FCGI First Consulting Grp (MM)

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:

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 FCG’s 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?

CSC’s 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 FCG’s 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 Larry’s 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 FCG’s 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 FCG’s 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 Larry’s announcement, the press release and the FAQ’s. 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 we’ve 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 I’m offered a job with CSC?

FCG employees will be aligned with CSC’s 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 it’s 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 I’m 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

I’m 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 FAQ’s 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 we’re 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 FCG’s. 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 CSC’s 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 CSC’s 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 haven’t 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 FCG’s 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?

FCG’s severance guidelines, including outplacement services, are based on competitive market data.

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 SEC’s website at http://www.sec.gov, at FCG’s 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 FCG’s stockholders in connection with the proposed transaction will be set forth in FCG’s 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.

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