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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) November 16, 1999
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
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
As previously reported, on September 19, 1999 the Registrant
entered into an Agreement and Plan of Merger with Nichols Research
Corporation ("Nichols") and Nevada Acquisition Corporation, a wholly owned
subsidiary of the Registrant ("Acquisition"), providing for the merger of
Acquisition with and into Nichols (the "Merger").
On November 16, 1999, the Merger was approved by the stockholders
of Nichols and was consummated as of 5:00 p.m. EST. Upon consummation of the
Merger (i) Nichols became a wholly owned subsidiary of the Registrant and
(ii) each outstanding share of common stock of Nichols was converted into
.423 shares of common stock (together with the associated preferred stock
purchase rights) of the Registrant and the right to receive cash in lieu of
fractional shares of Registrant common stock.
Attached hereto and incorporated herein by reference is a joint
press release of the Registrant and Nichols dated November 16, 1999
announcing the consummation of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The exhibit listed below is filed as a part of this report:
99.1 Joint Press Release of the Registrant and Nichols Research
Corporation dated November 16, 1999
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: November 16, 1999 By /s/ Scott M. Delanty
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Scott M. Delanty
Vice President and Controller
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EXHIBIT INDEX
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Exhibit
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99.1 Joint Press Release of the Registrant and Nichols Research
Corporation dated November 16, 1999
EXHIBIT 99.1
Contact: Frank Pollare FOR IMMEDIATE RELEASE
Director, Public Information Moved On PR Newswire
Corporate November 16, 1999
310.615.1601
fpollare@csc.com
Bill Lackey
Director, Investor Relations
Corporate
310.615.1700
blackey3@csc.com
CSC AND NICHOLS RESEARCH FINALIZE MERGER
EL SEGUNDO, Calif., Nov. 16 -- Computer Sciences Corporation (NYSE: CSC)
and Huntsville, Ala.-based Nichols Research Corporation (formerly NASDAQ:
NRES) have completed the merger of the two companies, forging their combined
strength in the U.S. defense, consulting and healthcare markets.
The merger, which will be accounted for as a pooling of interests, was
consummated today, after having been approved by Nichols shareholders earlier
in the day. Nichols shareholders received 0.423 shares of CSC common stock
for each share of Nichols.
Together, the two companies will go to market as CSC.
"The real value comes from our compatible cultures, markets and
technologies," said Van B. Honeycutt, CSC chairman, president and chief
executive officer. "The combination of CSC and Nichols strengthens our
already formidable presence in the U.S. federal, healthcare and commercial
markets. Additionally, both companies have thrived following the same
fundamentals: building a strong reputation for technical excellence, hiring
the best people, and performing exceptionally well."
Nichols is a leading information technology (I/T) services provider with
about 80 percent of its revenues coming from the federal government. The
company provides
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Computer Sciences Corporation - page 2 November 16, 199
defense technology services for the Huntsville, Ala.-based Redstone Arsenal,
which is the home of several major U.S. Army organizations. It employs about
3,000 people in 30 U.S. locations, with the majority located in Alabama and
Georgia. CSC has more than 900 I/T professionals in Huntsville supporting
government and commercial customers.
Computer Sciences Corporation helps clients in industry and government
use information technology to achieve strategic and operational objectives.
With 54,000 employees in more than 700 offices worldwide, the company tailors
solutions from a broad suite of integrated service offerings, including
e-business strategies and technologies; management and I/T consulting;
systems development and integration; application software; and I/T and
business process outsourcing.
Since its formation in 1959, CSC has been known for its flexibility in
its relationships with clients. Through numerous agreements with hardware
and software technology firms, the company is able to identify and manage
solutions specifically tailored to each client's needs. CSC had revenues of
$8.2 billion for the twelve months ended October 1, 1999. Its headquarters
are in El Segundo, California. For more information, visit the company's web
site at www.csc.com.
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