any fee, commission or other sum of money or item or
property, however characterized, to any finder, agent, government
official or other party, in the United States or any other country,
which is in any manner related to the business, assets or operations
of Company or any of its subsidiaries, which is, or may be with the
passage of time or discovery, illegal under any federal, state or
local laws of the United States (including without limitation the U.S.
Foreign Corrupt Practices' Act) or any other country having
jurisdiction, and, neither the Company nor any of its subsidiaries has
participated, directly or indirectly, in any boycotts or other similar
practices affecting any of its actual or potential customers and has
at all times done business in an open and ethical manner;
(vi) (A) Each of the Company and its subsidiaries has all
Authorizations of and from, and has made all declarations and filings
with, all Federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals,
necessary or required to own, lease, license and use its properties
and assets and to conduct its business in the manner described in the
Prospectus, except to the extent that the failure to obtain or file
would not, singly or in the aggregate, have a material adverse effect
on the current or future consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; (B) all such Authorizations are valid and in full force
and effect, (C) the Company and its subsidiaries are in compliance in
all material respects with the terms and conditions of all such
Authorizations and with the rules and regulations of the regulatory
authorities and governing bodies having jurisdiction with respect
thereto; and (D) neither the Company nor any of its subsidiaries has
received any Notice of Ineligibility, and, to the best of such
counsel's knowledge, no Notice of Ineligibility has been threatened
against the Company or any of its subsidiaries;
vii) Neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or in default
in the performance or
14
<PAGE>
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound;
viii) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion), when they became effective or were filed
with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder; and
ix) There is no amendment to the Registration
Statement required to be filed or any contracts or other documents of
a character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus or required to be described in the Registration Statement
or the Prospectus which are not filed or incorporated by reference or
described as required.
In addition, such counsel shall state that he has no reason to believe
that any of such documents, when such documents became effective or were so
filed, as the case may be, contained, in the case of a registration
statement which became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or, in
the case of other documents which were filed under the Exchange Act with
the Commission, an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such documents
were so filed, not misleading. Such counsel shall also state that he has
no reason to believe that, as of its effective date, the Registration
Statement or any further amendment thereto made by the Company prior to
such Time of Delivery (other than the financial statements, notes thereto,
financial statement schedules, other financial data included therein or
information derived therefrom, as to which such counsel need express no
belief) contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or that, as of its date, the
Prospectus or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery (other than the financial
statements, notes thereto, financial statement schedules, other financial
data included therein or information derived therefrom, as to which such
counsel need express no belief) contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that, as of such Time of Delivery, either the Registration
Statement or the Prospectus or any further amendment or supplement thereto
made by the Company prior to such Time of Delivery (other than the
financial statements, notes thereto, financial statement schedules, other
financial data included therein or information derived therefrom, as to
which such counsel need express no belief) contains an untrue statement of
a material fact or omits to state a
15
<PAGE>
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may state that he expresses no
opinion as to the laws of any jurisdiction outside the United States.
(e) On the date of the Prospectus at a time prior to the execution
of this Agreement, at 7:00 a.m., Pacific time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to
the date of this Agreement and also at each Time of Delivery, Deloitte &
Touche LLP shall have furnished to you a letter or letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to
you, to the effect set forth in Annex I hereto;
(f) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been
any change in the capital stock or long-term debt of the Company or any of
its subsidiaries or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus, the effect of which, in any such case described in clause (i)
or (ii), is in the judgment of the Representatives so material and adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such Time of
Delivery on the terms and in the manner contemplated in the Prospectus;
(g) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act, and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any of the Company's debt securities;
(h) On or after the date hereof there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in the Company's securities on the New York
Stock Exchange; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York or California State authorities; or
(iv) the outbreak or escalation of hostilities involving the United States
or the declaration by the United States of a national emergency or war, if
the effect of any such event specified in this clause (iv) in the judgment
of the Representatives makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares being delivered at
such Time of Delivery on the terms and in the manner contemplated in the
Prospectus;
16
<PAGE>
(i) The Shares to be sold at such Time of Delivery shall have been
duly listed on the New York Stock Exchange;
(j) The Company has obtained and delivered to the Underwriters
executed copies of an agreement from each director of the Company
substantially to the effect set forth in Subsection 5(e) hereof in form and
substance satisfactory to you; and
(k) The Company shall have furnished or caused to be furnished to
you at Time of Delivery certificates of officers of the Company
satisfactory to you as to the accuracy of the representations and
warranties of the Company herein at and as of such Time of Delivery, as to
the performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (f) of this Section and as to such other matters as
you may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; PROVIDED, HOWEVER,
that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter through Goldman, Sachs & Co. expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or
the Prospectus, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, the Registration
Statement or the Prospectus or any such amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by
such Underwriter through Goldman, Sachs & Co. expressly for use therein;
and will reimburse the Company for any legal or other
17
<PAGE>
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to
such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Shares.
