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EXHIBIT (a)(5)(ii)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
AT
$16.00 NET PER SHARE
BY
PATRIOT ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
COMPUTER SCIENCES CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON WEDNESDAY, JULY 26, 2000, UNLESS THE OFFER IS EXTENDED.
June 28, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated June 28,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (the
"Letter of Transmittal," which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, collectively constitute the
"Offer") relating to the third party tender offer by Patriot Acquisition Corp.,
a South Carolina corporation ("Purchaser") and a wholly owned subsidiary of
Computer Sciences Corporation, a Nevada corporation ("Parent"), to purchase all
of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Policy Management Systems Corporation, a South Carolina
corporation (the "Company"), at a price of $16.00 per Share, net to the seller
in cash, less any required withholding of taxes and without the payment of any
interest, upon the terms and subject to the conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH
SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account, in
accordance with the terms and subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer price is $16.00 per Share, net to the seller in cash, without
interest and less any required withholding of taxes, upon the terms and subject
to the conditions set forth in the Offer to Purchase.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to the terms of an Agreement and Plan
of Merger, dated as of June 20, 2000, among Parent, the Company and Purchaser
(the "Merger Agreement"). The Merger Agreement provides, among other things, for
the making of the Offer by Purchaser. The Merger Agreement further provides that
Purchaser will be merged with and into the Company (the "Merger") following the
completion of the Offer and promptly after satisfaction or waiver of certain
conditions. The Company will continue as the surviving corporation after the
Merger and will be a wholly owned subsidiary of Parent.
4. The Board of Directors of the Company has unanimously (i) determined
that each of the Offer and the Merger is fair to, and in the best interests, of
the stockholders of the Company and (ii) approved and adopted the Merger
Agreement and the transactions contemplated thereby and resolved to recommend
acceptance of the Offer and approval and adoption by the stockholders of the
Company, if necessary, of the Merger Agreement.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on July 26, 2000, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay any commissions or
fees to any broker, dealer or other person or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to
the transfer and sale of Shares to Purchaser or to its order pursuant to the
Offer.
7. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER
THAT NUMBER OF SHARES WHICH, TOGETHER WITH ANY SHARES BENEFICIALLY OWNED BY
PARENT OR PURCHASER AND EXCLUDING SHARES HELD BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, REPRESENTS AT LEAST TWO-THIRDS OF THE OUTSTANDING SHARES ON A
FULLY DILUTED BASIS, AND (II) THE RECEIPT OF CERTAIN GOVERNMENTAL AND REGULATORY
APPROVALS. THE OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS.
If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf on or prior to the expiration of the
Offer.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
AT
$16.00 NET PER SHARE
BY
PATRIOT ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
COMPUTER SCIENCES CORPORATION
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase, dated June 28, 2000, and the related Letter of Transmittal, in
connection with the offer by Patriot Acquisition Corp. ("Purchaser"), a South
Carolina corporation and a wholly owned subsidiary of Computer Sciences
Corporation, to purchase all of the outstanding shares of common stock, par
value $0.01 (the "Shares"), of Policy Management Systems Corporation, a South
Carolina corporation, at $16.00 per Share net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase and related Letter of Transmittal.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal furnished to the undersigned.
Number of Shares Shares*
to be Tendered:
- ------------------------ ------------------------ SIGN BELOW
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Signature(s)
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Please print name(s)
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Address
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Account Number
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Area Code & Telephone Number
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Taxpayer Identification Number(s) or
Social Security Number(s)
Dated: ___________________ , 2000
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* Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered.