<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
COMPUTER SCIENCES CORPORATION
(NAME OF SUBJECT COMPANY)
COMPUTER SCIENCES CORPORATION
(NAME OF PERSON FILING STATEMENT)
------------------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
------------------------
20536310-4
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
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 AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
------------------------
Copies to:
RONALD S. BEARD, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
(213) 229-7000
================================================================================
<PAGE> 2
This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
February 26, 1998, as amended (the "Schedule 14D-9"), relating to the offer by
CAI Computer Services Corp., a Delaware corporation and a wholly owned
subsidiary of Computer Associates International, Inc., a Delaware corporation,
to purchase all of the issued and outstanding shares of common stock, par value
$1.00 per share, including associated Series A Junior Participating Preferred
Stock Purchase Rights (the "Shares"), of Computer Sciences Corporation, a Nevada
corporation (the "Company"), for an amount equal to $108.00 per Share, net to
the seller in cash, without interest. Capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(b) is hereby supplemented as follows:
Certain information and statements within this Schedule 14D-9 amendment
constitute "forward-looking statements" which represent the Company's
expectations or beliefs, including, but not limited to, statements concerning
industry performance and the Company's operations, performance, financial
condition, prospects, growth and strategies. These statements are subject to
factors many of which are outside of the Company's control, including risks and
uncertainties which could cause actual results to differ materially from the
forward-looking statements contained herein. These risks and uncertainties
include but are not limited to: competitive pressures; the Company's ability to
attract and retain key personnel; changes in the demand for information
technology outsourcing and business process outsourcing; changes in the
financial condition of the Company's major commercial customers; changes in U.S.
federal government spending levels for information technology services; the
Company's ability to consummate strategic acquisitions and alliances; the future
profitability of the Company's customer contracts; the Company's ability to
continue to develop and expand its service offerings to address emerging
business demand and technological trends; and general economic conditions in
countries in which the Company does business.
The Company's internal fiscal 1998 financial forecast, fiscal 1999
preliminary budget and fiscal 2000 financial model are summarized as follows:
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
FISCAL 1998 FISCAL 1999 FISCAL 2000
FINANCIAL PRELIMINARY FINANCIAL
$ IN MILLIONS EXCEPT EPS FORECAST BUDGET MODEL
------------------------------------------------------------------------------------
Revenue $6,576 $7,826 $9,313
------------------------------------------------------------------------------------
Earnings before interest, income taxes,
depreciation, amortization and special
items ("EBITDA") 843 1,025 1,276
------------------------------------------------------------------------------------
Earnings per share, before special items 3.43 4.20 5.55
------------------------------------------------------------------------------------
Earnings per share 3.41 4.12 5.55
------------------------------------------------------------------------------------
</TABLE>
The fiscal 1998 financial forecast includes ten months' actual results and
two months' forecast. Fiscal 1999 amounts represent the consolidated preliminary
budget accumulated from the business-unit level in the normal course of the
Company's financial planning. The financial model for fiscal 2000 is based on
historical performance and current expectations for revenue growth, operating
margins and capital investment by operating unit. The fiscal 1998-2000 financial
information presented above represents three year compound annual growth rates
of 18.4 percent for revenues and 21.1 percent for EBITDA. These growth rates are
well within the three year compound annual growth rates for fiscal years
1995-1997 of 24.7 percent for revenues and 29.2 percent for EBITDA.
The earnings per share forecast of $3.41 for fiscal 1998 includes a first
quarter net special credit of $.02 as previously disclosed, and an estimated
fourth quarter net special charge of $.04. The fiscal 1999 earnings per share
preliminary budget amount includes a special charge of $.08 per share. Both the
$.04 and $.08 amounts relate to previously disclosed quantifiable estimated
costs incurred in connection with the Company's response to the Offer. The above
amounts do not include costs related to the Offer that are not yet quantifiable.
2
<PAGE> 3
However, such costs could be material. Earnings per share amounts do not reflect
the two-for-one stock split, in the form of a 100 percent stock dividend,
payable on March 23, 1998.
