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
November 4, 2009 “Together we can do more than any of us can do
individually.” Ann Vezina, Group President ACS Enterprise Solutions and Services
While change is in the air, each of our individual efforts will collectively
shape the future of our company just as they have propelled ACS along its
impressive journey so far. It’s this unwavering commitment of many that will
help two powerhouses – ACS and Xerox – come together to create something greater
than either could have alone. It may be many weeks before ACS and Xerox join
forces. But that’s an eternity when you consider what we accomplish on behalf of
our clients every day. How can we be the future, now? Quite simply by focusing
on our ACS goals and values – working together and being responsive to our
customers and teammates. 1988 ACS Founded 1990 1992 1994 ACS Goes Public 1996
ACS Lists on New York Stock Exchange 1998 2000 2002 2004 2006 2008 ACS
Celebrates 20th Anniversary 2010 ACS Teams up with Xerox BE THE FUTURE. NOW.
expertise in action™ A C S® 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.