If, however, the allocation provided by the immediately preceding sentence
is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Shares
purchased under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to
18
<PAGE>
the Shares purchased under this Agreement, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by PRO RATA allocation
(even if the Underwriters were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
the Company and to each person, if any, who controls the Company within the
meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other
parties to purchase such Shares on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange
for the purchase of such Shares, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In
the event that, within the respective prescribed periods, you notify the
Company that you have so arranged for the purchase of such Shares, or the
Company notifies you that it has so arranged for the purchase of such
Shares, you or the Company shall have the right to postpone such Time of
Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and
the Company agrees to file promptly any amendments to the Registration
Statement or the
19
<PAGE>
Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the
aggregate number of all the Shares to be purchased at such Time of
Delivery, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Shares which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro
rata share (based on the number of Shares which such Underwriter agreed to
purchase hereunder) of the Shares of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, or if
the Company shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to the
Second Time of Delivery, the obligations of the Underwriters to purchase
and of the Company to sell the Optional Shares) shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares
are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.
20
<PAGE>
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
21
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters (U.S. Version), the form of which shall be submitted to the Company
for examination upon request, but without warranty on your part as to the
authority of the signers thereof.
Very truly yours,
Computer Sciences Corporation
By:
------------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: Goldman, Sachs & Co., on
behalf of each of the Underwriters
By:
--------------------------------------
Name:
Title:
22
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Number of Optional
Shares to be
Total Number of Purchased if
Firm Shares Maximum Option
Underwriter to be Purchased Exercised
----------- --------------- ------------------
<S> <C> <C>
Goldman, Sachs & Co. . . . . . . . . . . .
Merrill Lynch, Pierce, Fenner
& Smith Incorporated. . . . . . . . .
Total. . . . . . . . . . . . . .
</TABLE>
23
<PAGE>
COMPUTER SCIENCES CORPORATION
COMMON STOCK
($1.00 PAR VALUE PER SHARE)
------------------------
(UNDERWRITING AGREEMENT
INTERNATIONAL VERSION)
---------------------
, 1995
Goldman Sachs International,
Merrill Lynch International Limited,
As representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs International,
Peterborough Court,
133 Fleet Street,
London EC4A 2BB, England.
Ladies and Gentlemen:
Computer Sciences Corporation, a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of [800,000] shares (the "Firm Shares") and, at the election of the
Underwriters, up to [120,000] additional shares (the "Optional Shares") of
Common Stock, $1.00 par value per share (the "Stock"), of the Company (the Firm
Shares and the Optional Shares which the Underwriters elect to purchase pursuant
to Section 2 hereof being collectively called the "Shares").
It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement, a copy of which is attached hereto (the
"U.S. Underwriting Agreement"), providing for the offering by the Company of up
to a total of [3,680,000] shares of Stock (the "U.S. Shares") including the
overallotment option thereunder through arrangements with certain underwriters
in the United States (the "U.S. Underwriters"), for whom Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as
representatives. Anything herein and therein to the contrary notwithstanding,
the respective closings under this Agreement and the U.S. Underwriting Agreement
are hereby expressly made conditional on one another. The Underwriters hereunder
and the U.S. Underwriters are simultaneously entering into an Agreement between
U.S. and International Underwriting Syndicates (the "Agreement between
Syndicates") which provides, among other things, for the transfer of shares of
Stock between the two syndicates and for consultation by the Lead Managers
hereunder with Goldman, Sachs & Co. prior to exercising the rights of the
Underwriters under Section 7 hereof. Two forms of prospectus are to be used in
connection with the offering and sale of shares of Stock contemplated by the
foregoing, one relating to the Shares hereunder and the other relating to the
U.S. Shares. The latter form of prospectus will be identical to the former
except for certain substitute pages as included in the registration statement
and amendments thereto as mentioned below. Except as used in Sections 2, 3, 4, 9
and 11 herein, and except as the context may otherwise require, references
hereinafter to the Shares shall include all of the shares of Stock which may be
sold pursuant to either this Agreement or the U.S. Underwriting Agreement, and
references herein to any prospectus whether in preliminary or final form, and
whether as amended or supplemented, shall include both of the U.S. and the
international versions thereof.
