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
Forward-Looking
Statements
This
communication contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 and the provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (which Sections were adopted as part of the
Private Securities Litigation Reform Act of 1995). Such
forward-looking statements and assumptions include, among other things,
statements with respect to our financial condition, results of operations, cash
flows, business strategies, operating efficiencies, indebtedness, litigation,
competitive positions, growth opportunities, plans and objectives of management,
and other matters. Such forward-looking statements are based upon management’s
current knowledge and assumptions about future events and are subject to
numerous assumptions, risks, uncertainties and other factors, many of which are
outside of our control, which could cause actual results to differ materially
from the anticipated results, prospects, performance or achievements expressed
or implied by such statements. Such risks and uncertainties include,
but are not limited to: (a) the cost and cash flow impact of our debt and our
ability to obtain further financing; (b) the complexity of the legal and
regulatory environments in which we operate, including the effect of claims and
litigation; (c) our oversight by the SEC and other regulatory agencies and
investigations by those agencies; (d) our credit rating or further reductions of
our credit rating; (e) a decline in revenues from or a loss or failure of
significant clients; (f) our ability to recover capital investments in
connection with our contracts; (g) possible period-to-period fluctuations in our
non-recurring revenues and related cash flows; (h) competition and our ability
to compete effectively; (i) dissatisfaction with our services by our clients;
(j) our dependency to a significant extent on third party providers, such as
subcontractors, a relatively small number of primary software vendors, utility
providers and network providers; (k) our ability to identify, acquire or
integrate other businesses or technologies; (l) our ability to manage our
operations and our growth; (m) termination rights, audits and investigations
related to our Government contracts; (n) delays in signing and commencing new
business; (o) the effect of some provisions in contracts and our ability to
control costs; (p) claims associated with our actuarial consulting and benefit
plan management services; (q) claims of infringement of third-party intellectual
property rights; (r) laws relating to individually identifiable information; (s)
potential breaches of our security system; (t) the impact of budget deficits
and/or fluctuations in the number of requests for proposals issued by
governments; (u) risks regarding our international and domestic operations; (v)
fluctuations in foreign currency exchange rates; (w) our ability to attract and
retain necessary technical personnel, skilled management and qualified
subcontractors; (x) risks associated with loans that we service; (y) the effect
of certain provisions of our certificate of incorporation, bylaws and Delaware
law and our stock ownership; (z) the price of our Class A common stock; (aa) the
risk that we will not realize all of the anticipated benefits from our proposed
transaction with Xerox; (bb) the risk that customer retention and revenue
expansion goals for the proposed Xerox transaction will not be met and that
disruptions from the proposed Xerox transaction will harm relationships with
customers, employees and suppliers; (cc) the risk that unexpected costs will be
incurred in connection with the proposed Xerox transaction; (dd) the outcome of
litigation, including with respect to the proposed Xerox transaction; (ee)
antitrust and other regulatory proceedings to which we may be a party in
connection with the proposed Xerox transaction; and (ff) the risk that the
proposed Xerox transaction will not close or that our or Xerox’s shareholders
fail to approve the proposed Xerox transaction. For more details on
factors that may cause actual results to differ materially from such
forward-looking statements, please see Item 1A. Risk Factors of our Annual
Report on Form 10-K for the fiscal year ended June 30, 2009 and other reports
from time to time that we file with or furnish to the SEC. Forward-looking
statements contained or referenced in this news release speak only as of the
date of this release. We disclaim, and do not undertake any obligation to,
update or release any revisions to any forward-looking statement.
Additional
Information
The
proposed merger transaction involving ACS and Xerox will be submitted to the
respective stockholders of ACS and Xerox for their consideration. In
connection with the proposed merger, Xerox filed with the SEC, and the SEC
declared effective on December 23, 2009, a registration statement on Form S-4
that included a joint proxy statement of Xerox and ACS that also constitutes a
prospectus of Xerox and each of the companies may be filing with the SEC other
documents regarding the proposed transaction. ACS and Xerox have
mailed the joint proxy statement/prospectus to their
stockholders. ACS
and Xerox urge investors and security holders to read the joint proxy
statement/prospectus regarding the proposed transaction because it contains
important information. You may obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing information
about ACS and Xerox, without charge, at the SEC’s Internet site
(http://www.sec.gov). Copies of the definitive joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive joint proxy statement/prospectus can also be
obtained, when available, without charge, from ACS’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”.
ACS,
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 ACS 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 ACS 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 ACS’s executive officers and
directors in its 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 ACS and Xerox websites using the
contact information above.
“Customers tell us they want a new type of solutions provider.” Mark Boxer Group President, ACS Government Healthcare Solutions
Together ACS and Xerox will be a global leader
in providing the next-generation solutions the market demands. How? By combining
best-in-class BPO, ITO and document technology platforms, increasing service
offerings, expanding our reach and providing instant scale in BPO.
