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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 19, 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.
On September 19, 1999, the Registrant entered into an Agreement and
Plan of Merger (the "Merger Agreement") 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"). Upon consummation of the Merger (i) Nichols
will become a wholly owned subsidiary of the Registrant and (ii) each
outstanding share of common stock of Nichols will be converted into 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 are the Merger
Agreement and a joint press release of the Registrant and Nichols dated
September 20, 1999 describing the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The exhibits listed below are filed as a part of this report:
2.1 Agreement and Plan of Merger dated as of September 19, 1999
by and among the Registrant, Nichols Research Corporation
and Nevada Acquisition Corporation
99.1 Joint Press Release of the Registrant and Nichols Research
Corporation dated September 20, 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: September 20, 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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2.1 Agreement and Plan of Merger dated as of September 19, 1999 by
and among the Registrant, Nichols Research Corporation and Nevada
Acquisition Corporation
99.1 Joint Press Release of the Registrant and Nichols Research
Corporation dated September 20, 1999
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