UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
ý
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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ý
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Soliciting Material Pursuant to §240.14a-12
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First Consulting Group, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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Filed by First Consulting Group, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: First Consulting Group, Inc.
Commission File No.: 000-23651
This filing relates to the proposed acquisition of First Consulting Group, Inc. (
FCG
) by Computer
Sciences Corporation (
CSC
) pursuant to the terms of an Agreement and Plan of Merger, dated as of
October 30, 2007 by and among FCG, LB Acquisition Corp. and CSC. The Agreement and Plan of Merger
is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form
8-K filed by FCG on October 31, 2007 and is incorporated by reference into this filing.
The following updated Frequently Asked Questions was provided to FCG employees on November 7, 2007:
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Frequently Asked Questions
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Updated 11/7/07
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Q #
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Immediate Questions about the
Transaction/Organization
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Answer
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Changes Made
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TR1
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Who is CSC? Where are they located?
What do they do? Do they have a
website? How many employees do they
have?
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CSC was founded in 1959 and currently employees 87,000
employees in 92 countries. They reported revenue of $14.9
billion for the 12 months ended March 30, 2007. CSCs Global
Services include consulting and planning to systems integration
and outsourcing. CSC currently services 15 different
industries. CSCs Corporate Headquarters is located in El
Segundo, California. More information about CSC can be found by
going to their website at www.CSC.com.
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Modified 11/1/07
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TR2
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Why have we entered into this agreement
with CSC?
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CSC is at the forefront of the global IT services industry and
a very strong player in the healthcare IT space, and adding
FCGs deep healthcare and life sciences domain knowledge and
history to the CSC family makes for a compelling combination.
Our board and management believe this transaction is the best
of both worlds it should deliver significant value to our
stockholders and it should create opportunities for FCG
employees and clients to work with CSCs world class
organization and technology platforms.
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TR3
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Who is CSCs CEO?
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Mr. Laphen is chairman, president and chief executive officer
of CSC. He was appointed chairman on July 30, 2007, and was
elected to the position of chief executive officer on May 21,
2007. Earlier in 2007, he was elected to the board of directors
of the company. Mr. Laphen joined the company in 1977 and has
held a number of senior positions that have provided a
comprehensive mix of technical, financial and general
management experiences in diverse commercial, public sector,
and international markets. Most recently, Mr. Laphen was the
companys president and chief operating office responsible for
the effective execution of CSCs business plan and for ensuring
operational excellence in the delivery of services to clients
around the globe. He also served as the chief executive of
CSCs European Group from 2000 to 2003. Prior to his European
assignment, Mr. Laphen served as president of the companys
Federal Sector Civil Group where he was responsible for all
CSC business with the United States Federal government civil
agencies.
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TR4
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What happens to our current CEO, Larry
Ferguson?
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That has not been determined yet.
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TR5
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What division of CSC will FCG be in?
Will all of FCG be in the same division
or will we be placed by business unit
into the appropriate division?
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Question for CSC
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TR6
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When is the transaction expected to
close?
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Targeted close is first quarter of 2008.
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TR7
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What do I need to do now?
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You should proceed with business as usual in all circumstances
until the transaction is closed. Until then, we will operate as
we have always operated.
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TR8
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Who can I talk to if I have questions?
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FCG has created an email account specifically for questions
regarding the transition. You may email us at
xxxxxxxxxx@fcg.com for any questions you would like answered
that are not addressed on this initial document. New questions
and answers will be posted as the information becomes
available.
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TR9
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What if someone from CSC calls me for
information?
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You should direct any inquiries to your Business Unit President
or any EC member.
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TR10
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What is going to happen to each
Business Unit?
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Your BU President will address this in more detail with you.
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TR11
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Who will be communicating with my
client and when?
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Clients are receiving information directly from senior
leadership. If you hear of any client issues, please forward
them directly to your Business Unit President so that they may
be addressed.
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TR12
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Will any of FCGs contracts be affected?
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None of our contracts should be affected by this acquisition.
The transition should be seamless to the client and the staff
as we continue to meeting the clients needs on an on-going
basis.
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Modified 11/1/07
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TR13
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Are they going to move the Corporate
Office?
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CSCs corporate headquarters is in El Segundo, California. Any
corporate functions will operate out of El Segundo and not Long
Beach.
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TR14
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Are they going to shut down any of our
offices?
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Unknown at this time, but as we learn more from CSC we will
share the information.
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TR15
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What happens to the FCG name and when
would it happen?
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Unknown at this time, but as we learn more from CSC we will
share the information.
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TR16
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What does it mean that this needs to be
approved by FCGs stockholders?
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We have entered into a merger agreement with CSC to acquire
FCG. The merger cannot be completed unless we obtain
stockholder approval of the transaction. The vote required for
this approval is a favorable vote of a majority of the
outstanding shares of our common stock. At the appropriate
time, we call a special meeting of our stockholders to obtain
the required approval. Prior to the special meeting, we will
distribute a proxy statement that will contain important
information about the merger. You are encouraged to read the
proxy statement in its entirety when it becomes available.
