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
Our customers need us now more than ever... for the right solutions
at the right time. Joe Doherty, Group President Government Solutions In today’s
fast-paced business environment, our customers are constantly responding to new
demands and increasingly complex problems. They look to us to help them adjust
to the changes. As ACS and Xerox come together, our ability to deliver
consistent, reliable support and find innovative solutions to customer needs is
more important than ever. With continued focus and discipline, our company will
provide an even broader range of products and services. How can we be the
future, now? By anticipating our customers’ needs and exceeding their
expectations. 2010 Expands customer care capabilities Broadens global transit
service Strengthens European and global ITO presence Builds Federal market focus
2008 Bolsters learning solutions HRO capabilities Acquires HR consulting and
2006 outsourcing business Deepens transportation vertical Boosts commercial ITO
business 2004 Enters HR BPO market space 2002 Expands finance & accounting
BPO business Major moves into state healthcare vertical 2000 Builds state &
local government vertical Penetrates into Federal market vertical 1998 Expands
BPO & ITO capabilities 1996 1994 Establishes commercial healthcare market
Enters transportation vertical 1992 1990 Enters commercial market 1988 BE THE
FUTURE. NOW. expertise in action ACS
Forward-Looking
Statements
This
communication 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, Xerox filed with the SEC a registration
statement on Form S-4 that included a preliminary joint proxy statement of Xerox
and ACS that also constitutes a preliminary prospects of Xerox and each of the
companies may be filing with the SEC other documents regarding the proposed
transaction. ACS and Xerox will each mail the definitive joint proxy
statement/prospectus to its stockholders. ACS and Xerox urge investors and
security holders to read the definitive 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 definitive joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the definitive 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.