UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
o
Check the appropriate box:
|
|
|
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
x
|
|
Soliciting Material Pursuant to §240.14a-12
|
First Consulting Group, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|
|
|
x
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing party:
|
|
|
(4)
|
|
Date Filed:
|
Filed by First Consulting Group, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: First Consulting Group, Inc.
Commission File No.: 000-23651
This filing relates to the proposed acquisition of First Consulting Group, Inc. (
FCG
) by Computer
Sciences Corporation (
CSC
) pursuant to the terms of an Agreement and Plan of Merger, dated as of
October 30, 2007 by and among FCG, LB Acquisition Corp. and CSC. The Agreement and Plan of Merger
is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form
8-K filed by FCG on October 31, 2007 and is incorporated by reference into this filing.
The following updated Frequently Asked Questions was provided to FCG employees on November 2, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frequently Asked Questions
|
|
|
Q#
|
|
|
Immediate Questions about the
Transaction/Organization
|
|
|
Answer
|
|
|
Changes
|
|
|
|
|
TR1
|
|
|
Who is CSC? Where are they located?
What do they do? Do they have a
website? How many employees do they
have?
|
|
|
CSC was founded in 1959 and currently employees 87,000
employees in 92 countries. They reported revenue of $14.9
billion for the 12 months ended March 30, 2007. CSCs
Global Services include consulting and planning to systems
integration and outsourcing. CSC currently services 15
different industries. CSCs Corporate Headquarters is
located in El Segundo, California. More information about
CSC can be found by going to their website at www.CSC.com.
|
|
|
Modified 11/1/07
|
|
|
|
|
TR2
|
|
|
Why have we entered into this
agreement with CSC?
|
|
|
CSC is at the forefront of the global IT services industry
and a very strong player in the healthcare IT space, and
adding FCGs deep healthcare and life sciences domain
knowledge and history to the CSC family makes for a
compelling combination. Our board and management believe
this transaction is the best of both worlds it should
deliver significant value to our stockholders and it should
create opportunities for FCG employees and clients to work
with CSCs world class organization and technology
platforms.
|
|
|
|
|
|
|
|
TR3
|
|
|
Who is CSCs CEO?
|
|
|
Mr. Laphen is chairman, president and chief executive
officer of CSC. He was appointed chairman on July 30, 2007,
and was elected to the position of chief executive officer
on May 21, 2007. Earlier in 2007, he was elected to the
board of directors of the company. Mr. Laphen joined the
company in 1977 and has held a number of senior positions
that have provided a comprehensive mix of technical,
financial and general management experiences in diverse
commercial, public sector, and international markets. Most
recently, Mr. Laphen was the companys president and chief
operating office responsible for the effective execution of
CSCs business plan and for ensuring operational excellence
in the delivery of services to clients around the globe. He
also served as the chief executive of CSCs European Group
from 2000 to 2003. Prior to his European assignment, Mr.
Laphen served as president of the companys Federal Sector
Civil Group where he was responsible for all CSC
business with the United States Federal government civil
agencies.
|
|
|
|
|
|
|
|
TR4
|
|
|
What happens to our current CEO,
Larry Ferguson?
|
|
|
That has not been determined yet.
|
|
|
|
|
|
|
|
TR5
|
|
|
What division of CSC will FCG be in?
|
|
|
Question for CSC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Will all of FCG be in the same
division or will we be placed by
business unit into the appropriate
division?
|
|
|
|
|
|
|
|
|
|
|
TR6
|
|
|
When is the transaction expected to
close?
|
|
|
Targeted close is first quarter of 2008.
|
|
|
|
|
|
|
|
TR7
|
|
|
What do I need to do now?
|
|
|
You should proceed with business as usual in all
circumstances until the transaction is closed. Until
then, we will operate as we have always operated.
|
|
|
|
|
|
|
|
TR8
|
|
|
Who can I talk to if I have questions?
|
|
|
FCG has created an email account specifically for questions
regarding the transition. You may email us at
XXXXXXXXXX@fcg.com for any questions you would like
answered that are not addressed on this initial document.
