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
=============================================================================
Transaction Valuation* Amount of Filing Fee
-----------------------------------------------------------------------------
Not applicable Not applicable
=============================================================================
* 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 27, 2000
310.615.1601
[email protected]
Bill Lackey Jackie VanErp
Director, Investor Relations Vice President, Global Marketing
Corporate Financial Services Group
310.615.1700 512.338.7090
[email protected] [email protected]
CSC TO COMMENCE TENDER OFFER FOR SHARES OF MYND, FORMERLY
POLICY MANAGEMENT SYSTEMS, ON JUNE 28, 2000.
EL SEGUNDO, Calif., June 27 -- Computer Sciences Corporation (NYSE: CSC)
and Policy Management Systems Corporation (NYSE: PMS), d/b/a Mynd, announced
today that they had mutually agreed that CSC will commence by June 28, rather
than June 27, its previously announced tender offer for all shares of Mynd
common stock at $16 net per share in cash.
Upon commencement of the cash tender offer, CSC 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.
-more-
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Computer Sciences Corporation - page 2 June 27, 2000
Computer Sciences Corporation, one of the world's leading consulting and
information technology (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.
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 almost 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.
-0-
For a complete description of the proposed transactions involving CSC
and Mynd, please refer to the Agreement and Plan of Merger, which was
attached as an exhibit to CSC's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 20, 2000.
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 are subject to risks, uncertainties and other
factors, many of which are outside its 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.
