SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 1, 1996
COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 1-4850 95-2043126
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger dated as of April 28, 1996 by
and among the Registrant, Continental Acquisition, Inc., a wholly owned
subsidiary of the Registrant ("Sub"), and The Continuum Company, Inc.
("Continuum"), at 4:30 p.m. EDT on August 1, 1996 (i) Sub was merged with and
into Continuum (the "Merger") and Continuum became a wholly owned subsidiary of
the Registrant, and (ii) each outstanding share of common stock, $.10 par
value, of Continuum was converted into .79 of a share of common stock, $1.00
par value, together with the associated preferred stock purchase rights, of the
Registrant (collectively, "Registrant Common Stock") and the right to receive
cash in lieu of fractional shares of Registrant Common Stock.
The .79 share exchange rate was determined by arm's length negotiations
between the Registrant and Continuum. Prior to the Merger, there were no
material relationships between Continuum and the Registrant or any of its
affiliates, any director or officer of the Registrant, or any associate of any
such director or officer.
Continuum is an international consulting and computer services firm
headquartered in Austin, Texas, with offices in 17 countries serving the needs
of the global financial services industry for computer software and services.
It is expected that Continuum will continue such business as a wholly owned
subsidiary of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The financial statements, pro forma financial information and exhibits
listed below are filed as a part of this report:
(a) Financial Statements of Businesses Acquired.
The consolidated financial statements of The Continuum Company, Inc. as of
March 31, 1996 and 1995 and for each of the three years in the period ended
March 31, 1996, the report of Ernst & Young LLP dated May 1, 1996 with respect
thereto, and the report of Price Waterhouse LLP dated April 1, 1995, included
therein, on the financial statements of Hogan Systems, Inc. at March 31, 1995
and 1994 and for each of the three years in the period ended March 31, 1995
(incorporated by reference to the Annual Report of The Continuum Company, Inc.
on Form 10-K for the year ended March 31, 1996, as amended by the Form 10-K/A
dated June 5, 1996 and the Form 10-K/A dated June 7, 1996)
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(b) Pro Forma Financial Information.
Unaudited Pro Forma Combined Condensed Balance Sheets and Statements of
Earnings of the Registrant and The Continuum Company, Inc. as of March 29, 1996
and for each of the three years in the period ended March 29, 1996
(incorporated by reference to the Registration Statement of the Registrant on
Form S-4, Registration No. 333-05649)
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of April 28, 1996 by and among
the Registrant, The Continuum Company, Inc. and Continental Acquisition, Inc.
(incorporated by reference to Exhibit 2.1 of the Current Report of the
Registrant on Form 8-K dated May 2, 1996)
99.1 Joint press release of the Registrant and The Continuum Company, Inc.
dated July 31, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
COMPUTER SCIENCES CORPORATION
Dated: August 1, 1996 By/s/Hayward D. Fisk
____________________________
Hayward D. Fisk
Vice President
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EXHIBIT INDEX
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Exhibit
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2.1 Agreement and Plan of Merger dated as of April 28, 1996 by and among
the Registrant, The Continuum Company, Inc. and Continental
Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of the
Current Report of the Registrant on Form 8-K dated May 2, 1996)
99.1 Joint press release of the Registrant and The Continuum Company,
Inc. dated July 31, 1996
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EXHIBIT 99.1
Contact: CSC -- Bruce Plowman or FOR IMMEDIATE RELEASE
Spencer Davis Moved On Business Wire
310.615.0311 July 31, 1996
CNU -- John Westermann
512.345.5700
STOCKHOLDERS APPROVE MERGER
BETWEEN CSC AND CONTINUUM
EL SEGUNDO, Calif., July 31 -- The proposed merger of Computer Sciences
Corporation (NYSE:CSC) and The Continuum Company was approved today by
shareholders of both corporations in separate meetings in El Segundo, Calif.,
and Austin, Texas, respectively. The merger will be effective at the close of
business tomorrow.
The two companies announced April 29 they had signed a definitive
agreement for a merger by a share exchange to be accounted for as a pooling of
interests. As a result of today's approvals, shareholders of Continuum will
receive 0.79 of a share of CSC for each share of Continuum.
Continuum is an international consulting and computer services firm
headquartered in Austin, Texas, with offices in 17 countries. The company
provides computer services and software to the global insurance and banking
services industry. Continuum has approximately 4,200 employees worldwide and
serves the needs of more than 850 financial institutions located in more than
40 countries.
"This merger clearly positions CSC as a powerful force in providing
information technology solutions to the global insurance and banking services
industry," said Van B. Honeycutt, president and chief executive officer of CSC.
"The merger continues our progress in the commercial sector by allowing us to
offer -- under one corporate CSC identity-- an attractive set of integrated
software and I/T services to the insurance and banking sectors."
-more-
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Computer Sciences Corporation - page 2 July 31, 1996
Under the terms of the merger, W. Michael Long, chief executive officer of
Continuum, retains his management team and will continue to operate the
business, from its headquarters in Austin, reporting directly to Honeycutt.
"Insurance and banking services providers face increased competitive
pressures and customer demands," said Long. "This merger now brings to the
market an extended set of products and services to help the industry meet these
challenges. As industry analysts have noted, these combined capabilities should
allow us to be strongly competitive in these key markets."
Continuum was founded in 1968. The company posted revenues of $498 million
for the 12 months ended March 29, 1996, reflecting the March 1996 acquisition
of Hogan Systems, a Dallas-based provider of integrated on-line applications
software and related services to the banking industry. Continuum is the leading
provider of business and technology solutions to the global insurance and
banking services industry and is involved in three primary business areas:
software systems and products, value-added services and outsourcing.
CSC had $4.4 billion in revenues for the 12 months ended June 30, 1996.
The company is headquartered in El Segundo, Calif., and with the addition of
Continuum has nearly 40,000 employees in more than 600 offices worldwide. The
company provides clients with a wide range of professional services, including
management consulting, business reengineering, outsourcing, and information
systems consulting and integration.