New questions and answers will be posted as the information
becomes available.
|
|
|
|
|
|
|
|
TR9
|
|
|
What if someone from CSC calls me for
information?
|
|
|
You should direct any inquiries to your Business Unit
President or any EC member.
|
|
|
|
|
|
|
|
TR10
|
|
|
What is going to happen to each
Business Unit?
|
|
|
Your BU President will address this in more detail with you.
|
|
|
|
|
|
|
|
TR11
|
|
|
Who will be communicating with my
client and when?
|
|
|
Clients are receiving information directly from senior
leadership. If you hear of any client issues, please
forward them directly to your Business Unit President so
that they may be addressed.
|
|
|
|
|
|
|
|
TR12
|
|
|
Will any of FCGs contracts be
affected?
|
|
|
None of our contracts should be affected by this
acquisition. The transition should be seamless to the
client and the staff as we continue to meeting the clients
needs on an on-going basis.
|
|
|
Modified 11/1/07
|
|
|
|
|
TR13
|
|
|
Are they going to move the Corporate
Office?
|
|
|
CSCs corporate headquarters is in El Segundo, California.
Any corporate functions will operate out of El Segundo and
not Long Beach.
|
|
|
|
|
|
|
|
TR14
|
|
|
Are they going to shut down any of
our offices?
|
|
|
Unknown at this time, but as we learn more from CSC we will
share the information.
|
|
|
|
|
|
|
|
TR15
|
|
|
What happens to the FCG name and when
would it happen?
|
|
|
Unknown at this time, but as we learn more from CSC we will
share the information.
|
|
|
|
|
|
|
|
TR16
|
|
|
What does it mean that this needs to
be approved by FCGs stockholders?
|
|
|
We have entered into a merger agreement with CSC to acquire
FCG. The merger cannot be completed unless we obtain
stockholder approval of the transaction. The vote required
for this approval is a favorable vote of a majority of the
outstanding shares of our common stock. At the appropriate
time, we call a special meeting of our stockholders to
obtain the required approval. Prior to the special
meeting, we will distribute a proxy statement that will
contain important information about the merger. You are
encouraged to read the proxy statement in its entirety when
it becomes available.
|
|
|
|
|
|
|
|
TR17
|
|
|
Why do you not know any of these
answers yet?
|
|
|
We are working with CSC now and will address unanswered
items as soon as possible. This is a normal part of this
process. Information will become available as the two
parties work through the transition. As soon as it is
finalized, we will be happy to share it with you.
|
|
|
|
|
|
|
|
Added Questions as of 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TR49
|
|
|
Are we merging with CSC or are they
purchasing us? If purchased, does
that mean FCG will no longer exist
or will FCG be an organization
within CSC?
|
|
|
CSC is acquiring FCG through a legal form of
acquisition called a merger. CSC is setting up a
subsidiary that will be merged into FCG and FCG will
end up as a wholly owned subsidiary of CSC. So, the
transaction is called a merger because it is the
legal structure, but CSC is basically acquiring FCG.
|
|
|
Added 11/1/07
|
|
|
|
|
TR50
|
|
|
It would be helpful to understand
the difference between a merger and
an acquisition as the email from
Larry had these two conflicting
statements
|
|
|
A merger is a legal form of an acquisition. In this
transaction, CSC is acquiring FCG through a legal
merger. CSC is setting up a subsidiary company that
will be merged into FCG, and FCG will become a wholly
owned subsidiary of CSC. A merger is one way to
achieve an acquisition.
|
|
|
Added 11/1/07
|
|
|
|
|
TR51
|
|
|
Are we going to keep the FCG name
that is so highly recognized and
respected in the Health Care
communities? Will the FCG logo be
changed?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
TR52
|
|
|
Which firm is serving as the
investment banker?
|
|
|
Per our press release William Blair & Company is
acting as financial advisor to the Board of Directors
of FCG.
|
|
|
Added 11/1/07
|
|
|
|
|
TR53
|
|
|
Why did this happen? Were we in
financial trouble? Was this a
hostile take-over?
