1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2001
REGISTRATION NO. 333-90943, 333-90943-01, 333-90943-02
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0310342
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ACS CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ACS CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2828 NORTH HASKELL AVENUE WILLIAM L. DECKELMAN, JR.
DALLAS, TEXAS 75204 EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
(214) 841-6111 SECRETARY AFFILIATED COMPUTER SERVICES, INC.
(Address, including zip code, and 2828 NORTH HASKELL AVENUE
telephone number, including area code, DALLAS, TEXAS 75204
of registrant's principal executive offices) (214) 841-6144
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------
Copy to:
C. NEEL LEMON, III
CURTIS B. ANDERSON
BAKER BOTTS L.L.P.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 953-6954
----------
Approximate date of commencement of proposed sale to the public: Not
applicable - Registration Statement is being terminated.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
================================================================================
2
PURPOSE OF AMENDMENT
Termination of Offering and Removal of Securities from Registration
Pursuant to the Registration Statement on Form S-3 (Commission File
No. 333-90943) (the "Registration Statement"), the Registrants registered Debt
Securities, Class A Common Stock, Preferred Stock, Depositary Shares, Warrants,
ACS Capital Trust I Capital Securities, ACS Capital Trust II Capital Securities
and Guarantees of Affiliated Computer Services, Inc. with respect to the ACS
Capital Trust I and ACS Capital Trust II Capital Securities, up to a maximum
aggregate offering price of $500,000,000. None of these registered securities
have been sold, the Registrants do not intend to sell any of the registered
securities pursuant to the Registration Statement and the offering contemplated
by the Registration Statement has terminated. Pursuant to the undertakings in
Item 17 of the Registration Statement, the Registrants are removing from
registration, by means of this Post-Effective Amendment No. 1 to the
Registration Statement, all of the securities registered under the Registration
Statement.
II-1
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 27th day of August, 2001.
Affiliated Computer Services, Inc.
By: /s/ WARREN EDWARDS
-----------------------------------
Warren Edwards
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
* Chairman of the Board and Director August 27, 2001
-------------------------------------------
Darwin Deason
President, Chief Executive Officer
/s/ JEFFREY A. RICH and Director August 27, 2001
-------------------------------------------
Jeffrey A. Rich
Senior Vice President,
/s/ KEVIN KYSER and Corporate Controller August 27, 2001
-------------------------------------------
Kevin Kyser
Executive Vice President
/s/ WARREN EDWARDS and Chief Financial Officer August 27, 2001
-------------------------------------------
Warren Edwards
Executive Vice President
* and Director August 27, 2001
-------------------------------------------
Henry G. Hortenstine
Executive Vice President, Secretary,
/s/ WILLIAM L. DECKELMAN, JR. General Counsel and Director August 27, 2001
-------------------------------------------
William L. Deckelman, Jr.
* Director August 27, 2001
-------------------------------------------
Peter A. Bracken
* Director August 27, 2001
-------------------------------------------
Joseph P. O'Neill
* Director August 27, 2001
-------------------------------------------
Frank A. Rossi
II-2
4
SIGNATURES TITLE DATE
---------- ----- ----
* Director August 27, 2001
-------------------------------------------
Clifford M. Kendall
* By: /s/ JEFFREY A. RICH
------------------------------------
Jeffrey A. Rich
Attorney-in-Fact for such persons pursuant to the powers of attorney
dated November 12, 1999.
II-3
5
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 27th day of August, 2001.
ACS CAPITAL TRUST I
By: Affiliated Computer Services, Inc.,
Trust Sponsor
By: /s/ WARREN EDWARDS
----------------------------------
Warren Edwards
Executive Vice President and
Chief Financial Officer
II-4
6
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 27th day of August, 2001.
ACS CAPITAL TRUST II
By: Affiliated Computer Services, Inc.,
Trust Sponsor
By: /s/ WARREN EDWARDS
----------------------------------
Warren Edwards
Executive Vice President and
Chief Financial Officer
II-5