None of the above amounts takes into account the potential impact of the
Offer on the Company's operations. Such impact may include (a) the inability to
obtain or complete new and potential business prospects, potential alliances,
outsourcing contracts, business acquisitions and software license sales, (b) the
inability to obtain new or additional business from existing customers, and (c)
the loss of existing customers and employees. This impact could be material.
The Company's preliminary budget for fiscal 1999 and financial model for
fiscal 2000 take into account the full range of its service offerings, including
consulting and other professional services, systems integration, and information
technology outsourcing and business process outsourcing. Independent industry
analysts have projected robust demand for these services through at least 2002.
Furthermore, the preliminary budget and financial model include the changing mix
of the Company's business across its commercial, federal and international
markets. To coordinate the application of the Company's skill sets across its
global markets, the Company has recently established several industry-oriented,
or "vertical," organizations. The indicated growth in the Company's operations
assumes continued expansion in vertical markets, but neither the fiscal 1999
preliminary budget nor the fiscal 2000 financial model includes any significant
business acquisition or combination.
The EBITDA amounts shown above reflect growth in earnings and the Company's
shift toward more capital intensive businesses, such as outsourcing. For the
periods shown, operating margins have been assumed to continue to improve, in
keeping with the Company's historical trend. Operating margins have improved on
a year to year comparison basis for eight consecutive quarters ended December
26, 1997.
The above earnings per share amounts also include benefits the Company
expects to realize from reductions in its currently effective income tax rate,
primarily due to increases in the tax basis of certain assets currently held in
a partnership, favorable utilization of net operating loss carryforwards and
research and experimentation credits. If the related tax rate reduction is not
realized, the above earnings per share amounts for fiscal 1999 and fiscal 2000
would be reduced by $.12 and $.16, respectively.
The Company issued a press release with respect to the above matters on
March 4, 1998, a copy of which is attached hereto as Exhibit (a)(5).
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Press release issued by the Company dated February 19, 1998.+
(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+
(a)(3) Press release issued by the Company, dated March 2, 1998.+
(a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March
2, 1998.+
(a)(5) Press release issued by the Company, dated March 4, 1998.*
(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+
(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 27, 1998.+
(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.+
(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.+
(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+
(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.+
3
<PAGE> 4
(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.+
(c)(9) Brief in Support of Motion for Expedited Hearing on Claims for
Declaratory Relief and on the Merits of the Relief Requested in Computer
Associates International, Inc. v. Computer Sciences Corporation.+
(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.+
(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.+
(c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and
Practices in violation of California Business and Professions Code
Sections 17200 et seq.; (2) Economic Duress; (3) Intentional
Interference with Prospective Economic Advantage and Contractual
Relations; and (4) Conspiracy in Computer Sciences Corporation v.
Computer Associates International, Inc., case no. BC186394.+
(c)(13) Form of Stock Option Agreement.+
(c)(14) Form of Restricted Stock Agreement.+
(c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as
amended and restated as of February 18, 1998, by and between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and
restated effective February 2, 1998.+
(c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer
Sciences Corporation.+
(c)(18) Order of the United States District Court for the District of Nevada,
dated February 26, 1998.+
(c)(19) Complaint for (1) violation of federal securities laws, (2)
misappropriation of trade secrets, (3) conspiracy to misappropriate
trade secrets, (4)interference with advantageous business relations, (5)
conspiracy to interfere with advantageous business relations, (6) breach
of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and
(8) unfair competition in Computer Sciences Corporation v. Computer
Associates International, Inc., CAI Computer Services Corp., Bear,
Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar
(Case No. 98-1440 ABC)+
- ------------------------
+ Previously filed.
* Filed herewith.