|
|
|
Please refer to Larrys announcement to employees
about why this happened. The company is financially
stable. As of September 30, 2007, we had no material
debt and over $90M cash in the bank. No, this was not
a hostile take-over. This was a negotiated
transaction and was the end result of an auction
process that was authorized by FCGs board of
directors and led by our financial advisors from
William Blair & Company. Please read the proxy
statement when it is filed with the SEC for more
information about the background and events leading
to the transaction announcement.
|
|
|
Added 11/1/07
|
|
|
|
|
TR54
|
|
|
At what time will we be working
collaboratively with CSC? In other
words, how soon will we start
communicating with each other
directly?
|
|
|
CSC is not able to communicate directly with
employees until after the shareholder vote. Prior to
the vote, executives from both CSC and FCG will be
working together on a transition plan.
|
|
|
Added 11/1/07
|
|
|
|
|
TR55
|
|
|
How will this information be
communicated to FCGs clients? Will
they be notified on a personal
level? What will be the process
for notification?
|
|
|
Each BU President created a list of their clients to
be contacted once the deal was announced. The intent
was to have one of the BU leaders call each client
personally and make sure that they knew about the
merger and answer any of their questions. The
majority of clients have been contacted at this
point.
|
|
|
Added 11/1/07
|
|
|
|
|
TR56
|
|
|
What can people from CSC say to our
clients? What do we tell a client
who insists on talking to someone
from CSC?
|
|
|
Until the transaction closes, FCG client contact
should be made only by FCG personnel. If you have a
client that insists, please contact your BU
President.
|
|
|
Added 11/1/07
|
|
|
|
|
TR57
|
|
|
Is their organization a vertical
like ours? How are they organized?
|
|
|
We will ask CSC. In the meantime, please feel free
to access their website www.csc.com for information
on how they are organized.
|
|
|
Added 11/1/07
|
|
|
|
|
TR58
|
|
|
How will the merger affect our
project management methodology?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
TR59
|
|
|
How could the duplication of
services from CSC affect us?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TR60
|
|
|
Are expenditures and costs
(budgeted funds) allocated for
projects already in place going to
be halted? Or postponed due to
this?
|
|
|
We do not expect current projects at clients to be
impacted. If it is an internal project specific to
your Business Unit or Corporate area, you should ask
your VP for further guidance.
|
|
|
Added 11/1/07
|
|
|
|
|
TR61
|
|
|
How will this affect any new hires
I have coming onboard? Folks
starting in November...will they be
notified ahead of time? And how?
|
|
|
The Hiring VP or Manager should notify them about the
change. On the new hire website, we have placed a
link to Larrys announcement, the press release and
the FAQs. Also, in orientation, we are covering
information about the merger.
|
|
|
Added 11/1/07
|
|
|
|
|
TR62
|
|
|
What happens with our non-compete
agreements? Are we now free agents
or will we be held to our
agreements?
|
|
|
Your agreements are not impacted by the transaction.
They will remain in effect. These agreements are not
non-compete agreements, they are non-solicitation
agreements, meaning you cannot solicit clients with
whom you have worked or employees of FCG (and CSC
once the transaction closes). The agreement is not a
prohibition on working for any other company, except
a client with whom you have worked, and in that
situation, it would be subject to the consent of FCG
(or CSC once the transaction closes). The employee
agreement also contains customary confidentiality and
inventions assignments provisions that are important
to FCG and CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
TR63
|
|
|
As the year winds down, I know
several projects are ending. How
dangerous is it to be on the bench
when this merger takes place? How
does CSC feel about the bench?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
TR64
|
|
|
CSC has a large global presence?
How will this affect our offshore
centers?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
TR65
|
|
|
What will happen to all the
hardware weve been issued by FCG?
|
|
|
That has not been determined yet. We will let you
know as soon as we know.
