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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 24, 2001
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 (IRS Employer
of Incorporation) 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)
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
On August 24, 2001, Affiliated Computer Services ("ACS") acquired 100% of the
stock of Lockheed Martin IMS Corporation ("IMS"), a subsidiary of Lockheed
Martin Corporation, for $825 million in cash plus related transaction costs (the
"IMS Acquisition"). ACS funded the IMS Acquisition with a combination of cash on
hand, borrowings under its existing $450 million credit facility ("Credit
Facility") and borrowings under a new 18-month $550 million interim facility
("Interim Facility"), led by Bear, Stearns & Co. Inc. and Wells Fargo, N. A. The
obligations of ACS under the Interim Facility are pari passu with the
obligations under the existing Credit Facility. In connection with the
foregoing, ACS amended the Credit Facility in order to adjust certain covenants
to permit the IMS Acquisition ("Amendment").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired:
(1) Consolidated Audited Financial Statements of Lockheed Martin IMS
Corporation (A Subsidiary of Lockheed Martin Corporation) as of
December 31, 2000 and 1999 and for each of the three years in the
period ended December 31, 2000.
(2) Unaudited Consolidated Financial Statements of Lockheed Martin IMS
Corporation (A Subsidiary of Lockheed Martin Corporation) as of June
30, 2001 and for the six months ended June 30, 2001 and 2000.
(b) Unaudited Pro Forma Combined Financial Statements:
(1) Unaudited Pro Forma Combined Balance Sheet as of June 30, 2001
(2) Unaudited Pro Forma Combined Statement of Income for the year ended
June 30, 2001
(3) Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits:
10.1 Stock Purchase Agreement dated August 24, 2001 by and among Lockheed
Martin Corporation, Lockheed Martin Investments, Inc. and Affiliated
Computer Services, Inc.
10.2 Credit Agreement dated August 24, 2001 between Affiliated Computer
Services, Inc., Borrower, Bear Stearns Corporate Lending Inc.,
Administrative Agent and Syndication Agent; Bear, Stearns & Co. Inc.,
Bookrunner and Co-Lead Arranger; Wells Fargo Bank Texas, N.A.,
Documentation Agent and Co-Lead Arranger; Certain Lenders and Certain
Subsidiary Guarantors for $550,000,000 Senior Credit Facility
10.3 Second Amendment to Credit Agreement and Consent dated August 10, 2001
between Affiliated Computer Services, Inc., Wells Fargo Bank Texas,
N.A., Agent; Bank One, N.A., Co-Agent; and Certain Lenders for
$450,000,000 Revolving Credit Facility
23.1 Consent of Ernst and Young, LLP
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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 Consolidated Audited Financial Statements of Lockheed Martin IMS
Corporation (A Subsidiary of Lockheed Martin Corporation) as of
December 31, 2000 and 1999 and for each of the three years in the
period ended December 31, 2000.
99.3 Unaudited Consolidated Financial Statements of Lockheed Martin IMS
Corporation (A Subsidiary of Lockheed Martin Corporation) as of June
30, 2001 and for the six months ended June 30, 2001 and 2000.
99.4 Unaudited Pro Forma Combined Financial Information
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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: August 29, 2001
Affiliated Computer Services, Inc.
By: /s/ WARREN D. EDWARDS
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Warren D. Edwards
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 Stock Purchase Agreement dated August 24, 2001 by and among
Lockheed Martin Corporation, Lockheed Martin Investments, Inc.
and Affiliated Computer Services, Inc.
10.2 Credit Agreement dated August 24, 2001 between Affiliated
Computer Services, Inc., Borrower, Bear Stearns Corporate Lending
Inc., Administrative Agent and Syndication Agent; Bear, Stearns &
Co. Inc., Bookrunner and Co-Lead Arranger; Wells Fargo Bank
Texas, N.A., Documentation Agent and Co-Lead Arranger; Certain
Lenders and Certain Subsidiary Guarantors for $550,000,000 Senior
Credit Facility
10.3 Second Amendment to Credit Agreement and Consent dated August 10,
2001 between Affiliated Computer Services, Inc., Wells Fargo Bank
Texas, N.A., Agent; Bank One, N.A., Co-Agent; and Certain Lenders
for $450,000,000 Revolving Credit Facility
23.1 Consent of Ernst and Young, LLP
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 Consolidated Audited Financial Statements of Lockheed Martin IMS
Corporation (A Subsidiary of Lockheed Martin Corporation) as of
December 31, 2000 and 1999 and for each of the three years in the
period ended December 31, 2000.
99.3 Unaudited Consolidated Financial Statements of Lockheed Martin
IMS Corporation (A Subsidiary of Lockheed Martin Corporation) as
of June 30, 2001 and for the six months ended June 30, 2001 and
2000.
99.4 Unaudited Pro Forma Combined Financial Information