4
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
COMPUTER SCIENCES CORPORATION
By: /s/ VAN B. HONEYCUTT
------------------------------------
Van B. Honeycutt
Chairman, President and
Chief Executive Officer
Dated: March 4, 1998
5
<PAGE> 6
EXHIBIT INDEX
(a)(1) Press release issued by the Company, dated February 19, 1998.+
(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+
(a)(3) Press release issued by the Company, dated March 2, 1998.+
(a)(4) Letter from Van B. Honeycutt to the Company's Stockholders dated March
2, 1998.+
(a)(5) Press release issued by the Company, dated March 4, 1998.*
(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+
(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 27, 1998.+
(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.+
(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.+
(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+
(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.+
(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.+
(c)(9) Brief in Support of Motion for Expedited Hearing on Claims for
Declaratory Relief and on the Merits of the Relief Requested in Computer
Associates International, Inc. v. Computer Sciences Corporation.+
(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.+
(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.+
(c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and
Practices in violation of California Business and Professions Code
Sections 17200 et seq.; (2) Economic Duress; (3) Intentional
Interference with Prospective Economic Advantage and Contractual
Relations; and (4) Conspiracy in Computer Sciences Corporation v.
Computer Associates International, Inc., case no. BC186394.+
(c)(13) Form of Stock Option Agreement.+
(c)(14) Form of Restricted Stock Agreement.+
(c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as
amended and restated as of February 18, 1998, by and between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
(c)(16) The Company's 1990 Nonemployee Director Retirement Plan, as amended and
restated February 2, 1998.+
(c)(17) Reply of Parent in Computer Associates International, Inc. v. Computer
Sciences Corporation.+
(c)(18) Order of the United States District Court for the District of Nevada,
dated February 26, 1998.+
(c)(19) Complaint for (1) violation of federal securities laws, (2)
misappropriation of trade secrets, (3) conspiracy to misappropriate
trade secrets, (4)interference with advantageous business relations, (5)
conspiracy to interfere with advantageous business relations, (6) breach
of fiduciary duty, (7) aiding and abetting breach of fiduciary duty and
(8) unfair competition in Computer Sciences Corporation v. Computer
Associates International, Inc., CAI Computer Services Corp., Bear,
Stearns and Co., Inc., Michael Urfirer, Charles B. Wang and Sanjay Kumar
(Case No. 98-1440 ABC)+
- ------------------------
+ Previously filed.
* Filed herewith.
6
<PAGE> 1
EXHIBIT (a)(5)
FOR IMMEDIATE RELEASE
COMPUTER SCIENCES DETAILS STRONG GROWTH EXPECTATIONS
OFFER BY COMPUTER ASSOCIATES DOES NOT REPRESENT FAIR VALUE FOR CSC
EL SEGUNDO, CALIF., MARCH 4, 1998 - Computer Sciences Corporation (NYSE: CSC)
(the "Company") today reiterated that Computer Associates' (NYSE: CA) tender
offer of $108 per share for CSC stock falls far short of rewarding stockholders
for the value of the Company. To support the Company's position, CSC filed
forward-looking statements with the Securities and Exchange Commission ("SEC")
earlier today.
Van B. Honeycutt, Chairman, President and CEO, and Leon J. Level, Vice President
and Chief Financial Officer, will meet today in New York City with financial
analysts as part of CSC's effort to provide its stockholders with information
regarding the Company's performance expectations.
"As the target of an unwanted hostile takeover attempt by CA, we are in an
extraordinary situation," said Honeycutt. "Our stockholders are entitled to know
specifically what lies behind our conviction that Computer Associates' bid falls
far short of rewarding our stockholders for the underlying value of Computer
Sciences."
The Company's internal fiscal 1998 financial forecast, fiscal 1999 preliminary
budget and fiscal 2000 financial model are summarized as follows:
<TABLE>
<CAPTION>
Fiscal 1998 Fiscal 1999 Fiscal 2000
Financial Preliminary Financial
($ in millions, except EPS) Forecast Budget Model
-------- ------ -----
<S> <C> <C> <C>
Revenue $6,576 $7,826 $9,313
Earnings before interest, income
taxes, depreciation, amortization
and special items ("EBITDA") 843 1,025 1,276
Earnings per share, before
special items 3.43 4.20 5.55
Earnings per share 3.41 4.12 5.55
</TABLE>
The fiscal 1998 financial forecast includes ten months' actual results and two
months' forecast. Fiscal 1999 amounts represent the consolidated preliminary
budget accumulated from the business-unit level in the normal course of the
Company's financial planning. The financial model for fiscal 2000 is based on
historical performance and
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current expectations for revenue growth, operating margins and capital
investment by operating unit. Earnings per share amounts do not reflect the
two-for-one stock split, in the form of a 100 percent stock dividend, payable on
March 23, 1998. The forward-looking statements contained herein assume no
significant acquisitions by CSC and do not take into account the potential
impact of CA's offer on CSC's business.