In addition, this Agreement incorporates by reference certain provisions
from the U.S. Underwriting Agreement (including the related definitions of
terms, which are also used elsewhere herein) and, for purposes of applying the
same, references (whether in these precise words or their equivalent) in the
incorporated provisions to the "Underwriters" shall be to the Underwriters
hereunder, to the "Shares" shall be to the Shares hereunder as just defined, to
"this Agreement" (meaning therein the U.S. Underwriting Agreement) shall be to
this Agreement (except where this Agreement is already referred to
<PAGE>
or as the context may otherwise require) and to the representatives of the
Underwriters or to Goldman, Sachs & Co. shall be to the addressees of this
Agreement and to Goldman Sachs International ("GSI"), and, in general, all such
provisions and defined terms shall be applied mutatis mutandis as if the
incorporated provisions were set forth in full herein having regard to their
context in this Agreement as opposed to the U.S. Underwriting Agreement.
1. The Company hereby makes with the Underwriters the same representations,
warranties and agreements as are set forth in Section 1 of the U.S. Underwriting
Agreement, which Section is incorporated herein by this reference.
2. Subject to the terms and conditions herein set forth, (a) Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at a purchase
price per share of $ , the number of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto and (b) in the event and to the
extent that the Underwriters shall exercise the election to purchase Optional
Shares as provided below, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the purchase price per share set forth in clause
(a) of this Section 2, that portion of the number of Optional Shares as to which
such election shall have been exercised (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying such number of Optional
Shares by a fraction the numerator of which is the maximum number of Optional
Shares which such Underwriter is entitled to purchase as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is
the maximum number of Optional Shares that all of the Underwriters are entitled
to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at their
election up to [120,000] Optional Shares, at the purchase price per share set
forth in the paragraph above, for the sole purpose of covering overallotments in
the sale of the Firm Shares. Any such election to purchase Optional Shares may
be exercised only by written notice from you to the Company, given within a
period of 30 calendar days after the date of this Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by you but in no event
earlier than the First Time of Delivery (as defined in Section 4 hereof) or,
unless you and the Company otherwise agree in writing, earlier than two or later
than ten business days after the date of such notice.
3. Upon the authorization by GSI of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus and in the forms of Agreement among
Underwriters (International Version) and Selling Agreements, which have been
previously submitted to the Company by you. Each Underwriter hereby makes to and
with the Company the representations and agreements of such Underwriter as a
member of the selling group contained in Sections 3(d) and 3(e) of the form of
Selling Agreements.
4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as GSI may request upon at least forty-eight hours' prior notice to the
Company shall be delivered by or on behalf of the Company to GSI, through the
facilities of the Depository Trust Company ("DTC"), for the account of such
Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by certified or official bank check or checks, payable to the
order of the Company in Los Angeles Clearing House (next day) funds. The Company
will cause the certificates representing the Shares to be made available for
checking and packaging at least twenty-four hours prior to the Time of Delivery
(as defined below) with respect thereto at the office of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery and
payment shall be, with respect to the Firm Shares, 7:00 a.m., Pacific time, on
, 1995 or such other time and date as GSI and the Company may agree
upon in writing, and, with respect to the Optional Shares, 7:00 a.m., Pacific
time, on the date specified by GSI in the written notice given by GSI of the
Underwriters' election to purchase such Optional Shares, or such other time and
date as GSI and the Company may agree upon in writing. Such time and date for
delivery of the Firm Shares is herein
2
<PAGE>
called the "First Time of Delivery", such time and date for delivery of the
Optional Shares, if not the First Time of Delivery, is herein called the "Second
Time of Delivery", and each such time and date for delivery is herein called a
"Time of Delivery".