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TR17
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Why do you not know any of these
answers yet?
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We are working with CSC now and will address unanswered items
as soon as possible. This is a normal part of this process.
Information will become available as the two parties work
through the transition. As soon as it is finalized, we will be
happy to share it with you.
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Added Questions as of 11/1/07
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TR49
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Are we merging with CSC or are they
purchasing us? If purchased, does that
mean FCG will no longer exist or will
FCG be an organization within CSC?
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CSC is acquiring FCG through a legal form of acquisition called
a merger. CSC is setting up a subsidiary that will be merged
into FCG and FCG will end up as a wholly owned subsidiary of
CSC. So, the transaction is called a merger because it is the
legal structure, but CSC is basically acquiring FCG.
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Added 11/2/07
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TR50
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It would be helpful to understand the
difference between a merger and an
acquisition as the email from Larry had
these two conflicting statements
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A merger is a legal form of an acquisition. In this
transaction, CSC is acquiring FCG through a legal merger. CSC
is setting up a subsidiary company that will be merged into
FCG, and FCG will become a wholly owned subsidiary of CSC. A
merger is one way to achieve an acquisition.
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Added 11/2/07
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TR51
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Are we going to keep the FCG name that
is so highly recognized and respected
in the Health Care communities? Will
the FCG logo be changed?
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We will ask CSC.
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Added 11/2/07
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TR52
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Which firm is serving as the investment
banker?
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Per our press release William Blair & Company is acting as
financial advisor to the Board of Directors of FCG.
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Added 11/2/07
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TR53
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Why did this happen? Were we in
financial trouble? Was this a hostile
take-over?
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Please refer to Larrys announcement to employees about why
this happened. The company is financially stable. As of
September 30, 2007, we had no material debt and over $90M cash
in the bank. No, this was not a hostile take-over. This was a
negotiated transaction and was the end result of an auction
process that was authorized by FCGs board of directors and led
by our financial advisors from William Blair & Company. Please
read the proxy statement when it is filed with the SEC for more
information about the background and events leading to the
transaction announcement.
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Added 11/2/07
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TR54
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At what time will we be working
collaboratively with CSC? In other
words, how soon will we start
communicating with each other directly?
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CSC is not able to communicate directly with employees until
after the shareholder vote. Prior to the vote, executives from
both CSC and FCG will be working together on a transition plan.
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Added 11/2/07
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TR55
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How will this information be
communicated to FCGs clients? Will
they be notified on a personal level?
What will be the process for
notification?
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Each BU President created a list of their clients to be
contacted once the deal was announced. The intent was to have
one of the BU leaders call each client personally and make sure
that they knew about the merger and answer any of their
questions. The majority of clients have been contacted at this
point.
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Added 11/2/07
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TR56
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What can people from CSC say to our
clients? What do we tell a client who
insists on talking to someone from CSC?
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Until the transaction closes, FCG client contact should be made
only by FCG personnel. If you have a client that insists,
please contact your BU President.
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Added 11/2/07
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TR57
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Is their organization a vertical like
ours? How are they organized?
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We will ask CSC. In the meantime, please feel free to access
their website www.csc.com for information on how they are
organized.
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Added 11/2/07
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TR58
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How will the merger affect our project
management methodology?
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We will ask CSC.
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Added 11/2/07
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TR59
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How could the duplication of services
from CSC affect us?
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We will ask CSC.
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Added 11/2/07
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TR60
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Are expenditures and costs (budgeted
funds) allocated for projects already
in place going to be halted? Or
postponed due to this?
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We do not expect current projects at clients to be impacted. If
it is an internal project specific to your Business Unit or
Corporate area, you should ask your VP for further guidance.
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Added 11/2/07
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TR61
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How will this affect any new hires I
have coming onboard? Folks starting in
November...will they be notified ahead
of time? And how?
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The Hiring VP or Manager should notify them about the change.
On the new hire website, we have placed a link to Larrys
announcement, the press release and the FAQs. Also, in
orientation, we are covering information about the merger.
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Added 11/2/07
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TR62
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What happens with our non-compete
agreements? Are we now free agents or
will we be held to our agreements?
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Your agreements are not impacted by the transaction. They will
remain in effect. These agreements are not non-compete
agreements, they are non-solicitation agreements, meaning you
cannot solicit clients with whom you have worked or employees
of FCG (and CSC once the transaction closes). The agreement is
not a prohibition on working for any other company, except a
client with whom you have worked, and in that situation, it
would be subject to the consent of FCG (or CSC once the
transaction closes). The employee agreement also contains
customary confidentiality and inventions assignments provisions
that are important to FCG and CSC.
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Added 11/2/07
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TR63
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As the year winds down, I know several
projects are ending. How dangerous is
it to be on the bench when this merger
takes place? How does CSC feel about
the bench?
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We will ask CSC.
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Added 11/2/07
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TR64
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CSC has a large global presence? How
will this affect our offshore centers?
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We will ask CSC.
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Added 11/2/07
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TR65
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What will happen to all the hardware
weve been issued by FCG?
