SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Amendment No. 1

Superior Consultant Holdings Corporation

(Name of Subject Company (Issuer))

ACS Merger Corp.,

a wholly-owned subsidiary of

Affiliated Computer Services, Inc.

(Names of Filing Persons — Offerors)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

868146101

(CUSIP Number of Class of Securities)

William L. Deckelman, Jr., Esq.

Executive Vice President, Secretary and General Counsel

Affiliated Computer Services, Inc.

2828 North Haskell

Dallas, Texas 75204

(214) 841-6111

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

With Copies to:

Thomas W. Hughes, Esq.

D. Forrest Brumbaugh, Esq.

Fulbright & Jaworski L.L.P.

2200 Ross Ave., Suite 2800

Dallas, Texas 75201

(214) 855-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$95,678,533	$11,261.36

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based on the product of (i) $8.50 (i.e. the tender offer price) and (ii) 11,256,298, the estimated number of shares of Superior common stock to be acquired in this tender offer and the merger (including 704,768 shares of Superior common stock issuable upon the exercise of outstanding options and warrants having an exercise price less than $8.50 that could be tendered in the tender offer).

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, equals is $117.70 per million of the aggregate transaction valuation.

     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.    x

Amount Previously Paid: $11,261.36	Filing Party: ACS Merger Corp. and Affiliated Computer Services, Inc.
Form or Registration No.: Schedule TO (SEC File No. 5-53621)	Date Filed: December 23, 2004

     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.    o

     Check the appropriate boxes below to designate any transactions to which the statement relates:

þthird party tender offer subject to Rule 14d-1	ogoing-private transaction subject to Rule 13e-3.
oissuer tender offer subject to Rule 13e-4	oamendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer.    o

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed with the Securities and Exchange Commission on December 23, 2004 by ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), relating to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Superior Consultant Holdings Corporation, a Delaware corporation, at a purchase price of $8.50 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 2004, and in the Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2) thereto, respectively (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”).

Item 12.  Exhibits

      Item 12 is hereby amended and supplemented with the following information:

(a)(7)	Form of Letter from the Purchaser to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(8)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.

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SIGNATURES

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AFFILIATED COMPUTER SERVICES, INC

By:  /s/ WARREN D. EDWARDS

       Name: Warren D. Edwards

       Title:   Executive Vice President and Chief Financial Officer

ACS MERGER CORP.

By:  /s/ CYNTHIA L. HAGEMAN

       Name: Cynthia L. Hageman

       Title:   Assistant Secretary

Dated: December 28, 2004

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INDEX TO EXHIBITS

Exhibit
No.		Document
	(a)(1)*	Offer to Purchase, dated December 23, 2004.
	(a)(2)*	Form of Letter of Transmittal.
	(a)(3)*	Form of Notice of Guaranteed Delivery.
	(a)(4)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(5)*	Press Release issued by Affiliated Computer Services, Inc. on December 17, 2004.
	(a)(6)*	Summary Newspaper Advertisement published in The Wall Street Journal on December 23, 2004.
	(a)(7)	Form of Letter from the Purchaser to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
	(a)(8)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
	(b)(1)*	Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of October 27, 2004, by and among Affiliated Computer Services, Inc., other Borrowers from time to time party thereto, the Lender Parties from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and others (filed as Exhibit 10.1 to ACS’ Current Report on Form 8-K, filed October 29, 2004 and incorporated herein by reference).
	(d)(1)*	Agreement and Plan of Merger, dated as of December 17, 2004, by and among Affiliated Computer Services, Inc., ACS Merger Corp. and Superior Consultant Holdings Corporation.
	(d)(2)*	Form of Tender and Voting Agreement, dated as of December 17, 2004, among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., ACS Merger Corp. and selected directors and officers of Superior Consultant Holdings Corporation.
	(d)(3)*	Confidentiality Agreement, dated June 14, 2004, between Affiliated Computer Services, Inc. and William Blair & Company, L.L.C., as agent for Superior Consultant Holdings Corporation.
	(g)	Not applicable.
	(h)	Not applicable.

*  Previously filed.

EX-99.(A)(7)

Exhibit (a)(7)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock of

Superior Consultant Holdings Corporation

at $8.50 Net per Share

by

ACS Merger Corp.,

a Wholly Owned Subsidiary of

Affiliated Computer Services, Inc.

       THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

December 23, 2004

To Brokers, Dealers, Banks,

Trust Companies and other Nominees:

      We are ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), that has made an offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), at a price of $8.50 per share (the “Offer Price”), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and in the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares that are registered in your name or in the name of your nominee.