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
Employment related questions
|
|
|
Answer
|
|
|
|
|
|
|
|
ER18
|
|
|
Will the acquisition affect my job
security?
|
|
|
This will not impact your job security with FCG as
long as you continue to perform satisfactorily. As
with any job, you are expected to meet all
performance expectations. As part of the transition
and integration planning effort, some functions and
positions will be consolidated. As a result, a small
number of employees may be affected, primarily in the
infrastructure support areas. We are committed to
assist in placement opportunities in other CSC
positions as available.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER19
|
|
|
How will I know if I have a job or
not with CSC?
|
|
|
At some point over the next few months, your BU
President or CSC will let you know the plans.
|
|
|
|
|
|
|
|
ER20
|
|
|
When will we know our job status?
|
|
|
Unknown at this time, but as we learn more from CSC
we will share the information.
|
|
|
|
|
|
|
|
ER21
|
|
|
Will I have to interview for a job
with CSC?
|
|
|
Unknown at this time, but as we learn more from CSC
we will share the information.
|
|
|
|
|
|
|
|
ER22
|
|
|
Can I transfer to a different job
within CSC?
|
|
|
Unknown at this time, but as we learn more from CSC
we will share the information.
|
|
|
|
|
|
|
|
ER23
|
|
|
Will my title change if Im offered
a job with CSC?
|
|
|
FCG employees will be aligned with CSCs job
classification system and there may be some resultant
change in title. However, CSC has committed to make
every reasonable attempt to assure a new title
conveys the same level of professional accomplishment
and responsibility as your current title today.
|
|
|
Modified 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ER24
|
|
|
Will my job responsibilities change?
|
|
|
It is anticipated that your job will remain the same.
Over time, work processes may be reviewed and
enhancements implemented.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER25
|
|
|
If I work for CSC, will I get the
same salary?
|
|
|
Yes, if its the same job that you are doing for FCG.
|
|
|
|
|
|
|
|
ER26
|
|
|
Who will I report to and where?
|
|
|
You will report to the same manager at the same work
location.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER27
|
|
|
Where do I fit in the new
organization?
|
|
|
Over the following months, you will receive more
information about this from your BU President as well
as CSC.
|
|
|
|
|
|
|
|
ER28
|
|
|
Can I continue to work virtually?
|
|
|
For FCG, yes. CSC, also, allows its employees to
work virtually.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER29
|
|
|
Are there any changes to the
policies and processes?
|
|
|
Continue to follow current policy and processes, as
part of the integration and transition planning
process, any changes in policy and processes will be
communicated.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER30
|
|
|
What happens if I am laid off after
the deal close date?
|
|
|
The merger agreement between CSC & FCG will provide
coverage under FCG severance guidelines for a period
of six months after closing of the acquisition if
your job is eliminated by reduction-in-force.
|
|
|
Modified 11/1/07
|
|
|
|
|
ER31
|
|
|
If I decide to leave now, can I get
a severance package?
|
|
|
No. Severance will only be paid if your position is
eliminated by CSC as a result of the transaction, and
you stay through the requested date of separation.
|
|
|
|
|
|
|
|
ER32
|
|
|
Will there be outplacement services
offered for those who lose their
jobs?
|
|
|
Employees at Manager level and above will receive
outplacement services. For all others, they will
receive a detailed guide on career transition.
|
|
|
|
|
|
|
|
ER33
|
|
|
What happens to my Immigration
process if I am pending a Green
Card?
|
|
|
Processing would continue as long as your employment
continues. You should contact HR for any case
specific information
|
|
|
|
|
|
|
|
ER34
|
|
|
What happens if Im in the US on an
L-1 Visa working on a project?
|
|
|
You will continue to support your client in your
current role for so long as your employment
continues.
|
|
|
|
|
|
|
|
Added Questions as of 11/1/07
|
|
|
ER66
|
|
|
Will we be required to reapply for
our positions
|
|
|
We have not heard that this would happen but we will
ask CSC to be certain.
|
|
|
Added 11/1/07
|
|
|
|
|
ER67
|
|
|
Will we be required to bid upon
jobs as transitionally employed of
CSC than FCG?
|
|
|
We are not aware of any bidding process for jobs.