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That has not been determined yet. We will let you know as soon
as we know.
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Added 11/2/07
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Added Questions as of 11/7/07
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TR 101
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When will the stockholder vote to
approve the acquisition take place?
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It is currently expected to occur in the first quarter of 2008.
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Added 11/7/07
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TR 102
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What happens if the stockholders do not
approve the sale of FCG?
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FCG will continue as an independent company.
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Added 11/7/07
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TR 103
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How will FCG address clients who do not
want to close business until they see
the impact of the acquisition?
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As with any sales to a prospective client, we will try to
understand their issues and provide as much information as
possible so as to keep the sales cycle moving ahead.
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Added 11/7/07
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TR 104
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Where is the closest CSC office to the
FCG Wayne office?
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Approximately 3 miles North East on the same road
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Added 11/7/07
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TR 105
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Will CSC have orientation once the deal
is closed so we can learn about CSC?
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We will ask CSC.
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Added 11/7/07
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TR 106
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What positives does FCG bring to CSC?
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Our people and our clients. Our technical knowledge,
proprietary software products and our industry specific
knowledge. Our offshore capability.
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Added 11/7/07
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TR 107
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What mechanism does CSC use for
quality/process improvement? How
important is quality improvement to
CSC? Who is involved in quality
initiatives?
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We will ask CSC.
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Added 11/7/07
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TR 108
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What are the listed values of CSC? Does
senior leadership know the most
important value to the CEO?
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We will ask CSC.
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Added 11/7/07
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TR 109
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What is the percent wage differential
between the top 10 senior leaders and
the lowest paid employees?
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Compensation of any individuals or groups are considered
private information unless required for public disclosure.
Please see CSCs public filings (e.g. proxy) on their website
to view publicly disclosable information regarding compensation
at CSC.
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Added 11/7/07
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TR 110
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Can CSC leadership describe one thing
that makes them the most proud?
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We will ask CSC.
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Added 11/7/07
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TR 111
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How will the corporate AMEX card
policies be changed and what is CSC
policy in the use of the corporate
card?
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We will ask CSC.
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Added 11/7/07
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TR 112
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How big a footprint does CSC have in
the healthcare vertical market?
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We will ask CSC.
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Added 11/7/07
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TR 113
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Do you know how CSC has handled other
acquisitions? How have the people been
treated?
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We will ask CSC.
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Added 11/7/07
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TR 114
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If CSC decides to consolidate a
department within FCG, would those FCG
employees have an opportunity to apply
for any open positions available within
CSC? Will CSC also provide ample time
for those FCG employees to view and
apply for these positions?
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We will ask CSC.
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Added 11/7/07
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Employment related questions
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Answer
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ER 18
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Will the acquisition affect my job
security?
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This will not impact your job security with FCG as long as you
continue to perform satisfactorily. As with any job, you are
expected to meet all performance expectations. As part of the
transition and integration planning effort, some functions and
positions will be consolidated. As a result, a small number of
employees may be affected, primarily in the infrastructure
support areas. We are committed to assist in placement
opportunities in other CSC positions as available.
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Modified 11/1/07
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ER 19
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How will I know if I have a job or not
with CSC?
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At some point over the next few months, your BU President or
CSC will let you know the plans.
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ER 20
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When will we know our job status?
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Unknown at this time, but as we learn more from CSC we will
share the information.
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ER 21
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Will I have to interview for a job with
CSC?
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Unknown at this time, but as we learn more from CSC we will
share the information.
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ER 22
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Can I transfer to a different job
within CSC?
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Unknown at this time, but as we learn more from CSC we will
share the information.
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ER 23
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Will my title change if Im offered a
job with CSC?
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FCG employees will be aligned with CSCs job classification
system and there may be some resultant change in title.
However, CSC has committed to make every reasonable attempt to
assure a new title conveys the same level of professional
accomplishment and responsibility as your current title today.
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Modified 11/1/07
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ER 24
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Will my job responsibilities change?
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It is anticipated that your job will remain the same. Over
time, work processes may be reviewed and enhancements
implemented.
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Modified 11/1/07
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ER 25
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If I work for CSC, will I get the same
salary?
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Yes, if its the same job that you are doing for FCG.
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ER 26
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Who will I report to and where?
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You will report to the same manager at the same work location.
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Modified 11/1/07
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ER 27
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Where do I fit in the new organization?
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Over the following months, you will receive more information
about this from your BU President as well as CSC.
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ER 28
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Can I continue to work virtually?
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For FCG, yes. CSC, also, allows its employees to work virtually.
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Modified 11/1/07
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ER 29
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Are there any changes to the policies
and processes?
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Continue to follow current policy and processes, as part of the
integration and transition planning process, any changes in
policy and processes will be communicated.
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Modified 11/1/07
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ER 30
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What happens if I am laid off after the
deal close date?
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The merger agreement between CSC & FCG will provide coverage
under FCG severance guidelines for a period of six months after
closing of the acquisition if your job is eliminated by
reduction-in-force.
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Modified 11/1/07
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ER 31
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If I decide to leave now, can I get a
severance package?