Level said that CSC expects growth in the current fiscal year (which ends April
3, 1998) of 18 percent in earnings per share, before special items, to $3.43,
which is in the upper range of analyst estimates. The fiscal 1998-2000 financial
information presented above represents three-year compound annual growth rates
of 18.4 percent for revenues and 21.1 percent for EBITDA. These growth rates are
well within the three-year compound annual growth rates for fiscal years
1995-1997 of 24.7 percent for revenues and 29.2 percent for EBITDA.
"We have won or implemented $6.7 billion in large outsourcing contracts over the
past twelve months, and our new business development pipeline is full. We have a
high level of confidence that we will win a significant percentage of the
opportunities we are currently seeking," Level said.
Honeycutt said: "We are also seeing considerable internal growth in our vertical
business groups and in such areas as Year 2000 services, enterprise-wide
solutions and electronic commerce. The visibility of such strong growth has the
potential to effect significant appreciation in our stock price and underscores
the inadequacy of the CA offer, particularly when compared with valuation
multiples found in the marketplace generally and in other takeover
transactions."
The forward-looking statements contained herein are based on a number of
assumptions and are subject to uncertainties and risks set forth in Amendment
No. 4 to Schedule 14D-9 filed with the SEC this morning. CSC cautioned that
developments outside the Company's control can have a material effect on results
of operations and urged readers to carefully consider the assumptions,
uncertainties and risks described in the Company's SEC filing.
CSC provides clients with a wide range of professional services, including
management consulting, information systems consulting and integration, and
operations support. The Company has more than 44,000 employees in nearly 600
offices worldwide. For the 12 months ended December 26, 1997, CSC had $6.3
billion in revenue. More information about CSC is available at
http://www.csc.com.
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INFORMATION CONCERNING PARTICIPANTS
CSC, the members of its Board of Directors, and certain other employees of CSC
may be deemed to be participants in the solicitation of proxies, as such terms
are defined in the rules of the Securities and Exchange Commission. The Board of
Directors consists of the following persons, each of whom owns, directly or
indirectly, or has the right to acquire, the number of shares of CSC common
stock set forth after his or her name: Irving W. Bailey, II (2,000 shares of
common stock, 2,289 restricted stock units or options), Van B. Honeycutt (37,242
shares of common stock, 409,363 options), William R. Hoover (244,905 shares of
common stock), Richard C. Lawton (1,500 shares of common stock), Leon J. Level
(11,265 shares of common stock, 93,400 options), Thomas A. McDonnell (9,271
restricted stock units or options), F. Warren McFarlan (2,400 shares of common
stock, 2,968 restricted stock units or options), James R. Mellor (600 shares of
common stock, 3,245 restricted stock units or options) and William P. Rutledge
(200 shares of common stock, 1,371 restricted stock units or options). In
addition, the following other employees of CSC, each of whom owns, directly or
indirectly, or has the right to acquire, the number of shares of CSC common
stock set forth after his or her name, may engage in solicitations on behalf of
CSC: Edward P. Boykin (18,775 shares of common stock, 60,800 options), Milton E.
Cooper (12,372 shares of common stock, 138,000 options), J. Spencer Davis (64
shares of common stock, 800 options), Scott M. Delanty (447 shares of common
stock, 14,000 options), Gerard E. Dube (454 shares of common stock, 37,000
options), Hayward D. Fisk (276 shares of common stock, 16,400 options), J.
Douglas Gray (45 shares of common stock, 67,000 options), Ronald W. Mackintosh
(21,000 shares of common stock, 99,000 options), Thomas R. Madison Jr. (1,154
shares of common stock, 85,000 options), C. Bruce Plowman (599 shares of common
stock, 9,200 options), Thomas C. Robinson (30,000 shares of common stock, 70,000
options), James P. Saviano (1,788 shares of common stock, 40,800 options),
Arthur H. Spiegel III (41 shares of common stock, 20,000 options), Paul T.
