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
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January 25,
2010
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Important
information about your
ACS
Savings Plan proxy vote for the proposed
merger
of ACS and Xerox
This
is a reminder that as an ACS Savings Plan participant with an account
balance invested in the ACS Stock Fund as of December 11, 2009, you are
entitled to vote in the proposed merger (the
“Merger”) involving Affiliated Computer Services,
Inc. (“ACS”) and Xerox Corporation and Xerox’s subsidiary, Boulder
Acquisition Corp.
Your vote is very
important!
If you
have not voted your ACS shares in the ACS Savings Plan
,
please take the time to do
so.
Under the merger agreement, in addition to
obtaining the favorable vote of a majority in voting power of ACS shares
outstanding, ACS is also required to obtain the affirmative vote of a
majority in voting power of all outstanding shares of ACS (excluding
shares held by Mr. Darwin Deason) in order for the proposed Merger to be
approved (the “Additional Vote”). Due to this
requirement, each share of ACS not voted essentially
becomes a vote
against
the proposed Merger on the Additional Vote.
If you do not want your ACS
shares in the Savings Plan to be treated as “no” votes in the Additional
Vote, you must take steps to vote.
The
ACS Board of Directors has approved the proposed Merger and recommends
that ACS Stockholders vote “For” the proposal to adopt the merger
agreement.
You
should have received in the mail a packet of proxy materials dated
December 28, 2009 outlining the proposed Merger along with information
explaining the manner in which you can vote your shares. If you
have not done so, please review the proxy materials and vote as soon as
possible using one of the three methods below. Telephone and
internet voting will be available 24 hours a day. Due to the
limited time period, we would urge you to vote by either telephone or
internet. The deadline for you to vote is
February 3,
2010
.
By
Telephone: 1-800-690-6903. Have your proxy card you
received in the packet handy when you call.
By
Internet:
www.proxyvote.com
. Follow the instructions on the Notice, or follow
the instruction on the proxy card.
By
Mail: Complete,
sign and date the proxy card (o
nly sign the box at the bottom
left hand corner
). Return it in the postage paid
envelope also included in the packet.
If
you have questions on the merger, special meeting or the voting process,
please contact
(214)
841-8281.
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For additional information, please
contact
Julia.Elias@acs-inc.com
Copyright
© 2009 Affiliated Computer Services, Inc. (ACS). All rights
reserved.
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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, and the SEC
declared effective on December 23, 2009, a registration statement on Form S-4
that included a joint proxy statement of Xerox and ACS that also constitutes a
prospectus of Xerox and each of the companies may be filing with the SEC other
documents regarding the proposed transaction. ACS and Xerox have
mailed the joint proxy statement/prospectus to their
stockholders.
ACS
and Xerox urge investors and security holders to read the joint proxy
statement/prospectus regarding the proposed transaction because it contains
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”.