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No. Severance will only be paid if your position is eliminated
by CSC as a result of the transaction, and you stay through the
requested date of separation.
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ER 32
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Will there be outplacement services
offered for those who lose their jobs?
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Employees at Manager level and above will receive outplacement
services. For all others, they will receive a detailed guide on
career transition.
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ER 33
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What happens to my Immigration process
if I am pending a Green Card?
|
|
|
Processing would continue as long as your employment continues.
You should contact HR for any case specific information.
|
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|
ER 34
|
|
|
What happens if Im in the US on an L-1
Visa working on a project?
|
|
|
You will continue to support your client in your current role
for so long as your employment continues.
|
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|
Added Questions as of 11/1/07
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ER 66
|
|
|
Will we be required to reapply for our
positions?
|
|
|
We have not heard that this would happen but we will ask CSC to
be certain.
|
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|
Added 11/2/07
|
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|
ER 67
|
|
|
Will we be required to bid upon jobs as
transitionally employed of CSC than
FCG?
|
|
|
We are not aware of any bidding process for jobs.
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|
Added 11/2/07
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|
ER 68
|
|
|
I am in the last stage of my green card
process, how is this going to affect
that process as I am not supposed to
change companies during this process?
|
|
|
The transition does not affect your green card process as long
as you continue to be employed with the company. Mergers are
not considered new companies for this process.
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|
Added 11/2/07
|
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|
ER 69
|
|
|
Will I have a chance with Green Card
since in future we will be working for
CSC?
|
|
|
The transition should not affect any green cards that are in
process. If your green card is not in process yet and you are
planning on applying for one, we will need to obtain guidance
from CSC on their guidelines around green cards before we would
start
|
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|
Added 11/2/07
|
|
|
ER 70
|
|
|
What is the annual review cycle for CSC
and how will our two planned annual
reviews on 4/1/08 and 7/1/08 be
affected? Does CSC have anything
similar to PCADS? What is their annual
review timing anniversary date,
focal?
|
|
|
We will ask CSC.
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|
Added 11/2/07
|
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|
ER 71
|
|
|
My work day is 7 hours, will that
remain the same?
|
|
|
We will ask CSC.
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|
Added 11/2/07
|
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|
ER 72
|
|
|
Im on process of applying for L1 Visa
to work onshore. Will this merger
affect the process?
|
|
|
This should not impact your Visa process at this time.
|
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|
Added 11/2/07
|
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|
ER 73
|
|
|
If we are currently going through the
immigration process to get green card
through FCG. I saw in the FAQs that
the process is going to continue as
long as we are employed with FCG/CSC.
If there are any additional costs
incurred (lawyer fees, application fees
etc.) because of this merger and change
of companies, who will bear those costs
(employee or CSC)? Also will there be
any impact on the process itself (for
example: more delay with the green card
process etc.)?
|
|
|
We will ask CSC about who bears any additional costs and if
there are any expected delays for green cards in a situation
such as this.
|
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|
Added 11/2/07
|
|
|
ER 74
|
|
|
Why does this headhunter/recruiter
calling me seem to know more about what
is happening in this deal than my
leadership is telling me?
|
|
|
FCG does not share information on the merger with headhunters
or recruiters beyond publicly released information in press
releases and filings with the Securities and Exchange
Commission which are available to the general public.
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|
|
Added 11/2/07
|
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|
ER 75
|
|
|
Will they allow us to work virtually
still or will we have to be officed on
days were not at client sites? If so,
will they relocate us? And, when get we
get a list of offices and locations?
|
|
|
We will ask CSC.
|
|
|
Added 11/2/07
|
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|
Added Questions as of 11/7/07
|
|
|
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|
ER115
|
|
|
How will the transition impact per
diems, if at all?
|
|
|
We will ask CSC about their policy regarding per diem employees.
|
|
|
Added 11/7/07
|
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|
ER116
|
|
|
Where does KITE go? Do we merge our
intellectual capital with their site?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
ER117
|
|
|
When is the trading window for close of
Q3 going to open?
|
|
|
Transactions in FCG stock are subject to FCGs insider trading
policy. You should contact Mike Zuercher with any specific
questions.
|
|
|
Added 11/7/07
|
|
|
ER118
|
|
|
List reasons why FCG employees would
want to work for CSC.
|
|
|
We will ask CSC about this. The reasons to work at CSC will be
based on individual preferences and priorities just like
every employee at FCG works here for reasons unique to them. In
the meantime, please reference their website. It has this
information publicly.
|
|
|
Added 11/7/07
|
|
|
ER119
|
|
|
What mechanisms does CSC use to
assimiliate the employees into the
culture of CSC?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
ER120
|
|
|
Will we have a formal orientation
period? Describe the process.
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
ER121
|
|
|
Describe the mechanism for traveling.