(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 of the U.S. Underwriting Agreement,
including the cross receipt for the Shares and any additional documents
requested by the Underwriters pursuant to Section 7(k) of the U.S. Underwriting
Agreement hereof, will be delivered at the offices of Latham & Watkins, 633 West
Fifth Street, Suite 4000, Los Angeles, California 90071, and the Shares will be
delivered at the Designated Office, all at such Time of Delivery. A meeting will
be held at the Closing Location at 1:00 p.m., Pacific time, on the New York
Business Day next preceding such Time of Delivery, at which meeting the final
drafts of the documents to be delivered pursuant to the preceding sentence will
be available for review by the parties hereto. For the purposes of this Section
4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.
5. The Company hereby makes to the Underwriters the same agreements as are
set forth in Section 5 of the U.S. Underwriting Agreement, which Section is
incorporated herein by this reference.
6. The Company and the Underwriters hereby agree with respect to certain
expenses on the same terms as are set forth in Section 6 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.
7. Subject to the provisions of the Agreement between Syndicates, the
obligations of the Underwriters hereunder shall be subject, in their discretion,
at each Time of Delivery, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of each
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and
additional conditions identical to those set forth in Section 7 of the U.S.
Underwriting Agreement, which Section is incorporated herein by this reference.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through GSI expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information furnished
to
3
<PAGE>
the Company by such Underwriter through GSI expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.
(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Shares purchased under this Agreement (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters with respect to the
Shares purchased under this Agreement, in each case as set forth in the table on
the cover page of the Prospectus relating to such Shares. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contributions pursuant to this subsection (d) were
determined by PRO RATA allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other
4
<PAGE>
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the respective
prescribed periods, you notify the Company that you have so arranged for the
purchase of such Shares, or the Company notifies you that it has so arranged for
the purchase of such Shares, you or the Company shall have the right to postpone
such Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement or
the Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligation of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
5
<PAGE>
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Section 6 and Section 8 hereof, but, if for any other reason any
Shares are not delivered by or on behalf of the Company as provided herein, the
Company will reimburse the Underwriters through GSI for all out-of-pocket
expenses approved in writing by GSI, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Shares not so delivered, but the Company
shall then be under no further liability to any Underwriter in respect of the
Shares not so delivered except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by GSI on behalf of you as the representatives of the
Underwriters.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of GSI, Peterborough Court,
133 Fleet Street, London EC4A 2BB, England, Attention: Equity Capital Markets,
Telex No. 94012165, facsimile transmission No. (071) 774-1550; and if to the
Company shall be delivered or sent by registered mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: Secretary; PROVIDED, HOWEVER, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by GSI upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.
13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, United States of America.
16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
6
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters (International Version), the form of which shall be furnished to
the Company for examination upon request, but without warranty on your part as
to the authority of the signers thereof.
Very truly yours,
Computer Sciences Corporation
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman Sachs International
Merrill Lynch International Limited
By: Goldman Sachs International
By:
-----------------------------------
(Attorney-in-fact)
On behalf of each of the Underwriters
7
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF OPTIONAL
SHARES TO BE
TOTAL NUMBER OF PURCHASED IF
FIRM SHARES MAXIMUM OPTION
UNDERWRITER TO BE PURCHASED EXERCISED
- -------------------------------------------------------------------------- ---------------- -------------------
<S> <C> <C>
Goldman Sachs International...............................................
Merrill Lynch International Limited.......................................
-------- -------------------
Total.................................................................
-------- -------------------
-------- -------------------
</TABLE>
8
<PAGE>
EXHIBIT 4.1
[FRONT OF STOCK CERTIFICATE]
COMMON STOCK COMMON STOCK
[Button-Number] [Graphic] [Button-Shares]
[M-]
[Logo] COMPUTER SCIENCES CORPORATION THIS CERTIFICATE IS
SEE REVERSE FOR TRANSFERABLE IN
CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF NEW YORK, NEW YORK
THE STATE OF NEVADA
CUSIP 205363 10 4
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE PAR VALUE OF $1.00 PER SHARE OF THE
COMMON STOCK OF
COMPUTER SCIENCES CORPORATION, TRANSFERABLE ON THE SHARE REGISTER OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT
VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
CERTIFICATE OF STOCK
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.
