SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
POLICY MANAGEMENT SYSTEMS CORPORATION
(Name of Subject Company (issuer))
COMPUTER SCIENCES CORPORATION
(Name of Filing Persons (offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
731108106
(CUSIP Number of Class of Securities)
Hayward D. Fisk
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(s) Filing Statement)
Copy to:
Ronald S. Beard, Esq.
Gibson, Dunn & Crutcher, LLP
4 Park Plaza
Irvine, California 92614
(949) 451-3800
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
-----------------------------------------------------------------------------
Not applicable Not applicable
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[X] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Contact: Frank Pollare FOR IMMEDIATE RELEASE
Director, Public Information Moved on PR Newswire
Corporate June 20, 2000
Computer Sciences Corporation
310.615.1601
[email protected]
Bill Lackey Jackie VanErp
Director, Investor Relations Vice President, Global Marketing
Corporate Financial Services Group
Computer Sciences Corporation Computer Sciences Corporation
310.615.1700 512.338.7090
[email protected] [email protected]
Timothy Williams
Chief Financial Officer
Mynd
803.333.5638
[email protected]
CSC TO ACQUIRE MYND, FORMERLY POLICY MANAGEMENT SYSTEMS;
Acquisition to Enhance CSC's Product and Service Offerings
NOTE: CSC will host a teleconference for members of the investment
community on Tuesday, June 20 at 8:30 A.M. EDT. Industry analysts and media
are invited to listen. Those interested in participating should call
1.888.740.8770 by 8:20 A.M.
EL SEGUNDO, Calif., and COLUMBIA, S.C., June 20 -- Computer Sciences
Corporation (NYSE: CSC) and Policy Management Systems Corporation
(NYSE: PMS), d/b/a Mynd, announced they have entered into an agreement
whereby CSC will acquire Columbia, S.C.-based Mynd for $16 per share in an
all-cash transaction.
With approximately 35,500,000 PMS shares outstanding, the offer has an
equity valuation of about $568 million. The agreement was approved by Mynd's
board of directors.
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The acquisition of Mynd, a provider of systems, services, sourcing and
e-business solutions to the global insurance and related financial services
industries, enhances CSC's ability to service its clients in those
industries. Mynd will become part of CSC's global Financial Services Group
headquartered in Austin, Texas.
The transaction is structured as a $16 per share cash tender offer for
at least two thirds of the outstanding Mynd shares, followed by a merger at
the same price per share. The consummation of the tender offer is subject to
customary conditions, including expiration of applicable waiting periods
under the antitrust/merger control laws of the United States and several
other countries. CSC expects to commence the tender offer by June 27, and
under Securities and Exchange Commission (SEC) rules, the offer must be held
open for a minimum of twenty business days.
The final merger would require the approval of Mynd's shareholders at a
special meeting called for such purpose unless CSC acquires at least
90 percent of the Mynd shares in the tender offer, in which case the merger
can be effected promptly after the consummation of the tender offer. In this
case, at the close of the tender offer, CSC would own a sufficient number of
shares to approve the merger without the approval of any other Mynd
shareholders.
Synergies will be realized through reductions in costs and expenses
associated with redundant functions, including workforce reductions and
consolidation of computing and operating facilities. Additionally, R&D
operations of the two companies will be combined to achieve maximum
effectiveness, while CSC's global purchasing power will provide further
savings. Including the benefits of these synergies, the transaction will be
accretive in CSC's current fiscal year with the full effects realized in the
fiscal year ending March 29, 2002.
CSC will finance the acquisition with short-term securities, including
floating rate notes and commercial paper. CSC intends to replace the
short-term securities with the proceeds of capital markets transactions and
expects to maintain its current "A" credit ratings.
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Mynd, which until earlier this year did business as Policy Management
Systems Corporation, had revenues of $644 million for the company's fiscal
year ended December 31, 1999. Once the merger is completed, CSC will have
global revenues of over $2.7 billion in the financial services information
technology (IT) industry.
"The acquisition of Mynd is motivated by CSC's long-term commitment to
the global financial services industry and by our goal to create value for
the clients, employees and shareholders of both companies," said Van B.
