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
With change comes the opportunity to
learn something new. We can let change happen – or we
can make things happen as a result. At ACS, change
doesn’t stop us from delivering on our promises. Instead, it
continually challenges us to serve our clients better. The
joining of ACS and Xerox opens the door to a world of growth
opportunities. As a company, we’ll continue to pursue dynamic, new
offerings. As individuals, our personal growth also advances,
as we build our knowledge and develop new skills. How can we be the future, now? By
embracing change and believing we can learn from
ourselves and each other – every day. Forward-Looking Statements This 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. 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, 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.