Does CSC have a corporate person make
arrangements? Do employees keep their
airline and hotel points?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
ER122
|
|
|
How does CSC gauge employee
satisfaction? Over the past 3 years,
what changes have occurred based on
employee feedback?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
ER123
|
|
|
How does CSC hold managers and
employees accountable for the metrics?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
|
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|
Compensation & Benefits Questions
|
|
|
Answer
|
|
|
|
|
|
CB 35
|
|
|
What happens to the FCG
Management Bonus Plan?
|
|
|
It will continue to
apply until the
merger closes, and
payments will be
made under the
plans if
performance
parameters are
achieved.
|
|
|
|
|
|
CB 36
|
|
|
Will my pay change?
|
|
|
The acquisition
will not result in
any changes to pay
rates. During the
period of
transition, any pay
changes will be the
result of normal
business activities
(e.g., transfer to
new position,
etc.).
|
|
|
Modified 11/1/07
|
|
|
CB 37
|
|
|
Will I continue to receive my
annual review and appropriate
increase throughout the
transition?
|
|
|
If the merger
closes during first
quarter of 2008 as
expected and you
are employed by
CSC, then you would
fall under the CSC
annual review
schedule and not
FCGs. If the
closing of the
merger extends
beyond the first
quarter of 2008,
then we will
proceed with annual
reviews according
to our regular
process.
|
|
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|
|
|
CB 38
|
|
|
When will our FCG benefits
change to CSCs benefit plans?
|
|
|
The plan is if deal
closes prior to
April 1, benefits
will remain under
FCG plans until
April 1. If deal
closes after April
1, benefits will
change to CSC as
soon as possible
thereafter.
|
|
|
Modified 11/1/07
|
|
|
CB 39
|
|
|
Is there any change to the
benefits package (medical,
dental, vision, life insurance,
accidental death &
dismemberment, short term
disability, long term
disability, 401(k) and
supplemental life)?
|
|
|
There is no
immediate change to
the comprehensive
benefits package,
as a result of the
acquisition. As
part of the
integration and
transition planning
process, FCG
employees will
receive detailed
information and
briefings on the
CSC benefit
offerings.
|
|
|
Modified 11/1/07
|
|
|
CB 40
|
|
|
How soon can I see a side by
side benefits comparison?
|
|
|
We will need to get
further information
from CSC before
answering this
question
|
|
|
|
|
|
CB 41
|
|
|
Is there any change to paid time
off (personal, vacation, and
holiday time)?
|
|
|
There are no
immediate changes
to the paid time
off benefits.
During the period
of transition,
current FCG
policies and
practices will
remain in force.
Vacation requests,
etc. remain in the
hands of your
current supervisor
and will be honored
if approved by your
current supervisor.
|
|
|
Modified 11/1/07
|
|
|
CB 42
|
|
|
Will my paid time off balances
transfer to CSC upon the
completion of the transition?
|
|
|
Paid time off (PTO)
will transfer to
CSC at close of the
merger if you are
still employed by
CSC following the
closing.
|
|
|
|
|
|
CB 43
|
|
|
Will my FCG service date be
honored for Family and Medical
Leave Act purposes?
|
|
|
Yes
|
|
|
Modified 11/1/07
|
|
|
CB 44
|
|
|
How will my FCG service time be
treated by CSC?
|
|
|
Your FCG adjusted
hire date will be
retained and your
service time with
FCG will be used to
determine your
eligibility for
vacation leave
accrual under CSC
vacation accrual
schedule. Your FCG
service time will
also count toward
meeting the vesting
requirements for
CSCs 401(k) Plan,
known as the
Matched Asset Plan
(MAP).
|
|
|
|
|
|
CB 45
|
|
|
What happens to FCG stock held
within the 401(k)?
|
|
|
Within the 401(k),
any funds held in
company stock as of
the day the
transaction closes
will be converted
to cash at the
offer price, and
distributed
proportionally to
your participant
investment
elections.
|
|
|
|
|
|
CB 46
|
|
|
What happens to the FCG stock
grants (stock options and
restricted stock) that were
given to me that havent fully
vested yet?
|
|
|
Any stock option or
restricted stock
grants will vest
100% on the day the
transaction closes.
Any in-the-money
stock options
(i.e., stock
options with an
exercise price less
than $13 per share)
will be cashed out
at the closing.
|
|
|
|
|
|
CB 47
|
|
|
What happens to the FCG stock
that I own for example in the
ASPP?
|
|
|
The merger
agreement provides
that all
outstanding FCG
stock will be
purchased by CSC at
the closing of the
merger for $13 per
share.
|
|
|
|
|
|
CB 48
|
|
|
What if I have scheduled time
off prior to the closing of the
merger?
|
|
|
Vacation requests,
etc. remain in the
hands of your
current supervisor
and will be honored
if approved by your
current supervisor.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Added Questions as of 11/1/07
|
|
|
|
|
|
|
|
|
CB 76
|
|
|
What will happen to any unexercised
FCG stock options that I may have.