|
|
|
Added 11/1/07
|
|
|
|
|
ER68
|
|
|
I am in the last stage of my green
card process, how is this going to
affect that process as I am not
supposed to change companies during
this process?
|
|
|
The transition does not affect your green card
process as long as you continue to be employed with
the company. Mergers are not considered new
companies for this process.
|
|
|
Added 11/1/07
|
|
|
|
|
ER69
|
|
|
Will I have a chance with Green
Card since in future we will be
working for CSC?
|
|
|
The transition should not affect any green cards that
are in process. If your green card is not in process
yet and you are planning on applying for one, we will
need to obtain guidance from CSC on their guidelines
around green cards before we would start
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ER70
|
|
|
What is the annual review cycle for
CSC and how will our two planned
annual reviews on 4/1/08 and 7/1/08
be affected? Does CSC have
anything similar to PCADS? What is
their annual review timing
anniversary date, focal?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
ER71
|
|
|
My work day is 7 hours, will that
remain the same?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
ER72
|
|
|
Im on process of applying for L1
Visa to work onshore. Will this
merge affect the process?
|
|
|
This should not impact your Visa process at this time.
|
|
|
Added 11/1/07
|
|
|
|
|
ER73
|
|
|
If we are currently going through
the immigration process to get
green card through FCG. I saw in
the FAQs that the process is going
to continue as long as we are
employed with FCG/CSC. If there are
any additional costs incurred
(lawyer fees, application fees
etc.) because of this merger and
change of companies, who will bear
those costs (employee or CSC)? Also
will there be any impact on the
process itself (for example: more
delay with the green card process
etc.)?
|
|
|
We will ask CSC about who bears any additional costs
and if there are any expected delays for green cards
in a situation such as this.
|
|
|
Added 11/1/07
|
|
|
|
|
ER74
|
|
|
Why does this headhunter/recruiter
calling me seem to know more about
what is happening in this deal than
my leadership is telling me?
|
|
|
FCG does not share information on the merger with
headhunters or recruiters beyond publicly released
information in press releases and filings with the
Securities and Exchange Commission which are
available to the general public.
|
|
|
Added 11/1/07
|
|
|
|
|
ER75
|
|
|
Will they allow us to work
virtually still or will we have to
be officed on days were not at
client sites? If so, will they
relocate us? And, when get we get a
list of offices and locations?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
Compensation & Benefits Questions
|
|
|
Answer
|
|
|
|
|
|
|
|
CB35
|
|
|
What happens to the FCG Management
Bonus Plan?
|
|
|
It will continue to apply until the merger closes,
and payments will be made under the plans if
performance parameters are achieved.
|
|
|
|
|
|
|
|
CB36
|
|
|
Will my pay change?
|
|
|
The acquisition will not result in any changes to pay
rates. During the period of transition, any pay
changes will be the result of normal business
activities (e.g., transfer to new position, etc.).
|
|
|
Modified 11/1/07
|
|
|
|
|
CB37
|
|
|
Will I continue to receive my
annual review and appropriate
increase throughout the transition?
|
|
|
If the merger closes during first quarter of 2008 as
expected and you are employed by CSC, then you would
fall under the CSC annual review schedule and not
FCGs. If the closing of the merger extends beyond
the first quarter of 2008, then we will proceed with
annual reviews according to our regular process.
|
|
|
|
|
|
|
|
CB38
|
|
|
When will our FCG benefits change
to CSCs benefit plans?
|
|
|
The plan is if deal closes prior to April 1, benefits
will remain under FCG plans until April 1. If deal
closes after April 1, benefits will change to CSC as
soon as possible thereafter.
|
|
|
Modified 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CB39
|
|
|
Is there any change to the benefits
package (medical, dental, vision,
life insurance, accidental death &
dismemberment, short term
disability, long term disability,
401(k) and supplemental life)?
|
|
|
There is no immediate change to the comprehensive
benefits package, as a result of the acquisition. As
part of the integration and transition planning
process, FCG employees will receive detailed
information and briefings on the CSC benefit
offerings.
|
|
|
Modified 11/1/07
|
|
|
|
|
CB40
|
|
|
How soon can I see a side by side
benefits comparison?
|
|
|
We will need to get further information from CSC
before answering this question
|
|
|
|
|
|
|
|
CB41
|
|
|
Is there any change to paid time
off (personal, vacation, and
holiday time)?
|
|
|
There are no immediate changes to the paid time off
benefits. During the period of transition, current
FCG policies and practices will remain in force.
