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
CEO Update October
14, 2009:
I
am thrilled to have the opportunity to address you and share my excitement about
the pending combination of ACS and Xerox. It is an exciting development for both
of our companies, as this transaction will immediately create an enterprise with
revenues of $22 billion, $10 billion of which will be from our 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. I actually
came to ACS when the company I co-founded with my brother was acquired in 1996.
Our company, Unibase, specialized in the data entry subset of business process
outsourcing. At that time, ACS was relatively new to the business process
outsourcing sector, and ACS created an entire service segment dedicated
delivering superior BPO solutions. Today, this business unit is core to ACS’
complete BPO service offerings.
As
we prepared for this transaction, I found myself experiencing the same feeling
of pride I had when ACS acquired Unibase 13 years ago. 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.
The leadership at
ACS and Xerox’s leadership see eye-to-eye on many important issues. One of the
most important is a dedication to customer service. Xerox and ACS have both
built and grown our businesses by focusing on the customer, and this is
something that we will certainly continue to do together.
I
heard this dedication during our recent Top 2000 conference call. The response
from our leaders was exactly what I was expecting – an entrepreneurial desire to
move the business forward to benefit our clients.
Another key
similarity between our companies is a focus on an engaging and inclusive company
culture. Xerox’s CEO, Ursula Burns, and I realize that the success of our
companies is a result of the hard work of the employees who have brought us
here. We clearly stand on the shoulders of giants. We at 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.
I
look forward to working with you and introducing ACS to the Xerox
team.*
Thank you for your
continued hard work.
Sincerely,
Lynn
Blodgett
President &
CEO
Forward-Looking Statements
This document 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 transaction with
Xerox; 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
(including with respect to the Xerox transaction) 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
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 and
June 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 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). The
Company and Xerox will each 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 definitive proxy statement filed with the SEC on
April 14, 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.