Should/can they be exercised prior to
the acquisition? Will they be
converted to CSC stock?
|
|
|
CSC will pay cash to acquire FCG so
there will be no conversion of FCG
options into options to purchase CSC
stock. Any unexercised options that
exist at the closing will either be
cashed out or they will expire. Stock
options with an exercise price per share
less than $13 will be cashed out for an
amount equal to $13 less the exercise
price per share (i.e., if your exercise
price is $10, the stock option will be
cashed out for $3 per share). Taxes will
also be withheld from this cash out
amount. If the exercise price is $13 or
greater, the option will terminate at
the closing of the transaction. In terms
of whether you can exercise a stock
option prior to the closing, you may so
long as you are not selling the shares
while in possession of insider
information. Please refer to our insider
trading policy in the Associate
Handbook, or ask Mike Zuercher if you
have any questions. You may also want to
consult with a personal financial
advisor regarding a decision to exercise
stock options prior to the closing of
the merger.
|
|
|
Added 11/2/07
|
|
|
CB 77
|
|
|
What happens to my vested options?
|
|
|
If the exercise price of the options
(vested or unvested) is less than $13
per share, you will receive cash in the
merger in an amount equal to $13 minus
your exercise price per share minus any
tax withholding that the company is
required to make on the sale of those
shares/options. If the exercise price of
your stock options is $13 per share or
higher, your options will terminate as
of the closing.
|
|
|
Added 11/2/07
|
|
|
CB 78
|
|
|
What happens to my unvested options?
|
|
|
Your unvested options vest in full on
the day the deal closes and if the
exercise price of the unvested options
is less than $13 per share, you will
receive cash in the merger in an amount
equal to $13 minus your exercise price
per share minus any taxes owed by you on
the sale of those shares/options. If the
exercise price of your stock options is
$13 per share or higher, your options
will terminate as of the closing.
|
|
|
Added 11/2/07
|
|
|
CB 79
|
|
|
What happens to stock options that
are set to expire Q4?
|
|
|
You should contact Mike Zuercher in
Legal to discuss your personal options.
|
|
|
Added 11/2/07
|
|
|
CB 80
|
|
|
Will any other stock options be given
through the rest of the year?
|
|
|
No further stock options will be granted.
|
|
|
Added 11/2/07
|
|
|
CB 81
|
|
|
Can we still trade stock? What is the
black out period for us?
|
|
|
Trading in FCG stock remains subject to
our insider trading policy in our
Associate Handbook. If you have any
questions, please contact Mike Zuercher
|
|
|
Added 11/2/07
|
|
|
CB 82
|
|
|
Will FCG stock owned (in our eTrade
account) also be cashed out at the
closing at $13/share
|
|
|
Any stock that is owned outright such as
stock in your ASPP or stock you have
purchased on your own will be converted
into the right to receive $13 per share
at closing.
|
|
|
Added 11/2/07
|
|
|
CB 83
|
|
|
What exactly does cash-out mean
from the What happens to the FCG
Stock that I own for example in the
ASPP?
|
|
|
All outstanding shares of FCG stock,
including those held in the ASPP, will
be converted into the right to receive
$13 per share in cash.
|
|
|
Added 11/2/07
|
|
|
CB 84
|
|
|
The FAQs have the following. This
tells me that in-the-money options
are cashed out at the $13 per share
offer price. Are stock grants also
cashed out in the same way?
|
|
|
Shares of restricted stock that have
been granted will vest in full at the
closing of the transaction and will
receive $13 per share.
|
|
|
|
|
|
CB 85
|
|
|
I worked for CSC before coming to
FCG, will my time there become part
of my length of service with the
combined firms?
|
|
|
We will ask CSC.
|
|
|
Added 11/2/07
|
|
|
CB 86
|
|
|
What is FCG Severance Policy?
|
|
|
An employee is eligible for severance if
their employment is involuntary
terminated by FCG in a
reduction-in-force and not related to
performance issues. FCG severance
guidelines are based on level of
position and tenure.
|
|
|
Added 11/2/07
|
|
|
CB 87
|
|
|
Will current 401k still be valid and
be able to put contributions in or
will this stop and a new one start?
|
|
|
The plan will continue to operate as
normal under FCGs plan until after the
close. CSC will provide information
about transition of the 401K once it
becomes available and once a closing
date has been determined.
|
|
|
Added 11/2/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CB 88
|
|
|
Will the insurance plan change?
|
|
|
There are no plans to change insurance
carriers or plans until after closing.
If the close occurs before April 1,
2008, you will remain on FCG insurance
plans until March 31, 2008
|
|
|
Added 11/2/07
|
|
|
CB 89
|
|
|
If your position is eliminated will
you be paid for any outstanding PTO
Balance
|
|
|
If your position is eliminated while
employed by FCG, PTO balance is paid
out. We will ask CSC how they handle
this after the transition.
|
|
|
Added 11/2/07
|
|
|
CB 90
|
|
|
What happens to my SERP?
|
|
|
The SERP balance will be 100% vested
upon the deal close. CSC will need to
determine whether the SERP plan will be
carried forward.
|
|
|
Added 11/2/07
|
|
|
CB 91
|
|
|
Will salaries be evaluated?
|
|
|
The acquisition itself will not result
in any changes to pay rates. During the
period of transition, any pay changes
will be the result of normal business
activities (e.g., transfer to new
position, etc.).
|
|
|
Added 11/2/07
|
|
|
CB 92
|
|
|
A friend and former employee of FCG
has kept FCG stock in his 401K plan.
