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Form 8806 - Affiliated Computer Service, Inc.

 

Name and address of the reporting corporation:

Affiliated Computer Service, Inc.
2828 North Haskell
Dallas, TX  75204

Date of transaction:

2/5/10

Description of the transaction

Merger under IRC Sec. 368(a)

Did the reporting corporation’s shareholders receive any stock or other property in exchange for their stock in  the reporting corporation, for which the reporting corporation has reasonably determined that the shareholders are required to recognize gain (if any).from the exchange of such stock?

Yes

Fair market value of the stock or other property received

Class A Consideration

Each share of ACS Class A Common Stock issued and outstanding was converted into the right to receive:

(i) 4.935 shares of Common Stock of Xerox Corporation plus

(ii) $18.60 per share

Based on the closing price of Xerox Corporation on February 5, 2010 of $8.47, the FMV of stock and other property received was approximately $60.40 per share of ACS Class A common stock.

Class B Consideration

Each share of ACS Class B Common Stock issued and outstanding was converted into the right to receive:

(i) 4.935 shares of Common Stock of Xerox Corporation, plus

(ii) $18.60 per share, plus

(iii) a fraction of a share of Series A Convertible Preferred Stock issued by Xerox Corporation, equal to the Preferred Exchange Ratio.

  • The Preferred Exchange Ratio was defined as 300,000 divided by the number of shares of ACS Class B Common Stock issued and outstanding as of the Effective Time, which was 6,599,372 shares.  The Preferred Exchange Ration was 0.0454589, calculated as 300,000/6,599,372 
  • The total number of shares of Series A Convertible Preferred Stock issued by Xerox Corporation at the merger date was 300,000 for which the estimated fair market value was $349,000,000 or $1,163.33.
  • Therefore, each share of ACS Class B Common Stock was converted into the right to receive a fraction of 0.0454589 of $1,163.33.
  •  The estimated value of this portion of the consideration was calculated on a per share basis as 0.0454589 x $1,163.33 = $52.88 (rounded)

Based on the closing price of Xerox Corporation on February 5, 2010 of $8.47, the FMV of stock and other property received was approximately $113.28 per share of ACS Class B common stock.

Description of the stock or other property received

See above

Page Last Reviewed or Updated: 13-Oct-2016