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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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_________________ |
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FORM 8-K |
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CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE |
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SECURITIES EXCHANGE ACT OF 1934 |
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Date of Report (Date of earliest event reported) February 11, 2005 |
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COMPUTER SCIENCES CORPORATION |
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(Exact name of Registrant as specified in its charter) |
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NEVADA |
1-4850 |
95-2043126 |
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(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
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of Incorporation) |
File Number) |
Identification No.) |
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2100 East Grand Avenue |
90245 |
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El Segundo, California |
(Zip Code) |
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(Address of Principal Executive Offices) |
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Registrant's telephone number, including area code (310) 615-0311 |
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01. |
Other Events. |
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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. |
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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. |
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SIGNATURES |
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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. |
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COMPUTER SCIENCES CORPORATION |
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Dated: February 14, 2005 |
By /s/ Hayward D. Fisk |
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Hayward D. Fisk |
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Vice President, General Counsel |
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and Secretary |
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2 |
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EXHIBIT INDEX |
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Exhibit |
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99 Press Release of the Registrant dated February 14, 2005 |
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3 |
EXHIBIT 99 |
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Contact: |
Bill Lackey |
FOR IMMEDIATE RELEASE |
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Director, Investor Relations |
Moved On PR Newswire |
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Corporate |
Date: February 14, 2005 |
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310.615.1700 |
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blackey3@csc.com |
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Mike Dickerson |
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Director, Media Relations |
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Corporate |
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310.615.1647 |
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mdickers@csc.com |
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CSC Completes DynCorp International Divestiture |
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and Announces Debt Redemption |
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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. |
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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. |
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"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." |
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- more - |
Computer Sciences Corporation - Page 2 |
February 14, 2005 |
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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." |
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"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. |
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"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." |
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The company has provided historical data on revenue and earnings per share for discontinued operations in the accompanying table. |
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- more - |
Computer Sciences Corporation - Page 3 |
February 14, 2005 |
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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. |
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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. |
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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. |
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- more - |
Computer Sciences Corporation - Page 4 |
February 14, 2005 |
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Discontinued Operations |
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(unaudited) |
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(in millions except |
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per-share amounts) |
Fiscal 2005 |
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2nd |
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3rd |
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Quarter |
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Year-to-Date |
Revenue |
$411.8 |
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$515.1 |
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$474.9 |
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$1,401.8 |
Income before taxes |
23.3 |
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32.2 |
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38.1 |
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93.6 |
Net Income |
14.3 |
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19.8 |
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23.5 |
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57.6 |
EPS, discontinued operations |
$0.08 |
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$0.10 |
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$0.12 |
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$0.30 |
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Fiscal 2004 |
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1st |
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2nd |
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3rd |
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4th |
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Total |
Revenue |
$270.5 |
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$267.3 |
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$291.7 |
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$373.0 |
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$1,202.5 |
Income before taxes |
13.4 |
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10.5 |
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8.5 |
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16.7 |
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49.1 |
Net Income |
8.2 |
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6.5 |
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5.2 |
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10.3 |
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30.2 |
EPS, discontinued operations* |
$0.04 |
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$0.03 |
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$0.03 |
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$0.05 |
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$0.16 |
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* Amounts do not total across due to rounding |