-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ot6oY+yBgt8wDQqq8Q/KY7u4lnk2n1kfPKCA751gHbeTKgI56id+DDGYPbN47FvF NM10PDUvfrMSaLoz/+Tf9Q== 0001104659-06-008411.txt : 20060213 0001104659-06-008411.hdr.sgml : 20060213 20060213170215 ACCESSION NUMBER: 0001104659-06-008411 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFILIATED COMPUTER SERVICES INC CENTRAL INDEX KEY: 0000002135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 510310342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43971 FILM NUMBER: 06604567 BUSINESS ADDRESS: STREET 1: 2828 N HASKELL AVE STREET 2: PO BOX 219002 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2148416111 MAIL ADDRESS: STREET 1: 2828 N HASKELL CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: ACS INVESTORS INC DATE OF NAME CHANGE: 19940603 FORMER COMPANY: FORMER CONFORMED NAME: AFFILIATED COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19721130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 a06-4579_22sc13ga.htm AMENDMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 
1)*

 

 

Affiliated Computer Services, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

 

008190100

(CUSIP Number)

 

 

December 31, 2005

Date of Event Which Requires Filing of the Statement

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[   ]          Rule 13d-1(b)
[X]          Rule 13d-1(c)
[   ]          Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Page 1 of 13


 

CUSIP NO. 008190100

13G

Page 2 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Limited Partnership

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

PN; HC

 

 

Page 2 of 13


 

CUSIP NO. 008190100

13G

Page 3 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Investment Group, L.L.C.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

OO; HC

 

 

Page 3 of 13


 

CUSIP NO. 008190100

13G

Page 4 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

IN; HC

 

 

Page 4 of 13


 

CUSIP NO. 008190100

13G

Page 5 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Wellington LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

OO; HC

 

 

Page 5 of 13


 

CUSIP NO. 008190100

13G

Page 6 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Kensington Global Strategies Fund Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

CO; HC

 

 

Page 6 of 13


 

CUSIP NO. 008190100

13G

Page 7 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Equity Fund Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

CO

 

 

Page 7 of 13


 

CUSIP NO. 008190100

13G

Page 8 of 13 Pages

 

 

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Derivatives Group LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

ý

 

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
0

6.

SHARED VOTING POWER

5,050,741 shares

7.

SOLE DISPOSITIVE POWER
0

8.

SHARED DISPOSITIVE POWER

See Row 6 above.

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 4.3% as of December 31, 2005

12.

TYPE OF REPORTING PERSON

 

OO; BD

 

 

Page 8 of 13


 

CUSIP NO. 008190100

13G

Page 9 of 13 Pages

 

Item 1(a)

Name of Issuer:   AFFILIATED COMPUTER SERVICES, INC.

1(b)

Address of Issuer’s Principal Executive Offices:

 

 

 

 

 

2828 North Haskell

 

 

Dallas, Texas 75204

 

 

 

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

 

Citadel Limited Partnership

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

 

Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

 

Kenneth Griffin

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

U.S. Citizen

 

Citadel Wellington LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

 

 

Page 9 of 13


 

CUSIP NO. 008190100

13G

Page 10 of 13 Pages

 

 

Citadel Kensington Global Strategies Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Bermuda company

 

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

 

Citadel Derivatives Group LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

 

 

2(d)

Title of Class of Securities:

 

 

 

Class A Common Stock, par value $0.01 per share

 

 

2(e)

CUSIP Number:

008190100

 

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

(a)

[__]

Broker or dealer registered under Section 15 of the Exchange Act;

 

 

 

 

 

(b)

[__]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

 

 

 

 

(c)

[__]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

 

 

 

 

(d)

[__]

Investment company registered under Section 8 of the Investment Company Act;

 

 

 

 

 

(e)

[__]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

[__]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

[__]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

[__]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

Page 10 of 13


 

CUSIP NO. 008190100

13G

Page 11 of 13 Pages

 

 

(i)

[__]

A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

(j)

[__]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.  ý

 

Item 4

Ownership:

 

CITADEL LIMITED PARTNERSHIP

CITADEL INVESTMENT GROUP, L.L.C.

KENNETH GRIFFIN

CITADEL WELLINGTON LLC

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

CITADEL EQUITY FUND LTD.

CITADEL DERIVATIVES GROUP LLC

 

(a)

Amount beneficially owned:

 

 

5,050,741 shares

 

(b)

Percent of Class:

 

 

Approximately 4.3% as of December 31, 2005

 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

sole power to vote or to direct the vote:

 

 

 

 

 

0

 

 

 

 

(ii)

shared power to vote or to direct the vote:

 

 

 

 

 

See Item 4(a) above.

 

 

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

 

 

 

 

0

 

 

 

 

(iv)

shared power to dispose or to direct the disposition of:

 

 

 

 

 

See Item 4(a) above.

 

 

 

Item 5

Ownership of Five Percent or Less of a Class:

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ý

 

 

Page 11 of 13


 

CUSIP NO. 008190100

13G

Page 12 of 13 Pages

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

 

Not Applicable.

 

 

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

See Item 2 above.

 

 

 

Item 8

Identification and Classification of Members of the Group:

 

 

 

 

Not Applicable.

 

 

 

Item 9

Notice of Dissolution of Group:

 

 

 

 

Not Applicable.

 

 

 

Item 10

Certification:

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

* Mathew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein.  The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.

 

 

Page 12 of 13


 

CUSIP NO. 008190100

13G

Page 13 of 13 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 13th day of February, 2006

 

 

KENNETH GRIFFIN

CITADEL KENSINGTON GLOBAL

 

STRATEGIES FUND LTD.

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

Matthew B. Hinerfeld, attorney-in-fact*

By:

Citadel Limited Partnership,

 

 

 

its Portfolio Manager

CITADEL INVESTMENT GROUP, L.L.C.

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

By:

/s/ Matthew B. Hinerfeld

 

 

its General Partner

 

Matthew B. Hinerfeld, Managing

 

 

 

Director and Deputy General Counsel

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

Matthew B. Hinerfeld, Managing

CITADEL LIMITED PARTNERSHIP

 

Director and Deputy General Counsel

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

CITADEL EQUITY FUND LTD.

 

its General Partner

 

 

 

 

By:

Citadel Limited Partnership,

By:

/s/ Matthew B. Hinerfeld

 

 

its Portfolio Manager

 

Matthew B. Hinerfeld, Managing

 

 

 

Director and Deputy General Counsel

By:

Citadel Investment Group, L.L.C.,

 

 

 

its General Partner

CITADEL WELLINGTON LLC

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

By:

Citadel Limited Partnership,

 

Matthew B. Hinerfeld, Managing

 

its Managing Member

 

Director and Deputy General Counsel

 

 

 

 

By:

Citadel Investment Group, L.L.C.,

CITADEL DERIVATIVES GROUP LLC

 

its General Partner

 

 

 

 

By:

Citadel Limited Partnership,

 

By:

/s/ Matthew B. Hinerfeld

 

 

its Managing Member

 

Matthew B. Hinerfeld, Managing

 

 

 

Director and Deputy General Counsel

By:

Citadel Investment Group, L.L.C.,

 

 

 

 

its General Partner

 

 

 

 

 

By:

/s/ Matthew B. Hinerfeld

 

 

 

 

Matthew B. Hinerfeld, Managing

 

 

 

Director and Deputy General Counsel

 

 

Page 13 of 13

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