Vacation requests, etc. remain in the hands of your
current supervisor and will be honored if approved by
your current supervisor.
|
|
|
Modified 11/1/07
|
|
|
|
|
CB42
|
|
|
Will my paid time off balances
transfer to CSC upon the completion
of the transition?
|
|
|
Paid time off (PTO) will transfer to CSC at close of
the merger if you are still employed by CSC following
the closing.
|
|
|
|
|
|
|
|
CB43
|
|
|
Will my FCG service date be honored
for Family and Medical Leave Act
purposes?
|
|
|
Yes
|
|
|
Modified 11/1/07
|
|
|
|
|
CB44
|
|
|
How will my FCG service time be
treated by CSC?
|
|
|
Your FCG adjusted hire date will be retained and your
service time with FCG will be used to determine your
eligibility for vacation leave accrual under CSC
vacation accrual schedule. Your FCG service time
will also count toward meeting the vesting
requirements for CSCs 401(k) Plan, known as the
Matched Asset Plan (MAP).
|
|
|
|
|
|
|
|
CB45
|
|
|
What happens to FCG stock held
within the 401(k)?
|
|
|
Within the 401(k), any funds held in company stock as
of the day the transaction closes will be converted
to cash at the offer price, and distributed
proportionally to your participant investment
elections.
|
|
|
|
|
|
|
|
CB46
|
|
|
What happens to the FCG stock
grants (stock options and
restricted stock) that were given
to me that havent fully vested
yet?
|
|
|
Any stock option or restricted stock grants will vest
100% on the day the transaction closes. Any
in-the-money stock options (i.e., stock options
with an exercise price less than $13 per share) will
be cashed out at the closing.
|
|
|
|
|
|
|
|
CB47
|
|
|
What happens to the FCG stock that
I own for example in the ASPP?
|
|
|
The merger agreement provides that all outstanding
FCG stock will be purchased by CSC at the closing of
the merger for $13 per share.
|
|
|
|
|
|
|
|
CB48
|
|
|
What if I have scheduled time off
prior to the closing of the merger?
|
|
|
Vacation requests, etc. remain in the hands of your
current supervisor and will be honored if approved by
your current supervisor.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Added Questions as of 11/1/07
|
|
|
CB76
|
|
|
What will happen to any
unexercised FCG stock options
that I may have. Should/can they
be exercised prior to the
acquisition? Will they be
converted to CSC stock?
|
|
|
CSC will pay cash to acquire FCG so
there will be no conversion of FCG
options into options to purchase CSC
stock. Any unexercised options that
exist at the closing will either be
cashed out or they will expire. Stock
options with an exercise price per share
less than $13 will be cashed out for an
amount equal to $13 less the exercise
price per share (i.e., if your exercise
price is $10, the stock option will be
cashed out for $3 per share). Taxes
will also be withheld from this cash out
amount. If the exercise price is $13 or
greater, the option will terminate at
the closing of the transaction. In
terms of whether you can exercise a
stock option prior to the closing, you
may so long as you are not selling the
shares while in possession of insider
information. Please refer to our
insider trading policy in the Associate
Handbook, or ask Mike Zuercher if you
have any questions. You may also want
to consult with a personal financial
advisor regarding a decision to exercise
stock options prior to the closing of
the merger.
|
|
|
Added 11/1/07
|
|
|
|
|
CB77
|
|
|
What happens to my vested options?
|
|
|
If the exercise price of the options
(vested or unvested) is less than $13
per share, you will receive cash in the
merger in an amount equal to $13 minus
your exercise price per share minus any
tax withholding that the company is
required to make on the sale of those
shares/options. If the exercise price
of your stock options is $13 per share
or higher, your options will terminate
as of the closing.