Tucker (891 shares of common stock, 25,000 options), W. Brinson Weeks (3,004
shares of common stock, 17,400 options), and Thomas Williams (18,723 shares of
common stock, 43,800 options). Share, restricted stock unit and option data do
not reflect the two-for-one stock split, in the form of a 100 percent stock
dividend, payable on March 23, 1998. In addition, certain of the above-named
directors and employees of CSC are beneficiaries of compensation and benefit
plans maintained by CSC, including certain severance arrangements, which are
described in the Company's Proxy Statement, dated July 2, 1997, and the Schedule
14D-9 filed with the Securities and Exchange Commission on February 26, 1998, as
amended, and which provide benefits in the event of a change in control of CSC.
Goldman, Sachs & Co. ("Goldman Sachs") and J.P. Morgan & Co. ("J.P. Morgan")
have been retained by CSC to act as its financial advisors with respect to the
acquisition proposal which a wholly-owned subsidiary of Computer Associates
International, Inc. ("CAI") has made for the stock of CSC; Goldman Sachs also
has been retained as
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<PAGE> 4
financial advisor to assist CSC in responding to any other acquisition proposals
it may receive or any other attempts to acquire control of CSC. Pursuant to the
terms of their engagement letters, Goldman Sachs and J.P. Morgan will receive
the following fees for their services: (a) a quarterly retainer fee of
$2,500,000 for Goldman Sachs and $1,000,000 for J.P Morgan, payable on the first
day of each three-month period during which they provide such services; and (b)
a fee of $10,000,000 for Goldman Sachs and $4,000,000 for J.P. Morgan (with the
quarterly retainer fees paid under clause (a) above credited on a one-time basis
against such fees), payable on February 11, 1999, and February 13, 1999,
respectively, in the event that CAI (and, in the case of J.P. Morgan, any other
person) has not, directly or indirectly, become the beneficial owner of more
than 50 percent of the outstanding Shares on or prior to such date. The Goldman
Sachs engagement letter also provides that in the event that CSC determines to
undertake a specific transaction as referred to in such letter, Goldman Sachs
will have the right to act on CSC's behalf in connection with such transaction
on customary terms and conditions, including customary fee provisions. The J.P.
Morgan engagement letter provides that in the event CSC determines to proceed
with a sale, merger, consolidation, business combination, or certain other
specified transactions, during the term of the engagement CSC will enter into an
amendment to the engagement letter providing for fees to J.P. Morgan in an
amount to be determined after taking into account the results obtained and the
custom and practice among investment bankers acting in similar transactions. CSC
has also agreed to reimburse Goldman Sachs and J.P. Morgan for their reasonable
out-of-pocket expenses, including fees and expenses of counsel, and to indemnify
Goldman Sachs and J.P. Morgan and certain related persons against certain
liabilities in connection with their engagement.
In connection with the Goldman Sachs and J.P. Morgan engagements, CSC
anticipates that Gene T. Sykes, Managing Director of Goldman Sachs, Mark
Dzialga, Vice President of Goldman Sachs, Gregg R. Lemkau, Associate of Goldman
Sachs, Joseph Walker, Managing Director of J.P. Morgan, David Courtney, Managing
Director of J.P. Morgan, Todd Marin, Managing Director of J.P. Morgan, and Dag
Skattum, Managing Director of J.P. Morgan, none of whom will receive additional
compensation for such solicitation, may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are shareholders. Neither Goldman Sachs nor J.P. Morgan will receive any fee
for, or in connection with, such solicitation activities by its employees apart
from the fees it is otherwise entitled to receive as described above. None of
the above-named employees of Goldman Sachs and J.P.
Morgan owns any shares of CSC's common stock.
MEDIA CONTACT: C. Bruce Plowman, Computer Sciences Corporation
(310) 615-0311
Robert Mead, BSMG Worldwide
(212) 445-8208
INVESTOR CONTACT: J. Spencer Davis, Computer Sciences Corporation
(310) 615-0311
