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)
June 10, 2002
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 of Incorporation) (IRS Employer 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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 10, 2002, Affiliated Computer Services, Inc. ("ACS") acquired
100% of the stock of AFSA Data Corp., a subsidiary of Fleet Holding Corp. for
cash consideration of $410,000,000, plus related transaction costs (the AFSA
"Acquisition"). ACS funded the AFSA Acquisition with a combination of cash on
hand, borrowings under its existing $450 million credit facility (the "Credit
Facility") and borrowings under a new 18-month $375 million interim facility
(the "Interim Facility"), led by Goldman Sachs Credit Partners L.P. and Wells
Fargo Texas, National Association. The obligations of ACS under the Interim
Facility are pari passu with ACS' obligations under the Credit Facility.
ITEM 7. EXHIBITS:
10.1 Stock Purchase Agreement dated May 16, 2002 by and among
Fleet National Bank, Fleet Holding Corp., and ACS.
10.2 Credit Agreement dated June 10, 2002 between ACS, as
Borrower, Goldman Sachs Credit Partners L.P., as Co-Lead Arranger, Sole
Bookrunner and Sole Syndication Agent, Wells Fargo Bank Texas, National
Association, as Co-Lead Arranger and Administrative Agent and certain
other lenders and certain guarantors for a $375 million credit
facility.
99.1 Affiliated Computer Services, Inc. Press Release dated
June 10, 2002.
ITEM 9.
ACS hereby incorporates by reference into this Item 9 the information
set forth in its press release, dated June 10, 2002, a copy of which is
furnished herewith as Exhibit 99.1, and shall not be deemed to be filed.
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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: June 12, 2002
Affiliated Computer Services, Inc.
By: /s/ Warren Edwards
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Warren Edwards
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Stock Purchase Agreement dated May 16, 2002 be and among Fleet
National Bank, Fleet Holding Corp., and Affiliated Computer
Services, Inc.
10.2 Credit Agreement dated June 10, 2002 between Affiliated Computer
Services, Inc., as Borrower, Goldman Sachs Credit Partners L.P.,
as Co-Lead Arranger, Sole Bookrunner and Sole Syndication Agent,
Wells Fargo Bank Texas, National Association, as Co-Lead
Arranger and Administrative Agent and certain other lenders
and certain guarantors for a $375 million credit facility.
99.1 Affiliated Computer Services, Inc. Press Release dated June 10,
2002
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