|
|
|
Added 11/1/07
|
|
|
|
|
CB78
|
|
|
What happens to my unvested
options?
|
|
|
Your unvested options vest in full on
the day the deal closes and if the
exercise price of the unvested options
is less than $13 per share, you will
receive cash in the merger in an amount
equal to $13 minus your exercise price
per share minus any taxes owed by you on
the sale of those shares/options. If
the exercise price of your stock options
is $13 per share or higher, your options
will terminate as of the closing.
|
|
|
Added 11/1/07
|
|
|
|
|
CB79
|
|
|
What happens to stock options
that are set to expire Q4?
|
|
|
You should contact Mike Zuercher in
Legal to discuss your personal options.
|
|
|
Added 11/1/07
|
|
|
|
|
CB80
|
|
|
Will any other stock options be
given through the rest of the
year?
|
|
|
No further stock options will be granted.
|
|
|
Added 11/1/07
|
|
|
|
|
CB81
|
|
|
Can we still trade stock? What is
the black out period for us?
|
|
|
Trading in FCG stock remains subject to
our insider trading policy in our
Associate Handbook. If you have any
questions, please contact Mike Zuercher
|
|
|
Added 11/1/07
|
|
|
|
|
CB82
|
|
|
Will FCG stock owned (in our
eTrade account) also be cashed
out at the closing at $13/share
|
|
|
Any stock that is owned outright such as
stock in your ASPP or stock you have
purchased on your own will be converted
into the right to receive $13 per share
at closing.
|
|
|
Added 11/1/07
|
|
|
|
|
CB83
|
|
|
What exactly does cash-out mean
from the What happens to the FCG
Stock that I own for example in
the ASPP?
|
|
|
All outstanding shares of FCG stock,
including those held in the ASPP, will
be converted into the right to receive
$13 per share in cash.
|
|
|
Added 11/1/07
|
|
|
|
|
CB84
|
|
|
The FAQs have the following. This
tells me that in-the-money
options are cashed out at the $13
per share offer price. Are stock
grants also cashed out in the
same way?
|
|
|
Shares of restricted stock that have
been granted will vest in full at the
closing of the transaction and will
receive $13 per share.
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CB85
|
|
|
I worked for CSC before coming to
FCG, will my time there become
part of my length of service with
the combined firms?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
CB86
|
|
|
What is FCG Severance Policy?
|
|
|
An employee is eligible for severance if
their employment is involuntary
terminated by FCG in a
reduction-in-force and not related to
performance issues. FCG severance
guidelines are based on level of
position and tenure.
|
|
|
Added 11/1/07
|
|
|
|
|
CB87
|
|
|
Will current 401k still be valid
and be able to put contributions
in or will this stop and a new
one start?
|
|
|
The plan will continue to operate as
normal under FCGs plan until after the
close. CSC will provide information
about transition of the 401K once it
becomes available and once a closing
date has been determined.
|
|
|
Added 11/1/07
|
|
|
|
|
CB88
|
|
|
Will the insurance plan change?
|
|
|
There are no plans to change insurance
carriers or plans until after closing.
If the close occurs before April 1,
2008, you will remain on FCG insurance
plans until March 31, 2008
|
|
|
Added 11/1/07
|
|
|
|
|
CB89
|
|
|
If your position is eliminated
will you be paid for any
outstanding PTO Balance
|
|
|
If your position is eliminated while
employed by FCG, PTO balance is paid
out. We will ask CSC how they handle
this after the transition.
|
|
|
Added 11/1/07
|
|
|
|
|
CB90
|
|
|
What happens to my SERP?
|
|
|
The SERP balance will be 100% vested
upon the deal close. CSC will need to
determine whether the SERP plan will be
carried forward.
|
|
|
Added 11/1/07
|
|
|
|
|
CB91
|
|
|
Will salaries be evaluated?
|
|
|
The acquisition itself will not result
in any changes to pay rates. During the
period of transition, any pay changes
will be the result of normal business
activities (e.g., transfer to new
position, etc.).
|
|
|
Added 11/1/07
|
|
|
|
|
CB92
|
|
|
A friend and former employee of
FCG has kept FCG stock in his
401K plan. Since he is no longer
with FCG, he does not have
participant investment elections.
