Prospectus Supplement #3 Filed pursuant to Rule 424(b)(3)
(To Prospectus Dated May 29, 2001) Registration No. 333-58038
AFFILIATED COMPUTER SERVICES, INC.
$316,990,000
3.50% Convertible Subordinated Notes due February 15, 2006 and
3,649,094 Shares of Class A Common Stock, $0.01 Par Value Per Share,
Issuable Upon Conversion of the Notes
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This prospectus supplement relates to the resale by the holders of
Affiliated Computer Services, Inc. 3.50% Convertible Subordinated Notes Due
February 15, 2006 and 3,649,094 shares of Class A Common Stock, $0.01 par value
per share, issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus dated May 29, 2001 relating
to such notes and shares, including any amendments or supplements thereto. The
terms of the notes are set forth in the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is amended by (1) adding the information
below with respect to persons not previously listed in the prospectus or in any
amendments or supplements thereto, and (2) superceding the information with
respect to persons previously listed in the prospectus or in any amendments or
supplements thereto that are specified below:
NUMBER OF SHARES OF CLASS A COMMON STOCK
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PRINCIPAL
AMOUNT OF
NOTES
BENEFICIALLY
OWNED AND BENEFICIALLY OFFERED OWNED AFTER
NAME OF SELLING SECURITYHOLDER OFFERED HEREBY OWNED(1) HEREBY THE OFFERING
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NOT PREVIOUSLY LISTED
Pell Rudman Trust Co. ............................ 3,754,000 43,214 43,214 -0-
Wyoming State Treasurer .......................... 23,000 264 264 -0-
PREVIOUSLY LISTED
Goldman Sachs and Company ........................ 7,710,000 88,755 88,755 -0-
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(1) These shares of Class A Common Stock are issuable upon conversion of the
notes.
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The date of this prospectus supplement is November 8, 2001