SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
COMPUTER SCIENCES CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options
to Purchase Common Stock, $1.00 Par Value Per Share,
Having an Exercise Price Per Share of $70.00 or More
(Title of Class of Securities)
42222H106
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Hayward D. Fisk
Vice President, General Counsel and Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
Ronald
S. Beard, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza
Irvine, California 92614
(949) 451-3800
| Transaction Valuation* |
|
Amount of Filing Fee |
||
|---|---|---|---|---|
| $21,898,967 | $4,379.79 | |||
* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,435,440 shares of common stock of Computer Sciences Corporation having an aggregate value of $21,898,967 as of October 23, 2001, will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction.
/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| |
|
|
|---|---|---|
| Amount Previously Paid: $4,379.79 | Filing Party: Computer Sciences Corporation | |
| Form or Registration No.: Schedule TO (File No. 5-06907) | Date Filed: October 29, 2001 |
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ]
Computer Sciences Corporation ("CSC") hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed on October 29, 2001 (the "Schedule TO") with respect to CSC's offer to exchange outstanding options to purchase shares of its common stock, par value $1.00 per share, having an exercise price per share of $70.00 or more for new options to purchase shares of its common stock upon the terms and subject to the conditions described in the offer to exchange dated October 29, 2001.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
On October 29, 2001: (i) Van B. Honeycutt, CSC's Chairman and Chief Executive Officer, sent the e-mail filed as Exhibit (a)(8) to all eligible option holders, which is incorporated herein by reference; (ii) CSC issued the press release filed as Exhibit (a)(9), which is incorporated herein by reference; (iii) Frederick E. Vollrath, CSC's Corporate Vice President of Human Resources, sent the e-mail filed as Exhibit (a)(10) to certain senior human resource executives, which is incorporated herein by reference; and (iv) Leon J. Level, CSC's Chief Financial Officer, sent the e-mail filed as Exhibit (a)(11) to certain senior finance executives, which is incorporated herein by reference.
On November 1, 2001, Frederick E. Vollrath, CSC's Corporate Vice President of Human Resources, sent the e-mail filed as Exhibit (a)(12) to all eligible option holders, which is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
| |
|
|
|
|---|---|---|---|
| (a) | (8) | E-mail Communication From Van B. Honeycutt, Chairman and Chief Executive Officer of Computer Sciences Corporation, to All Eligible Option Holders, dated October 29, 2001. | |
(a) |
(9) |
Press Release Issued by Computer Sciences Corporation, dated October 29, 2001. |
|
(a) |
(10) |
E-mail Communication From Frederick E. Vollrath, Corporate Vice President of Human Resources of Computer Sciences Corporation, to Certain Senior Human Resource Executives, dated October 29, 2001. |
|
(a) |
(11) |
E-mail Communication From Leon J. Level, Chief Financial Officer of Computer Sciences Corporation, to Certain Senior Finance Executives, dated October 29, 2001. |
|
(a) |
(12) |
E-mail Communication From Frederick E. Vollrath, Corporate Vice President of Human Resources of Computer Sciences Corporation, to All Eligible Option Holders, dated November 1, 2001. |
1
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct.
| COMPUTER SCIENCES CORPORATION | ||||
/S/ HAYWARD D. FISK Hayward D. Fisk Vice President, General Counsel and Secretary |
||||
Date: November 2, 2001.
2
| Exhibit Number |
Description |
|
|---|---|---|
| (a)(1) | Offer to Exchange, dated October 29, 2001.* | |
| (a)(2) | Form of Election Form.* | |
| (a)(3) | Form of Cover Letter to Eligible Option Holders.* | |
| (a)(4) | Form of Change in Election Form.* | |
| (a)(5) | Form of Supplementary Australian Offer Document.* | |
| (a)(6) | Form of Letter to Eligible Australian Option Holders.* | |
| (a)(7) | Notice of Change in Contact Telephone Number.* | |
| (a)(8) | E-mail Communication From Van B. Honeycutt, Chairman and Chief Executive Officer of Computer Sciences Corporation, to All Eligible Option Holders, dated October 29, 2001. | |
| (a)(9) | Press Release Issued by Computer Sciences Corporation, dated October 29, 2001. | |
| (a)(10) | E-mail Communication From Frederick E. Vollrath, Corporate Vice President of Human Resources of Computer Sciences Corporation, to Certain Senior Human Resource Executives, dated October 29, 2001. | |
| (a)(11) | E-mail Communication From Leon J. Level, Chief Financial Officer of Computer Sciences Corporation, to Certain Senior Finance Executives, dated October 29, 2001. | |
| (a)(12) | E-mail Communication From Frederick E. Vollrath, Corporate Vice President of Human Resources of Computer Sciences Corporation, to All Eligible Option Holders, dated November 1, 2001. | |
| (d)(1) | Computer Sciences Corporation's 1990 Stock Incentive Plan, filed as Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed on August 15 1990, and incorporated herein by reference. | |
| (d)(2) | Computer Sciences Corporation's 1992 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's Quarterly Report for the Quarterly Period ended June 28, 1996, and incorporated herein by reference. | |
| (d)(3) | Computer Sciences Corporation's 1995 Stock Incentive Plan, filed as Exhibit 10.16 to the Company's Quarterly Report for the Quarterly Period ended September 29, 1995, and incorporated herein by reference. | |
| (d)(4) | Computer Sciences Corporation's 1998 Stock Incentive Plan, filed as Exhibit 10.10 to the Company's Quarterly Report for the Quarterly Period ended July 3, 1998, and incorporated herein by reference. | |
| (d)(5) | Form of Stock Option Agreement.* | |
| (d)(6) | Form of Stock Option Schedule.* |
[TEXT OF EMAIL SENT BY CHAIRMAN AND CHIEF EXECUTIVE OFFICER, ON OCTOBER 29, 2001,TO ALL ELIGIBLE OPTION HOLDERS]
This morning, CSC launched an employee stock option exchange program by filing a Tender Offer Statement with the U.S. Securities and Exchange Commission.
This program will offer you the opportunity to cancel all of your options which have an exercise price of $70 or more in exchange for an equal number of options to be granted next year.
We are mailing the attached cover memorandum, together with the 47-page Offer to Exchange and the other materials described in that memorandum, to your home address today, and you should receive them by the end of this week.
If you do not receive these materials by the end of this week, or if you have any questions regarding the option exchange program, please e-mail options@csc.com or call (310) 414-4600.
Please note that the contact phone number is incorrectly listed as (310) 414-2600, rather than (310) 414-4600, in the Offer to Exchange that is being mailed to you.
[Cover memo from Van Honeycutt—already filed with Sch. TO]
| |
|
|
||
|---|---|---|---|---|
| Contact: | Frank Pollare Director, Public Information Corporate 310.615.1601 fpollare@csc.com |
FOR IMMEDIATE RELEASE Moved On PR Newswire October 29, 2001 |
||
Bill Lackey Director, Investor Relations Corporate 310.615.1700 blackey3@csc.com |
CSC ESTABLISHES OPTION EXCHANGE PROGRAM
EL SEGUNDO, Calif., Oct. 29—Computer Sciences Corporation (NYSE: CSC) today announced an employee stock option exchange program. This program will offer CSC employees who hold options with an exercise price per share of $70 or more the opportunity to cancel those options in exchange for an equal number of options to be granted next year.
CSC's stock price has traded primarily in the $30s for more than six months, and the company has determined that options with an exercise price of $70 or more no longer have sufficient value to motivate and retain employees. CSC does not expect to record any compensation expense in connection with the option exchange.
As of October 23, 2001, CSC had 170,304,484 outstanding shares, and outstanding options to purchase additional 14,746,120 shares. Approximately 17% of these outstanding options have an exercise price of $70 or more and are eligible for cancellation and exchange.
The new options will be granted six months and one day after the existing options are cancelled, and will have an exercise price equal to the market value of CSC stock on that date. The new options will generally have the same terms and conditions as the options surrendered for cancellation, including the same vesting schedule and vesting start date. The terms and conditions of the exchange offer are set forth in a Tender Offer Statement on Schedule TO that CSC filed today with the Securities and Exchange Commission.
-more-
Computer Sciences Corporation—page 2 October 29, 2001
Computer Sciences Corporation, one of the world's leading consulting and information technology (IT) services firms, helps clients in industry and government achieve strategic and operational results through the use of technology. The company's success is based on its culture of working collaboratively with clients to develop innovative technology strategies and solutions that address specific business challenges.
Having guided clients through every major wave of change in information technology since 1959, CSC combines the newest technologies with its capabilities in consulting, systems design and integration, IT and business process outsourcing, applications software, and Web and application hosting to meet the individual needs of global corporations and organizations. With some 68,000 employees in locations worldwide, CSC had revenues of $10.8 billion for the 12 months ended June 29, 2001. It is headquartered in El Segundo, Calif. For more information, visit the company's Web site at www.csc.com.
-0-
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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2001.
2
[TEXT OF EMAIL SENT BY CORPORATE VP OF HUMAN RESOURCES, ON OCTOBER 29, 2001, TO CERTAIN SENIOR HUMAN RESOURCE EXECUTIVES]
As you know by now we announced a stock option exchange offer earlier today. By way of very brief summary the program allows employees to cancel existing stock option grants that are priced at or above $70.00 per share in exchange for a new grant to be issued on or after May 30, 2002. The bulk of the grants eligible for this exchange offer are the May 3, 2000 grants issued at $78.9375.