Honeycutt, CSC's chairman, president and chief executive officer. "Combining
the strengths of the two companies presents us with an opportunity to provide
expanded IT solutions more cost effectively.
"Mynd's solid portfolio of insurance-related products and service
offerings and its prestigious client base will benefit from CSC's
capabilities in consulting, systems integration and IT and application
outsourcing," he added.
CSC has long served the financial services industry, which currently
spends an estimated $200 billion per year on IT services. CSC enhanced its
presence in the financial services industry in 1996 with the acquisition of
The Continuum Company. Since that acquisition, the company's revenues from
the financial services industry have more than doubled, making it CSC's
largest commercial vertical, Honeycutt said.
"Our merger with Mynd will provide us with greater opportunities to
leverage CSC's specialized industry and outsourcing expertise," added Pete
Boykin, president of CSC's Financial Services Group. "In addition, Mynd's
technology and services offerings expand and complement our ability to
deliver end-to-end solutions for insurers and other firms in the converging
financial services industries around the world."
In addition to its headquarters facilities in Columbia, Mynd has offices
in 23 countries in the Americas, Europe, Africa and the Asia-Pacific area.
Mynd's products include an array of software programs for various segments of
the insurance industry including property and casualty, life and annuity, and
claims and risk management.
According to CSC, Mynd's Columbia headquarters is expected to become the
company's Center of Excellence for the global property and casualty industry.
Additionally, Mynd's 49,000 square-foot data center there will become part of
CSC's global network of data centers that provide technology infrastructure
management services to clients.
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"We will examine all of the resources within Mynd to determine how they
best complement those we presently have within CSC," Boykin said. "With the
additional Mynd resources, particularly those in the e-business, customer
relationship management and outsourcing areas, CSC will be able to deploy a
broader base of personnel and IT solutions. After the merger, CSC will have
in excess of 15,000 people serving 1,200 clients in the financial services
industry in more than 60 countries."
CSC expects to commence the cash tender offer by June 27 and will file a
Tender Offer Statement with the SEC and mail a copy to each Mynd shareholder.
On the same day, Mynd expects to file a Solicitation/Recommendation Statement
with the SEC that will also be mailed to its shareholders. Mynd shareholders
are advised to read the Tender Offer Statement and the
Solicitation/Recommendation Statement when they become available because they
will contain important information that shareholders should consider before
making any decision regarding tendering their shares.
Investors can access the Tender Offer Statement, the Solicitation/
Recommendation Statement and other documents filed with the SEC at no charge
at its Web site (www.sec.gov). Copies of CSC's Tender Offer Statement,
Mynd's Solicitation/Recommendation Statement and other CSC SEC filings will
be available at no charge by telephoning CSC's shareholder services and
automated literature request line at 800.542.3070.
About CSC
CSC, one of the world's leading consulting and IT services firms, helps
clients in industry and government achieve strategic and operational
objectives through the use of technology. Having guided clients through
every major wave of change in IT for more than 40 years, CSC today is well
positioned to develop and apply IT strategies and technologies, particularly
in the e-business area, based on its full range of capabilities in management
and IT consulting; systems design and integration; applications software; Web
and application hosting; and IT and business process outsourcing.
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Since its formation in 1959, CSC has been known for its flexibility and
customer-centric culture. Through numerous agreements with hardware and
software firms, the company develops and manages solutions specifically
tailored to each client's needs. With 58,000 employees in locations
worldwide, CSC had revenues of $9.4 billion for the twelve months ended
March 31, 2000. It is headquartered in El Segundo, California. For more
information, visit the company's Web site at www.csc.com.
The description of the transaction in this press release is necessarily
incomplete. For a complete description, please refer to the Agreement and
Plan of Merger, which will be attached as an exhibit to the Current Report on
Form 8-K to be filed with the Securities and Exchange Commission today.
All statements in this press release that do not directly and
exclusively relate to historical facts constitute "forward-looking
statements." These statements represent the intentions, plans, expectations
and beliefs of CSC and Mynd, and are subject to risks, uncertainties and
other factors, many of which are outside their control. These factors could
cause actual results to differ materially from such forward-looking
statements. For a description of these factors, see the section titled
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" in CSC's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000, and in the same section of Mynd's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.
