UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2002
Commission file number 0-24787
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0310342
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(State or other Jurisdiction of Incorporation) (IRS Employer Identification No.)
2828 NORTH HASKELL
DALLAS, TEXAS 75204
(Address of principal executive offices)
(Zip Code)
(214) 841-6111
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
This Form 8-K/A amends and supplements the current report on Form 8-K dated June
10, 2002 (filed June 12, 2002) to include Item 7(a) Financial Statements of
Businesses Acquired and Item 7(b) Pro Forma Financial Information and related
exhibits.
On June 10, 2002, Affiliated Computer Services ("ACS") acquired AFSA Data
Corporation ("AFSA") a subsidiary of FleetBoston Financial Corporation, for $410
million in cash plus related transaction costs (the "AFSA Acquisition"). ACS
funded the AFSA Acquisition with a combination of a new $375-million term credit
facility from Goldman, Sachs & Co. and Wells Fargo (the "Interim Facility"),
borrowing on the Company's existing $450 million revolving credit facility and
existing cash on hand.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
(1) Consolidated Financial Statements of AFSA Data Corporation (A
Subsidiary of FleetBoston Financial Corporation) as of March
31, 2002 (unaudited) and December 31, 2001 and 2000 and for
the three months ended March 31, 2002 and 2001 (unaudited) and
the years ended December 31, 2001 and 2000.
(b) Unaudited Pro Forma Combined Financial Statements:
(1) Unaudited Pro Forma Combined Balance Sheet as of March 31,
2002.
(2) Unaudited Pro Forma Combined Statement of Income for the nine
months ended March 31, 2002.
(3) Unaudited Pro Forma Combined Statement of Income for the year
ended June 30, 2001.
(4) Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits:
23.1 Consent of Independent Accountants
99.1 Financial Statements of Affiliated Computer Services, Inc. and
Subsidiaries as of June 30, 2001 and each of the three years
in the period ended June 30, 2001, incorporated by reference
from Affiliated Computer Services, Inc. Annual Report on Form
10-K for the fiscal year ended June 30, 2001.
99.2 Financial Statements of Affiliated Computer Services, Inc. and
Subsidiaries as of March 31, 2002 and the nine months ended
March 31, 2002 and 2001, incorporated by reference from
Affiliated Computer Services, Inc. Quarterly Report on Form
10-Q for the period ended March 31, 2002.
99.3 Consolidated Financial Statements of AFSA Data Corporation (A
Subsidiary of FleetBoston Financial Corporation) as of March
31, 2002 (unaudited) and December 31, 2001 and 2000 and for
the three months ended March 31, 2002 and 2001 (unaudited) and
the years ended December 31, 2001 and 2000.
99.4 Unaudited Pro Forma Combined Financial Information
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 hereunto duly authorized.
Dated: July 25, 2002
Affiliated Computer Services, Inc.
By: /s/ Warren D. Edwards
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Warren D. Edwards
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Accountants
99.1 Financial Statements of Affiliated Computer Services, Inc. and
Subsidiaries as of June 30, 2001 and each of the three years
in the period ended June 30, 2001, incorporated by reference
from Affiliated Computer Services, Inc. Annual Report on Form
10-K for the fiscal year ended June 30, 2001.
99.2 Financial Statements of Affiliated Computer Services, Inc. and
Subsidiaries as of March 31, 2002 and the nine months ended
March 31, 2002 and 2001, incorporated by reference from
Affiliated Computer Services, Inc. Quarterly Report on Form
10-Q for the period ended March 31, 2002.
99.3 Consolidated Financial Statements of AFSA Data Corporation (A
Subsidiary of FleetBoston Financial Corporation) as of March
31, 2002 (unaudited) and December 31, 2001 and 2000 and for
the three months ended March 31, 2002 and 2001 (unaudited) and
the years ended December 31, 2001 and 2000.
99.4 Unaudited Pro Forma Combined Financial Information