Since he is no longer with FCG, he
does not have participant investment
elections. How will the converted
cash be distributed within his 401K?
|
|
|
This FAQ is for FCG Employees not former
employees. All participants in the 401K
will receive communication about what
happens to their 401K once we know
including any converted cash.
|
|
|
Added 11/2/07
|
|
|
CB 93
|
|
|
It would be helpful if we could see
what the CSC health/benefits package
might look like specifically re:
insurance company choices, etc
|
|
|
There is no immediate change to the
comprehensive benefits package, as a
result of the acquisition As part of the
integration and transition planning
process, FCG employees will receive
detailed information and briefings on
the CSC benefit offerings.
|
|
|
Added 11/2/07
|
|
|
CB 94
|
|
|
Right now my fiancé is included in my
benefits as a domestic partner. Would
I be grandfathered in if CSC does not
provide domestic partner benefits or
would he not be able to be covered
until we are married?
|
|
|
We will ask CSC.
|
|
|
Added 11/2/07
|
|
|
CB 95
|
|
|
It is probably to early yet, but how
does CSC handle the Home State issue
(Sarbanes Oxley) in regards to taxes?
|
|
|
We will ask CSC.
|
|
|
Added 11/2/07
|
|
|
CB 96
|
|
|
What is the salary gross up policy
for CSC when employees are at client
site for more than one year?
|
|
|
We will ask CSC.
|
|
|
Added 11/2/07
|
|
|
CB 97
|
|
|
Why are outplacement services only
offered to Managers and above?
|
|
|
FCGs severance guidelines, including
outplacement services, are based on
competitive market data
|
|
|
Added 11/2/07
|
|
|
|
|
|
Added Questions as of 11/7/07
|
|
|
|
|
|
|
|
|
CB124
|
|
|
If we move to CSC and they are in the
middle of their review cycle, will
our increase be prorated or will they
recognize our current cycle?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
CB125
|
|
|
Will FCG still match our 401K
contribution if we end up staying
until March 31, 2008?
|
|
|
If the transaction closes prior to March
31, it will be CSCs decision to match
or not. If we have not closed by March
31, then FCG will match your
contribution.
|
|
|
Added 11/7/07
|
|
|
CB126
|
|
|
Does CSC use ProBusiness or a similar
vendor or do they only email
statements for pay and expense
reimbursements?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
CB127
|
|
|
Is the cash I receive from options
and stock (outside 401K) taxable? If
yes, will either CSC or FCG withhold
taxes for me?
|
|
|
This is a taxable transaction and you
should consult with your own tax advisor
about the tax impact to you. With regard
to tax withholding and proceeds you will
receive from the merger (if you have
stock options with an exercise price of
less than $13 per share), you will
receive information about your stock
option holdings and how those will be
paid out in the transaction.
|
|
|
Added 11/7/07
|
|
|
CB128
|
|
|
What happens to my options if the
strike price is greater than $13?
|
|
|
They will be cancelled and will not
receive any payment at the closing of
the transaction.
|
|
|
Added 11/7/07
|
|
|
CB129
|
|
|
Do we know if CSC offers domestic
partner benefits and if so will the
current proof of partnership on file
with FCG suffice for CSC?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CB130
|
|
|
How does CSC handle taxes for gross
ups and engagements that are more
than 1 year long for their current
employees? Will they continue in that
vein or will they start using the FCG
approach?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
CB131
|
|
|
What will happen to current COBRA
participants under the FCG benefit
plans once the merger has completed?
Will they remain on FCG plans through
3/31/08 as mentioned for active
employees?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
CB132
|
|
|
What will happen to the unvested
portion of the company match with the
merger? Will those shares be lost?
|
|
|
They will remain unvested. However, the
vested and unvested shares will be
cashed out and distributed
proportionately to your other match
investment elections. The unvested match
will still be subject to service-related
vesting rules.
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Added 11/7/07
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CB133
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What is the methodology for giving
raises? What was the average pay
raise over the past 3 years? Please
break down this by business unit.
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We will ask CSC.
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Added 11/7/07
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CB134
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How does CSC recognize employees
formally and informally? What
unexpected recognition events
occurred in the past 3 years?
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We will ask CSC.
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Added 11/7/07
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CB135
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What type of educational assistance
does CSC offer?
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We will ask CSC.
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Added 11/7/07
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CB136
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Does this merge process affect the
employee who are due to get promoted/or
change in role?
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We will ask CSC.
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Added 11/7/07
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CB137
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Since we are being merged with CSC
and under the assumption that we will
then be on a different 401K plan,
will we have the opportunity to roll
over our 401K balance into a Roth IRA
or some other type of investment or
do we have to roll over that balance
into the 401k plan with CSC?
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We will ask CSC.
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Added 11/7/07
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CB138
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Who is the 401k administrator for CSC?
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We will ask CSC.
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Added 11/7/07
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CB139
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|
I have a loan to myself from my 401k.
