Filed by
Affiliated Computer Services, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of
1934
Subject
Company: Affiliated Computer Services, Inc.
Commission
File No.: 1-12665
Lynn R.
Blodgett is one of nine children of pioneering parents – pioneers in the budding
information technology industry in the 1960s. Lynn’s voyage to CEO of Affiliated
Computer Services began then.
With a
chronically ill daughter, Lynn’s parents rented a data keypunch machine so the
family could work close to home. They grew their home-based business into a
technology and business service provider for a Boston-based computer company,
and became pioneers in what is now business process outsourcing, or
BPO.
“All the
kids learned the computer business literally at my mother’s knee, working in my
sister’s bedroom,” Lynn told an interviewer on the Charles Osgood television
program a couple of years ago. “It’s pretty amazing that a lot of the principles
that she and my father sort of perfected, we use now in a company that has over
60,000 people.”
Of
course, the ever-expanding ACS now has 76,000 employees.
Journey
to ACS
In the
1980s, Lynn and one of his brothers struck off on their own and founded their
own company. Lynn often tells stories about their early years, such as the time
he flew to London, with only $50 in his pocket, to meet with a potential
investor. He got the money.
By 1996,
the Blodgett brothers’ had a multi-million dollar company named Unibase.
Affiliated Computer Services acquired it that year.
Lynn
became a key player at ACS, contributing to its steady and continuing growth
over the next 13 years. He became a director in September 2005, and currently
serves as ACS president and chief executive officer. Prior to assuming his
current role, he served as executive vice president and chief operating officer,
and, before that, he served as executive vice president and group president of
Commercial Solutions.
Journey
to Xerox
The
agreement to combine ACS and Xerox is, as Lynn said at the time of the
announcement, a most exciting development for both companies. It immediately
creates an enterprise with revenues of $22 billion, $10 billion of which will be
from the combined services business.
“Throughout
ACS’ history, we have made many strategic acquisitions, and we fully understand
the value of combining two strong businesses that complement each other,” Lynn
said. He added that when he came to ACS with the acquisition of Unibase, his
company specialized in the data entry subset of business process
outsourcing.
“At that
time, ACS was relatively new to the business process outsourcing sector, and we
created an entire service segment dedicated to delivering superior BPO
solutions,” Lynn said. “Today, this business unit is core to our complete BPO
service offerings.”
Lynn said
he experienced the same feeling of pride during the announcement of the pending
Xerox acquisition that he had when ACS acquired Unibase.
“Just as
we successfully built Unibase and found a terrific partner in ACS to capitalize
on our potential, today ACS has found a new home – one that will take us to new
heights and in which we will play a pivotal role in making Xerox a world leader
in providing business process solutions,“ he said.
Lynn
noted that the leadership at ACS and Xerox see eye-to-eye on many important
issues, most importantly a dedication to customer service and a company culture
that is engaging and inclusive.
“Ursula
and I realize that the success of our companies is a result of the hard work of
the employees who brought us here,” he said. “ACS cannot wait to learn from
Xerox’s talented team, and we are excited to have the opportunity to offer some
expertise of our own.”
A
personal drive
What
drives Lynn Blodgett, the man?
In
addition to his drive to run a successful business, Lynn follows a similar path
in his pursuit of lifelong personal avocations. A master falconer, he became
enamored with the birds of prey as a young boy. He is fascinated by their
ability to see great distances and to hone in on one object far away. He also
pursued photography, developing his own pictures, and taking portraits of his
children. Lynn eventually worked with professional photographers.
Today,
his photographs of the homeless comprise a book called "Finding Grace: The Face
of America’s Homeless.” American Photo lists it as a top photography book of
2007. Proceeds from the book and contributions to fundraising events that use
the photos have raised more than $6 million for the homeless.
In
addition, Lynn is the devoted father of eight, a fan of poet Emily Dickinson,
and a connoisseur of music. (He has a weakness for Eric Clapton and Etta James.)
Lynn attended Brigham Young University before starting his long and successful
career.
Who is
Lynn Blodgett? He is a passionate top executive, a skilled master falconer, a
music lover and a devoted member of a large and extended family. Lynn balances a
very full life – he is what one interviewer called a true renaissance
man.
Forward-Looking
Statements
This
release contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as
they relate to us, are intended to identify forward-looking statements. These
statements reflect management’s current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual results to differ
materially. These factors include but are not limited to: the
unprecedented volatility in the global economy; the risk that the future
business operations of the Company will not be successful; the risk that we will
not realize all of the anticipated benefits from our acquisition of the Company;
the risk that customer retention and revenue expansion goals for the Xerox
transaction will not be met and that disruptions from the Xerox transaction will
harm relationships with customers, employees and suppliers; the risk that
unexpected costs will be incurred; the outcome of litigation and regulatory
proceedings to which we may be a party; actions of competitors; changes and
developments affecting our industry; quarterly or cyclical variations in
financial results; development of new products and services; interest rates and
cost of borrowing; our ability to protect our intellectual property rights; our
ability to maintain and improve cost efficiency of operations, including savings
from restructuring actions; changes in foreign currency exchange rates; changes
in economic conditions, political conditions, trade protection measures,
licensing requirements and tax matters in the foreign countries in which we do
business; reliance on third parties for manufacturing of products and provision
of services; and other factors that are set forth in the “Risk Factors” section,
the “Legal Proceedings” section, the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section and other sections of our
Quarterly Report on our 2009 Annual Report on Form 10-K and Xerox’s 2008 Annual
Report on Form 10-K and Quarterly Report on Form 10-Q for the quarters ended
March 31, 2009, June 30, 2009 and September 30, 2009 filed with the
Securities and Exchange Commission. The Company assumes no obligation to update
any forward-looking statements as a result of new information or future events
or developments, except as required by law.
Additional
Information
The
proposed merger transaction involving the Company and Xerox will be submitted to
the respective stockholders of the Company and Xerox for their
consideration. In connection with the proposed merger, the Company
will file with the SEC a registration statement on Form S-4 that will include a
joint proxy statement of the Company and Xerox that also constitutes a
prospectus of the Company. The Company will mail the joint proxy
statement/prospectus to its stockholders. The Company and Xerox urge investors and security
holders to read the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available because it will contain important
information. You may obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about the
Company and Xerox, without charge, at the SEC’s Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus
and the filings with the SEC that will be incorporated by reference in the joint
proxy statement/prospectus can also be obtained, when available, without charge,
from the Company’s website, www.acs-inc.com, under the heading “Investor
Relations” and then under the heading “SEC Filings”. You may also
obtain these documents, without charge, from Xerox’s website, www.xerox.com,
under the tab “Investor Relations” and then under the heading “SEC
Filings”.
The
Company, Xerox and their respective directors, executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the respective stockholders of the Company and
Xerox in favor of the merger. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of
the respective stockholders of the Company and Xerox in connection with the
proposed merger will be set forth in the joint proxy statement/prospectus when
it is filed with the SEC. You can find information about the
Company’s executive officers and directors in its Annual Report on Form 10-K
filed with the SEC on August 27, 2009. You can find information about
Xerox’s executive officers and directors in its definitive proxy statement filed
with the SEC on April 6, 2009. You can obtain free copies of these
documents from the Company and Xerox websites using the contact information
above.