      Holders of Shares who wish to tender their Shares but whose certificates for such Shares (the “Share Certificates”) are not immediately available, who cannot complete the procedures for book-entry transfer on a timely basis, or who cannot deliver all other required documents to Mellon Investor Services LLC (the “Depositary”) prior to the Expiration Date (as defined in the Offer to Purchase) of the Offer must tender their Shares according to the guaranteed delivery procedure set forth in the Offer to Purchase.

      Enclosed herewith are copies of the following documents:

      1. The Offer to Purchase dated December 23, 2004;

      2. The Letter of Transmittal to be used by stockholders of Superior to tender Shares in the Offer (manually signed facsimile copies of the Letter of Transmittal may also be used to tender Shares);

      3. A letter to stockholders of Superior from the Chief Executive Officer, accompanied by Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission by Superior which includes the recommendation of Superior’s board of directors that Superior stockholders accept the Offer and tender their Shares to the Purchaser pursuant to the Offer;

      4. A printed form of letter that may be sent to your clients for whose account you hold Shares that are registered in your name or in the name of your nominee, with space provided for obtaining such clients instructions with regard to the Offer;

      5. Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary or if the procedures for book-entry transfer cannot be completed on a timely basis;

      6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

      7. Return envelope addressed to Mellon Investor Services LLC as the Depositary for the Offer.

      We urge you to contact your clients promptly. Please note that the Offer will expire at 12:00 midnight, New York City time, on January 24, 2005, unless the Offer is extended.

      The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in the Offer to Purchase) of the Offer, that number of Shares that, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including the Purchaser), represent at least a majority of the “Fully Diluted Number of Shares,” which is defined in the Merger Agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. (The foregoing condition is referred to as the “Minimum Condition” in this Offer to Purchase).

      Certain of Superior’s directors and officers have entered into Tender and Voting Agreements with ACS and the Purchaser pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock which they may acquire, to the Purchaser in the Offer. The parties to these Tender and Voting Agreements have also agreed to vote all of their shares of Superior common stock in favor of adoption of the Merger Agreement and otherwise in favor of the Merger. As of November 30, 2004, the stockholders who executed Tender and Voting Agreements held in the aggregate 5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The Tender and Voting Agreements provide that they terminate upon any termination of the Merger Agreement, and that the stockholders who executed Tender and Voting Agreements may terminate such agreements if the Merger Agreement is amended to decrease the Offer Price or change the form or mix of consideration to be paid for the Superior common stock in the Offer without the stockholder’s prior consent. The Offer is subject to certain other conditions contained in Sections 1 and 13 of the Offer to Purchase.

      The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004 (the “Merger Agreement”), by and among ACS, the Purchaser and Superior pursuant to which, following the purchase of shares of Superior common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into Superior (the “Merger”), with Superior surviving the Merger as a wholly owned subsidiary of ACS. As a result of the Merger, each outstanding Share (other than Shares owned by ACS, the Purchaser, Superior or any subsidiary of ACS or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer in cash, without interest thereon.

      Superior’s board of directors has, at a meeting held on December 16, 2004, by the unanimous vote of all directors of Superior, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) declared that the Merger Agreement is advisable; (iv) resolved to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (v) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreement; and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior

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common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreement. Accordingly, Superior’s board of directors unanimously recommends that the stockholders of Superior accept the Offer and tender their shares of Superior common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement.

      On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date of the Offer, the Purchaser will accept for payment, and pay for, all Shares validly tendered to the Purchaser and not withdrawn prior to the Expiration Date of the Offer. To validly tender Shares in the Offer (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, and any other required documents, must be received by the Depositary prior to the Expiration Date of the Offer; (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message, (as defined in the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date of the Offer and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in the Offer to Purchase), must be received by the Depositary prior to the Expiration Date of the Offer; or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date of the Offer.

      Neither the Purchaser nor ACS will pay any fees or commissions to any broker or dealer or other person (other the Depositary and Mellon Investor Services LLC, who is serving as the Information Agent for the Offer, as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares in connection with the Offer. You will be reimbursed by the Purchaser upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your customers. The Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

      Questions regarding the Offer, and requests for additional copies of the enclosed material, may be directed to the Information Agent at its address and telephone number listed on the back cover of the Offer to Purchase.

Very truly yours,

ACS Merger Corp.

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, ACS, THE DEPOSITARY OR THE INFORMATION AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL FOR THE OFFER.

3 EX-99.(A)(8) 3 d21042aexv99wxayx8y.htm FORM OF LETTER TO CLIENTS

EXHIBIT (a)(8)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock of

Superior Consultant Holdings Corporation

at $8.50 Net per Share

by

ACS Merger Corp.

a Wholly Owned Subsidiary of

Affiliated Computer Services, Inc.

       THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

December 23, 2004

To Our Clients:

      Enclosed for your consideration is an Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and the Letter of Transmittal (which, together with amendments or supplements thereto, collectively constitute the “Offer”) relating to the Offer by ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), at a price of $8.50 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer. Also enclosed for your consideration is a letter to the stockholders of Superior from the Chief Executive Officer of Superior, accompanied by Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9.

      We (or our nominees) are the holder of record of 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. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Shares held by us for your account.

      We request instructions as to whether you wish to tender any or all of the Shares held by us for your account pursuant to the terms and conditions set forth in the Offer.

      Your attention is directed to the following:

      1. The offer price for the Offer is $8.50 per Share, net to the seller in cash (without interest thereon) (the “Offer Price”), upon the terms of and subject to the conditions to the Offer.

      2. The Offer is being made for all outstanding Shares.

      3. The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined below) of the Offer Shares that, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including the Purchaser), represent at least a majority of the “Fully Diluted Number of Shares,” which is defined in the Merger Agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that

for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. (The foregoing condition is referred to as the “Minimum Condition” in the Offer to Purchase). Certain of Superior’s directors and officers have entered into Tender and Voting Agreements with ACS and the Purchaser pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock which they may acquire, to the Purchaser in the Offer. The parties to these Tender and Voting Agreements have also agreed to vote all of their shares of Superior common stock in favor of the Merger, the execution and delivery by Superior of the Merger Agreement and the adoption and approval of the Merger Agreement. The Offer is subject to certain other conditions contained in Sections 1 and 13 of the Offer to Purchase.

      4. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004 (the “Merger Agreement”), by and among ACS, the Purchaser and Superior pursuant to which, following the purchase of shares of Superior common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into Superior (the “Merger”), with Superior surviving the Merger as a wholly owned subsidiary of ACS. As a result of the Merger, each outstanding Share (other than Shares owned by ACS, the Purchaser, Superior or any wholly owned subsidiary of ACS or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the price per Share paid in the Offer in cash, without interest thereon.

      5. Superior’s board of directors has, at a meeting held on December 16, 2004, by the unanimous vote of all directors of Superior, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) declared that the Merger Agreement is advisable; (iv) resolved to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (v) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreement; and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreement. Accordingly, Superior’s board of directors unanimously recommends that the stockholders of Superior accept the Offer and tender their shares of Superior common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement.

      6. The Offer expires at 12:00 midnight, New York City time, on January 24, 2005 (the “Expiration Date”), unless the Offer is extended by the Purchaser, in which event the term Expiration Date will mean the latest time at which the Offer, as so extended by the Purchaser, will expire.

      7. Any stock transfer taxes applicable to a sale of Shares to the Purchaser will be borne by the Purchaser, except as otherwise set forth in Instruction 6 of the Letter of Transmittal.

      8. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the Depositary or the Information Agent, or except as set forth in Instruction 6 of the Letter of Transmittal for the Offer, transfer taxes on the purchase of Shares by the Purchaser in the Offer. However, federal income tax backup withholding at a rate of 28% may be required, unless the required taxpayer identification information is provided or an exemption is available. See the Letter of Transmittal for the Offer for more information.

      Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the Expiration Date of the Offer.

      If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on

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the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date of the Offer.

      On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date of the Offer, the Purchaser will accept for payment, and pay for, all Shares validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date of the Offer. To validly tender Shares in the Offer (i) the certificate(s) representing the tendered Shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary for the Offer prior to the Expiration Date of the Offer; (ii) in the case of a tender effected pursuant to the book-entry transfer procedures described in the Offer to Purchase (a) either the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message described in the Offer to Purchase, and any other required documents, must be received by the Depositary for the Offer prior to the Expiration Date of the Offer and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation described in the Offer to Purchase must be received by the Depositary for the Offer prior to the Expiration Date of the Offer; or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date of the Offer.

      Under no circumstances will interest be paid on the purchase price of the Shares to be paid by the Purchaser, regardless of any extension of the Offer or any delay in making such payment.

      The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE

FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK

OF SUPERIOR CONSULTANT HOLDINGS CORPORATION

      The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase of ACS Merger Corp., dated December 23, 2004 (the “Offer to Purchase”), and the Letter of Transmittal relating to shares of common stock, par value $0.01 per share (the “Shares”), of Superior Consultant Holdings Corporation, a Delaware corporation.

      This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all shares) 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 Letter of Transmittal.

      Number of Shares to be Tendered(1):                     Shares

SIGN HERE

Signature(s)

Please Type or Print Name(s)

Please Type or Print Address(es)

Area Code and Telephone Number 

Taxpayer Identification or Social Security No. 

Dated:                     , 200

(1)  Unless otherwise indicated, it will be assumed that all your Shares are to be tendered.

4 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(8)

exv99wxayx8y