Details of the program are explained in the "Offer to Exchange" document that is part of the mailing sent to the home of each employee with eligible grants. For your early preview, I have attached a copy of the "Offer to Exchange" with a Correction Sheet as well as Van's cover memo, the Election Form and a Change in Election Form below.
The materials are comprehensive and detailed. However there will likely be questions. Van's cover memo and all of the materials in the mailing ask that questions be sent by email to options@csc.com or to 310.414.4600, which will be staffed by a team at the Corporate Office.
In case employees with questions about the offer turn to you or one of your people for answers or advice, please redirect them to the email address or telephone number indicated above.
Please forward this email to everyone in your department and instruct them not to answer any but the most basic questions nor to interpret the materials in the packet or in any way advise or suggest whether an employee should or should not participate in the exchange offer.
[Cover
memo from Van Honeycutt—already filed with Sch. TO]
[Offer to Exchange—already filed with Sch. TO]
[CORRECTION—already filed with Sch. TO]
[Election Form—already filed with Sch. TO]
[Change in Election Form—already filed with Sch. TO]
[TEXT OF EMAIL SENT BY CHIEF FINANCIAL OFFICER, ON OCTOBER 29, 2001, TO CERTAIN SENIOR FINANCE EXECUTIVES]
As you know by now, we announced a stock option exchange offer earlier today. By way of very brief summary, the program allows employees to cancel existing stock option grants that are priced at or above $70.00 per share in exchange for a new grant to be issued on or after May 30, 2002. The bulk of the grants eligible for this exchange offer are the May 3, 2000 grants issued at $78.9375.
Details of the program are explained in the "Offer to Exchange" document that is part of the mailing sent to the home of each employee with eligible grants. For your early preview, I have attached a copy of the "Offer to Exchange" with a Correction Sheet, as well as Van's cover memo, the Election Form and a Change in Election Form below.
The materials are comprehensive and detailed. However, there will likely be questions. Van's cover memo and all of the materials in the mailing ask that questions be sent by email to options@csc.com or directed to 310.414.4600, which will be staffed by a team at the Corporate Office.
In case employees with questions about the offer turn to you or anyone in your organization for answers or advice, please redirect them to the email address or telephone number indicated above. Please do not try to interpret the materials in the packet or in any way advise or suggest whether an employee should or should not participate in the exchange offer.
[Cover
memo from Van Honeycutt—already filed with Sch. TO]
[Offer to Exchange—already filed with Sch. TO]
[CORRECTION—already filed with Sch. TO]
[Election Form—already filed with Sch. TO]
[Change in Election Form—already filed with Sch. TO]
[TEXT OF EMAIL SENT BY CORPORATE VP OF HUMAN RESOURCES, ON NOVEMBER 1, 2001, TO ALL ELIGIBLE OPTION HOLDERS]
Earlier this week you received an email from Mr. Honeycutt and we mailed a package to your home announcing CSC's Stock Option Exchange Offer. As you probably know by now, this offering allows you to cancel any options you hold that were issued at an exercise price at or above $70.00 per share in exchange for a new grant with the same number of options issued on or after May 30, 2002 at an exercise price equal to the fair market value of CSC stock on the date of issue.
The materials included in the package mailed to your home describe, in detail, the various terms and conditions which govern this offer as well as a summary of the tax related consequences in your country. I highly recommend that you take time to read these materials carefully and review them with your tax and financial advisors before making a decision on the offering.
Regardless of whether you decide to accept or reject the exchange offer we ask that you return the election form. This will keep you from receiving reminder communications from us.
We strongly recommend that you FAX the election form to 310.414.5858 to insure timely receipt here in the Corporate Office. By doing so you avoid the risk of mail going astray or not reaching us by the deadline. And during this troubled time we greatly appreciate anything you can do to minimize postal or expedited mail.
The deadline for receipt of the election form in the Corporate Office is 5:00 PM Pacific Standard Time, Wednesday, November 28, 2001. No election forms can or will be accepted after the deadline.
If
for some reason you have not received the Stock Option Exchange Offer package at your home (the home mailing address we used is indicated below) by Wednesday, November 7, 2001, please press
the "Reply with History" button above. Indicate that you have not received the package in the mail and, as necessary, provide your correct home mailing address. A new package will be sent out within
24 hours and confirmed in an email to you.
Home Mailing Address
If you have questions after reading through the materials in the Stock Option Exchange Offer package, contact us by email at options@csc.com or by phone at 310.414.4600. Please note that the "Offer to Exchange" document you received at your home incorrectly lists our phone number as 310.414.2600