How will the converted cash be
distributed within his 401K?
|
|
|
This FAQ is for FCG Employees not former
employees. All participants in the 401K
will receive communication about what
happens to their 401K once we know
including any converted cash.
|
|
|
Added 11/1/07
|
|
|
|
|
CB93
|
|
|
It would be helpful if we could
see what the CSC health/benefits
package might look like
specifically re: insurance
company choices, etc
|
|
|
There is no immediate change to the
comprehensive benefits package, as a
result of the acquisition As part of the
integration and transition planning
process, FCG employees will receive
detailed information and briefings on
the CSC benefit offerings.
|
|
|
Added 11/1/07
|
|
|
|
|
CB94
|
|
|
Right now my fiancé is included
in my benefits as a domestic
partner. Would I be
grandfathered in if CSC does not
provide domestic partner benefits
or would he not be able to be
covered until we are married?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
CB95
|
|
|
It is probably to early yet, but
how does CSC handle the Home
State issue (Sarbanes Oxley) in
regards to taxes?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
CB96
|
|
|
What is the salary gross up
policy for CSC when employees are
at client site for more than one
year?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
CB97
|
|
|
Why are outplacement services
only offered to Managers and
above?
|
|
|
FCGs severance guidelines, including
outplacement services, are based on
competitive market data.
|
|
|
Added 11/1/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Unit Questions
|
|
|
Answer
|
|
|
|
|
|
|
|
Corp 98
|
|
|
Will there be a town hall call
for Corporate?
|
|
|
Not at this time. The VPs in Corporate
thought it made more sense to talk to
their groups individually rather than as
one big group. Once we have more
information, then it makes sense to have
a Town Hall Call.
|
|
|
Added 11/1/07
|
|
|
|
|
FCGI 99
|
|
|
What is the future prospects of
BPO in FCGI after the
acquisition? What is the job
security of BPO employees after
the acquisition?
|
|
|
We will ask CSC.
|
|
|
Added 11/1/07
|
|
|
|
|
HDS 100
|
|
|
What is the size of CSCs
healthcare IT division, and how
will HDS associates be folded
into that group?
|
|
|
As far as size of CSCs healthcare IT
division, please access their website
for this information. We do not know
yet how HDS employees will be folded
into that group.
|
|
|
Added 11/1/07
|
|
|
|
|
Additional Information about the Transaction and Where to Find It
A special stockholder meeting will be announced soon to obtain stockholder approval. In
connection with the merger, FCG intends to file relevant materials, including a proxy statement,
with the Securities and Exchange Commission. Investors and security holders of FCG are urged to
read the definitive proxy statement and other relevant materials when they become available because
they will contain important information about FCG, CSC and the proposed transaction. The proxy
statement and other relevant materials (when they become available), and any other documents filed
by FCG with the Securities and Exchange Commission, may be obtained free of charge at the SECs
website at http://www.sec.gov, at FCGs website at www.FCG.com or by directing a written request
to: First Consulting Group, Inc., 111 West Ocean Boulevard, 4th Floor, Long Beach, California
90802, Attention: Corporate Secretary. Security holders are urged to read the proxy statement and
the other relevant materials when they become available before making any voting or investment
decision with respect to the merger.
Participants in Solicitation
FCG and its directors, executive officers and certain other members of management and
employees may be deemed to be participants in soliciting proxies from its stockholders in favor of
the proposed merger. Information regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of FCGs stockholders in connection with the
proposed transaction will be set forth in FCGs proxy statement for its special meeting. Additional
information regarding these individuals and any interest they have in the proposed transaction will
be set forth in the definitive proxy statement when it is filed with the SEC.
First Consulting (NASDAQ:FCGI)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
First Consulting (NASDAQ:FCGI)
Historical Stock Chart
Von Sep 2023 bis Sep 2024