FCGs 401k handled by New York Life
Retirement Plan Services. Who handles
CSCs retirement? Payments to myself
are made through my paycheck. Will my
loan terms and process be the same?
How will the loan transition to CSC?
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We will ask CSC.
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Added 11/7/07
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CB140
|
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|
For employees who have left the firm
in the past and then later been
re-hired, what date will be used at
CSC for determining seniority /tenure
for purposes of benefits,
severance, etc?
|
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|
We will ask CSC.
|
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Added 11/7/07
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CB141
|
|
|
Does it make a difference how long
the employee was away from the firm
in determining seniority or rehire
status?
|
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|
We will ask CSC.
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Added 11/7/07
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CB142
|
|
|
There are several dates listed in the
HR reports, including hire date,
company seniority date, service date,
and rehire date. What are each of
these and which will be used?
|
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We will ask CSC.
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Added 11/7/07
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Business Unit Questions
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Answer
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Corp 98
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|
Will there be a town hall call for
Corporate?
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Not at this time. The VPs in Corporate
thought it made more sense to talk to
their groups individually rather than as
one big group. Once we have more
information, then it makes sense to have
a Town Hall Call.
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Added 11/2/07
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FCGI 99
|
|
|
What is the future prospects of BPO
in FCGI after the acquisition? What
is the job security of BPO employees
after the acquisition?
|
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|
We will ask CSC.
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Added 11/2/07
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|
HDS 100
|
|
|
What is the size of CSCs healthcare
IT division, and how will HDS
associates be folded into that group?
|
|
|
As far as size of CSCs healthcare IT
division, please access their website
for this information. We do not know yet
how HDS employees will be folded into
that group.
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Added 11/2/07
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Added Questions as of 11/7/07
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BU 143
|
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|
Can we have someone from CSC speak to
each BU so we can get their
perspective on the acquisition?
|
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|
We will work with CSC so that we can
convey appropriate information either
directly or through your BU president.
|
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|
Added 11/7/07
|
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|
LS 144
|
|
|
Why was Life Sciences not mentioned
in the press release?
|
|
|
The quote from CSCs CEO in the press
release refers to the healthcare
vertical market, which also includes
life sciences. That quote also
references intellectual property, which
includes the proprietary software
products (FirstDoc
®
and FirstPoint)
that are part of Life Sciences. Finally,
Larrys quote and the FCG information
backgrounder each prominently mention
Life Sciences.
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Added 11/7/07
|
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|
BU 145
|
|
|
What types of interactions occur
between the different business units?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
BU 146
|
|
|
Describe the CSC communication
process within a business unit and
among the business unit.
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
BU 147
|
|
|
How do people get promoted? Do
promotions cross business units?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
FCGI 148
|
|
|
What I want to know is, what about
the ELTP batches that are yet to join
in January & March?
|
|
|
Hiring is business as usual process.
Currently we are in the process of
planning for January ELTP batch. And
planning for March ELTP batch is
expected to begin in January timeframe.
As we firm up the plan we will let the
recruits know
|
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Added 11/7/07
|
|
|
FCGI 149
|
|
|
Does the employee get the option of
shifting the verticals once the
merger is completed?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
FCGI 150
|
|
|
Does the employee gets fair chance of
onsite opportunity since after
merging the company size increases in
all aspects like
employee strength, exposure in
different verticals, financial, broad
coverage etc?
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
FCGI 151
|
|
|
If an employee has worked previously
in different domains like
Telecom[CDMA] and Financial,
healthcare, ELearning Does he has the
option of shifting from one technical
field [Dotnet] to different technical
field[C,C++, Database]. Etc.? And if
so, Will there be training facility
in such situations.
|
|
|
We will ask CSC.
|
|
|
Added 11/7/07
|
|
|
Additional Information about the CSC Merger and Where to Find It
A special stockholder meeting will be announced soon to obtain stockholder approval for the
proposed merger with CSC. In connection with the proposed merger, FCG intends to file relevant
materials, including a proxy statement, with the Securities and Exchange Commission. Investors and
security holders of FCG are urged to read the definitive proxy statement and other relevant
materials when they become available because they will contain important information about FCG, CSC
and the proposed transaction. The proxy statement and other relevant materials (when they become
available), and any other documents filed by FCG with the Securities and Exchange Commission, may
be obtained free of charge at the SECs website at www.sec.gov, at FCGs website at www.fcg.com or
by directing a written request to: First Consulting Group, Inc., 111 West Ocean Boulevard, 4th
Floor, Long Beach, California 90802, Attention: Corporate Secretary. Security holders are urged to
read the proxy statement and the other relevant materials when they become available before making
any voting or investment decision with respect to the merger.
Participants in Solicitation
FCG and its directors, executive officers and certain other members of management and employees may
be deemed to be participants in soliciting proxies from its stockholders in favor of the proposed
merger. Information regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of FCGs stockholders in connection with the proposed transaction
will be set forth in FCGs proxy statement for its special meeting. Additional information
regarding these individuals and any interest they have in the proposed transaction will be set
forth in the definitive proxy statement when it is filed with the SEC.
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