-----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, Q7uRJBpnkVJvYoNafvpMF4aqnnnv/42GqlmJk+QIfYsGoaml1j7fBFR5IkFh2ohc w8fnPCongpt1+Uh9mR3M7w== 0000912057-01-517495.txt : 20010627 0000912057-01-517495.hdr.sgml : 20010627 ACCESSION NUMBER: 0000912057-01-517495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010524 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04850 FILM NUMBER: 1647454 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 a2050393z8-k.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- 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): MAY 23, 2001 COMPUTER SCIENCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) NEVADA 1-4850 95-2043126 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2100 East Grand Avenue El Segundo, California, 90245 (Address of Principal Executive Offices, Including Zip Code) (310) 615-0311 (Registrant's Telephone Number, Including Area Code) NONE (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS. On December 22, 2000, Computer Sciences Corporation (the "Company") filed a Registration Statement on Form S-3 (No. 333-52710) relating to the registration under the Securities Act of 1933, as amended, of up to an initial aggregate offering price of $1 billion of debt securities, preferred stock and common stock of the Company. The Registration Statement was amended by Amendment No. 1 filed on February 6, 2001 and was declared effective on February 9, 2001. The Company has entered into an Indenture dated as of February 26, 2001 between the Company and Citibank, N.A., as trustee (the "Trustee"), pursuant to which the Company intends to issue debt securities registered pursuant to the Registration Statement. In order to provide for the eligibility of the Trustee under the Trust Indenture Act of 1939, the Trustee has executed a Statement of Eligibility (a copy of such Statement of Eligibility and the exhibit thereto is attached hereto as Exhibit 25). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. The following exhibit is filed with this report on Form 8-K: Exhibit No. Description ----------- ---------------------------------------------------- 25 Statement of Eligibility of Trustee on Form T-1. 2 SIGNATURE 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 hereunto duly authorized. COMPUTER SCIENCES CORPORATION By: /s/ LEON J. LEVEL ----------------------------------- Date: May 24, 2001 Leon J. Level Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ---------- ---------------------------------------------------------- 25 Statement of Eligibility of Trustee on Form T-1. 4 EX-25 2 a2050393zex-25.txt EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ____ ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------- Computer Sciences Corporation (Exact name of obligor as specified in its charter) Nevada 95-2043126 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2100 East Grand Avenue El Segundo, California 90245 (Address of principal executive offices) (Zip Code) ------------------------- Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2000-attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 23rd day of May, 2001. CITIBANK, N.A. By /s/WAFAA ORFY ----------------------------------- Wafaa Orfy Assistant Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATED DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N.A. OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSI- NESS ON MARCH 31, 2001, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT. ASSETS THOUSANDS OF DOLLARS Cash & balances due: Noninterest-bearing balances 8,899,000 Interest-bearing balances 21,247,000 Securities: Held-to-Maturity securities 0 Available-for-sale securities 39,868,000 Federal funds sold 11,252,000 Loans and leases held for sale 4,215,000 Loans and Leases, net of unearned income 242,480,000 LESS: Allowance for loan and lease losses 4,544,000 Loans and leases, net of earned income and allowance 237,936,000 Trading assets 39,123,000 Premises and fixed assets 3,974,000 Other real estate owned 286,000 Investments in unconsolidated subsidiaries 867,000 Customers' liability on acceptance outstanding 1,528,000 Intangible assets: Goodwill 2,273,000 Other intangible assets 3,595,000 Other assets 20,806,000 ------------- TOTAL ASSETS 395,869,000 ============= LIABILITIES Deposits: In domestic offices: 71,054,000 Noninterest-bearing 12,620,000 Interest-bearing 58,434,000 In foreign offices: 212,602,000 Noninterest-bearing 14,351,000 Interest-bearing 198,251,000 Federal funds purchased and securities sold 6,932,000 Trading liabilities 29,238,000 Other borrowed money 23,697,000 Bank's liability on acceptances 1,528,000 Subordinated notes and debentures 8,675,000 Other liabilities 14,481,000 ------------- TOTAL LIABILITIES 368,207,000 ============= EQUITY CAPITAL Perpetual preferred stock 0 Common stock 751,000 Surplus 11,554,000 Retained earnings 15,961,000 Accumulated other comprehensive income -813,000 Other equity capital components 0 ------------- TOTAL EQUITY CAPITAL 27,453,000 ------------- TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL 395,869,000 ============= I, Roger W. Trupin, Controller of the above- named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness fo this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. VICTOR J. MENEZES WILLIAM R. RHODES ALAN S. MACDONALD -----END PRIVACY-ENHANCED MESSAGE-----