-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1gt7TfseX+2n/617JIyAmTR4TckW+IpiJUeYdnqPgO4oQDx+BrU8+hH1181X7Hy pjBne2I6CogwdwdHUkxy9w== 0000023082-05-000022.txt : 20050214 0000023082-05-000022.hdr.sgml : 20050214 20050214153113 ACCESSION NUMBER: 0000023082-05-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050211 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04850 FILM NUMBER: 05609304 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 csc_8-k021405b.htm SALE OF DYNCORP INTERNATIONAL CSC FORM 8-K, February 11, 2005, Item 8.01



SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

_________________

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported) February 11, 2005

 

 

COMPUTER SCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

NEVADA

1-4850

95-2043126

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

 

 

2100 East Grand Avenue

90245

El Segundo, California

(Zip Code)

(Address of Principal Executive Offices)

 

 

 

Registrant's telephone number, including area code (310) 615-0311

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

     [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

     [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

     [  ]  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

     [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

 

Item 8.01.

Other Events.

 

The Registrant completed the previously announced sale of its DynCorp International and Dyn Marine units and selected DynCorp Technical Services contracts to The Veritas Capital Fund II as of the close of business on February 11, 2005. The purchase price consists of $775,000,000 in cash, $75,000,000 of preferred stock, and an additional amount of preferred stock, estimated not to exceed $75,000,000, which will be issued to the Registrant when closing date working capital has been finalized.

 

On February 14, 2005, the Registrant issued a press release describing the sale. A copy of the press release is attached hereto as Exhibit 99.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

 

COMPUTER SCIENCES CORPORATION

 

 

 

 

Dated: February 14, 2005

  By  /s/ Hayward D. Fisk                               

 

       Hayward D. Fisk

 

       Vice President, General Counsel

 

          and Secretary

 

 

2

 

 


 

EXHIBIT INDEX

 

Exhibit

 

99 Press Release of the Registrant dated February 14, 2005

 

 

3


EX-99 2 exhibit99_021405.htm PRESS RELEASE DATED FEBRUARY 14, 2005 Exhibit 99, Press Release date February 14, 2005

EXHIBIT 99

 

 

 

Contact:

Bill Lackey

FOR IMMEDIATE RELEASE

 

Director, Investor Relations

Moved On PR Newswire

 

Corporate

Date:  February 14, 2005

 

310.615.1700

 

 

blackey3@csc.com

 

 

 

 

 

Mike Dickerson

 

 

Director, Media Relations

 

 

Corporate

 

 

310.615.1647

 

 

mdickers@csc.com

 

 

 

 

 

CSC Completes DynCorp International Divestiture

and Announces Debt Redemption

 

 

          EL SEGUNDO, Calif., Feb. 14 -- Computer Sciences Corporation (NYSE: CSC) today announced that it has completed the $850 million sale of DynCorp International, DynMarine and selected DynCorp Technical Services contracts to Veritas Capital, as previously announced on December 12, 2004. The purchase price consists of $775 million in cash and $75 million of Preferred Stock with a 13% dividend. CSC will receive an additional amount of Preferred Stock, estimated not to exceed $75 million, when closing date working capital has been finalized.

 

          The divested entities provide security and aircraft maintenance services, which are not core CSC service offerings, to the U.S. federal government. These entities were part of DynCorp, which CSC purchased during 2003 for approximately $914 million.

 

          "We look forward to continuing our legacy of providing a broad range of comprehensive information technology, engineering and professional services, which have been our core strengths, to the U.S. federal government and commercial clients," said CSC Chairman and Chief Executive Officer Van B. Honeycutt. "This transaction further emphasizes our commitment."

 

 

- more -

 


 

Computer Sciences Corporation - Page 2

February 14, 2005

 

 

          CSC will use the net proceeds from this sale to grow its business and strengthen its balance sheet. As a part of this program, CSC will reduce its term debt by $1 billion on March 11, 2005. The impact of this debt reduction, rather than investing in short term instruments, has the effect of lowering fiscal 2006 net pre-tax interest expense by approximately $30 million. "Our $500 million of 7.5% notes due August 8, 2005, and $500 million of 6.75% notes due June 15, 2006, will be redeemed March 11, 2005," said CSC Chief Financial Officer Leon J. Level. "We expect our fiscal 2005 year-end ratio of debt-to-total capitalization will be below 20%. Our sources of liquidity at fiscal 2005 year end will include our cash balances, our $700 million commercial paper credit facility and $900 million of debt capacity readily available through our existing shelf registration."

 

          "This liquidity will provide us with additional flexibility for several options, including pursuing large-scale outsourcing agreements and acquisitions of businesses enhancing or complementing our core capabilities, such as business process outsourcing and our delivery of IT services, and the repurchase of stock," said Honeycutt.

 

          "On February 8, 2005, we narrowed our previous fiscal 2005 earnings-per-share guidance from a range of $3.10 to $3.20 to a range of $3.12 to $3.18. The tighter range reflected our expectation the divestiture would be completed February 11, and we therefore will not include seven weeks of these discontinued operations in this quarter's results. Our EPS guidance excludes the more than $400 million pre-tax gain on this divestiture and the $19 million after-tax expense related to the redemption of debt. In accordance with our customary practice, we will give complete guidance on fiscal 2006 when we announce the results of fiscal 2005 in May. We believe with this divestiture and our strong balance sheet, we should be well positioned for fiscal 2006."

 

          The company has provided historical data on revenue and earnings per share

for discontinued operations in the accompanying table.

 

 

- more -

 


 

Computer Sciences Corporation - Page 3

February 14, 2005

 

 

          Founded in 1959, Computer Sciences Corporation is a leading global information technology (IT) services company. CSC's mission is to provide customers in industry and government with solutions crafted to meet their specific challenges and enable them to profit from the advanced use of technology.

 

          With approximately 79,000 employees supporting continuing operations, CSC provides innovative solutions for customers around the world by applying leading technologies and CSC's own advanced capabilities. These include systems design and integration; IT and business process outsourcing; applications software development; Web and application hosting; and management consulting. Headquartered in El Segundo, Calif., CSC reported revenue of $13.9 billion from continuing operations for the 12 months ended Dec. 31, 2004. For more information, visit the company's Web site at www.csc.com.

 

          All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the Company's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside the Company's control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in CSC's Form 10-Q for the quarter ended December 31, 2004. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

 

 

- more -

 


 

Computer Sciences Corporation - Page 4

February 14, 2005

 

 

Discontinued Operations

 

(unaudited)

 

 

 

(in millions except

 

per-share amounts)

                                             Fiscal 2005                                             

 

1st

 

2nd

 

3rd

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

 

 

Year-to-Date

Revenue

$411.8

 

$515.1

 

$474.9

 

 

 

$1,401.8    

Income before taxes

23.3

 

32.2

 

38.1

 

 

 

93.6    

Net Income

14.3

 

19.8

 

23.5

 

 

 

57.6    

EPS, discontinued operations

$0.08

 

$0.10

 

$0.12

 

 

 

$0.30    

 

 

 

 

 

 

 

 

 

 

 

                                             Fiscal 2004                                             

 

1st

 

2nd

 

3rd

 

4th

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

      Total      

Revenue

$270.5

 

$267.3

 

$291.7

 

$373.0

 

$1,202.5    

Income before taxes

13.4

 

10.5

 

8.5

 

16.7

 

49.1    

Net Income

8.2

 

6.5

 

5.2

 

10.3

 

30.2    

EPS, discontinued operations*

$0.04

 

$0.03

 

$0.03

 

$0.05

 

$0.16    

 

* Amounts do not total across due to rounding


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