The result: more ideas and creative solutions
to offer our customers.
We can be the future now by…Working together
and being responsive to our customers and teammates. Embracing change and
learning from ourselves and each other every day. Anticipating our customers’
needs and exceeding their expectations. Demonstrating flexibility. Meeting
immediate priorities without losing sight of longer-term objectives. Celebrating
a job well done, while applying creativity and new ideas toward the next great
achievement. For information on Xerox and its pending acquisition of ACS, go to
http://www.acs-inc.com/acsquestions or http://infobank.acs-inc.com > Xerox
Communications Be the future. now.
Forward-Looking StatementsThis release contains
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 and the provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (which Sections were adopted as part of the Private
Securities Litigation Reform Act of 1995). Such forward-looking statements and
assumptions include, among other things, statements with respect to our
financial condition, results of operations, cash flows, business strategies,
operating efficiencies, indebtedness, litigation, competitive positions, growth
opportunities, plans and objectives of management, and other matters. Such
forward-looking statements are based upon management’s current knowledge and
assumptions about future events and are subject to numerous assumptions, risks,
uncertainties and other factors, many of which are outside of our control, which
could cause actual results to differ materially from the anticipated results,
prospects, performance or achievements expressed or implied by such statements.
Such risks and uncertainties include, but are not limited to: (a) the cost and
cash flow impact of our debt and our ability to obtain further financing; (b)
the complexity of the legal and regulatory environments in which we operate,
including the effect of claims and litigation; (c) our oversight by the SEC and
other regulatory agencies and investigations by those agencies; (d) our credit
rating or further reductions of our credit rating; (e) a decline in revenues
from or a loss or failure of significant clients; (f) our ability to recover
capital investments in connection with our contracts; (g) possible
period-to-period fluctuations in our non-recurring revenues and related cash
flows; (h) competition and our ability to compete effectively; (i)
dissatisfaction with our services by our clients; (j) our dependency to a
significant extent on third party providers, such as subcontractors, a
relatively small number of primary software vendors, utility providers and
network providers; (k) our ability to identify, acquire or integrate other
businesses or technologies; (l) our ability to manage our operations and our
growth; (m) termination rights, audits and investigations related to our
Government contracts; (n) delays in signing and commencing new business; (o) the
effect of some provisions in contracts and our ability to control costs; (p)
claims associated with our actuarial consulting and benefit plan management
services; (q) claims of infringement of third-party intellectual property
rights; (r) laws relating to individually identifiable information; (s)
potential breaches of our security system; (t) the impact of budget deficits
and/or fluctuations in the number of requests for proposals issued by
governments; (u) risks regarding our international and domestic operations; (v)
fluctuations in foreign currency exchange rates; (w) our ability to attract and
retain necessary technical personnel, skilled management and qualified
subcontractors; (x) risks associated with loans that we service; (y) the effect
of certain provisions of our certificate of incorporation, bylaws and Delaware
law and our stock ownership; (z) the price of our Class A common stock; (aa) the
risk that we will not realize all of the anticipated benefits from our proposed
transaction with Xerox; (bb) the risk that customer retention and revenue
expansion goals for the proposed Xerox transaction will not be met and that
disruptions from the proposed Xerox transaction will harm relationships with
customers, employees and suppliers; (cc) the risk that unexpected costs will be
incurred in connection with the proposed Xerox transaction; (dd) the outcome of
litigation, including with respect to the proposed Xerox transaction; (ee)
antitrust and other regulatory proceedings to which we may be a party in
connection with the proposed Xerox transaction; and (ff) the risk that the
proposed Xerox transaction will not close or that our or Xerox’s shareholders
fail to approve the proposed Xerox transaction. For more details on factors that
may cause actual results to differ materially from such forward-looking
statements, please see Item 1A. Risk Factors of our Annual Report on Form 10-K
for the fiscal year ended June 30, 2009 and other reports from time to time that
we file with or furnish to the SEC. Forward-looking statements contained or
referenced in this news release speak only as of the date of this release. We
disclaim, and do not undertake any obligation to, update or release any
revisions to any forward-looking
statement.
AdditionalInformation The proposed merger transaction
involving ACS and Xerox will be submitted to the respective stockholders of ACS
and Xerox for their consideration. In connection with the proposed merger, ACS
will file a joint proxy statement with the SEC (which such joint proxy statement
will form a prospectus of a registration statement on Form S-4 that will be
filed by Xerox with the SEC). ACS and Xerox will each mail the joint proxy
statement/prospectus to its stockholders. ACS 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 ACS
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 ACS’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”. ACS, 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 ACS 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 ACS 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 ACS’s executive
officers and directors in its 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 ACS and Xerox websites using the contact
information
above.