DATED
/s/ William R. Hoover
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
/s/ Hayward D. Fisk
SECRETARY
COUNTERSIGNED AND REGISTERED:
MELLON SECURITIES TRUST COMPANY
(NEW YORK)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
[BACK OF STOCK CERTIFICATE]
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT, AS AMENDED, BETWEEN COMPUTER
SCIENCES CORPORATION (THE "COMPANY") AND MELLON BANK, N.A. (THE "RIGHTS AGENT")
DATED AS OF DECEMBER 21, 1988 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE
HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND
WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE RIGHTS AGENT WILL MAIL TO
THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON
THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.
STOCKHOLDERS OF THE CORPORATION MAY OBTAIN, WITHOUT CHARGE A STATEMENT
SETTING FORTH IN FULL (OR SUMMARIZING) THE DESIGNATIONS, PREFERENCES AND
RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE VARIOUS CLASSES
OF STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH RIGHTS, BY REQUESTING SUCH A
STATEMENT FROM THE SECRETARY OF THE CORPORATION.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT-____________________ Custodian ____________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ____________________
(State)
UNIF TRF MIN ACT-____________________ Custodian (until age ____________________)
(Cust)
____________________ under Uniform Transfers
(Minor)
to Minors Act ____________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
| |
- --------------------------------------
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated____________________________________
X____________________________
X____________________________
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER
Signature(s) Guaranteed
By_____________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCK BROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15
<PAGE>
APPENDIX
Design composed of ovals and lines and man seated holding globe and telescope
with books at feet. Engraved border with corporate seal at bottom center.
<PAGE>
EXHIBIT 5.1
GIBSON, DUNN & CRUTCHER
LAWYERS
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
------
(213) 229-7000
TELEX: 674930 GIBTRASK LSA
FACSIMILE: (213) 229-7520
January 13, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 229-7000 C 16084-00090
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
Re: Computer Sciences Corporation -
Form S-3 Registration Statement
filed January 13, 1995 with the
Securities and Exchange Commission
Gentlemen:
We have acted as counsel for Computer Sciences Corporation, a Nevada
corporation (the "Company"), in connection with the registration by the
Company of 4,600,000 shares of the Company's Common Stock, $1.00 par value,
and the 4,600,000 Preferred Stock Purchase Rights attached to such shares
of Common Stock (collectively, the "Shares"), on the Form S-3 Registration
Statement filed with the Securities and Exchange Commission (the "Commission")
on January 13, 1995 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"). Of the 4,600,000 Shares, 600,000 Shares are
subject to options granted to the Underwriters (as defined below) by the
Company to cover over-allotments. We understand that the Company proposes to
sell the Shares to a group of underwriters (the "Underwriters") represented
by Goldman, Sachs & Co., Goldman Sachs International, Merrill Lynch & Co.
and Merrill Lynch International Limited for offering to the public.
We are familiar with the corporate actions taken and to be taken by
the Company in connection with the authorization, issuance and sale of the
Shares and have made
<PAGE>
Computer Sciences Corporation
January 13, 1995
Page 2
such other legal and factual inquiries as we deem necessary for the purpose of
rendering this opinion.
Based on the foregoing and in reliance thereon, and subject to the
effectiveness on the Registration Statement under the Act, we are of the opinion
that (i) the Shares have been duly authorized, and (ii) the Shares, when issued
and sold in accordance with the terms of the Registration Statement and the
underwriting agreements to be entered into between the Company and the
Underwriters, substantially in the form filed as exhibits to the Registration
Statement, will be legally issued, fully paid and nonassessable.
The Company is incorporated under the laws of the State of Nevada. We
are not admitted to practice in Nevada. However, we are generally familiar
with the Nevada General Corporation Law and have made such review thereof as
we consider necessary for the purpose of rendering this opinion. Subject to
the foregoing, this opinion is limited to Nevada, California and federal law.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms a part of the
Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7
of the Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher
GIBSON, DUNN & CRUTCHER
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Computer Sciences Corporation on Form S-3 of our report dated May 27, 1994,
appearing in the Annual Report on Form 10-K, as amended, of Computer Sciences
Corporation for the year ended April 1, 1994, and to the reference to us under
the heading "Experts" in such Prospectus, which is part of such Registration
Statement.
DELOITTE & TOUCHE LLP /S/ DELOITTE & TOUCHE LLP
January 13, 1995
Los Angeles, California
