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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
June 7, 1999
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CERIDIAN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-1969 52-0278528
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8100 34th Avenue South, Minneapolis, Minnesota 55425
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 853-8100
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 7, 1999, Spring Acquisition Corp. ("Purchaser"), a Florida
corporation and a wholly owned subsidiary of Ceridian Corporation ("Parent"), a
Delaware corporation, completed its tender offer (the "Offer") for all of the
outstanding shares of voting common stock, par value $.01 per share ("Common
Stock"), of ABR Information Services, Inc., a Florida corporation (the
"Company"), by accepting for payment all of the approximately 28,271,055 shares
(the "Shares") of Common Stock which were validly tendered and not withdrawn
prior to the expiration of the Offer. Upon completion of the Offer, which was
made pursuant to the Agreement and Plan of Merger, dated as of April 30, 1999
and as amended on June 2, 1999 (as so amended, the "Merger Agreement"), among
the Company, Parent and Purchaser (copies of which are filed as Exhibits 2.1 and
2.2 hereto), Parent acquired beneficial ownership of the Shares which represents
approximately 98.3 percent of the Company's current outstanding Common Stock.
The Merger Agreement provides, among other things, that after the purchase of
the Shares pursuant to the Offer, the Purchaser will be merged with and into the
Company (the "Merger") on the terms and subject to the conditions set forth
therein. At the effective time of the Merger, the Company will become a wholly
owned subsidiary of Parent and the shares of Common Stock not owned by Purchaser
will be cancelled, extinguished and converted into the right to receive, without
interest, $25.50 per share. The Merger will be effective when articles of
merger are filed with the Florida Department of State, which is expected to
occur on or about July 21, 1999.
The purchase price for the outstanding shares of the Company's Common
Stock at $25.50 per share is approximately $733.5 million. The purchase price
was determined through arm's-length negotiations between representatives of
Parent and the Company. Financing for the Offer was provided through a
combination of existing cash balances, borrowings under a domestic credit
agreement and a short-term unsecured loan, and the proceeds from the sale of
senior notes. Financing for the Merger will be provided through a combination
of existing cash balances and borrowings under a domestic credit agreement.
Based on the number of shares validly tendered and not withdrawn
pursuant to the Offer and the price per share of Common Stock of $25.50,
Purchaser has paid approximately $721 million, in cash, for the Shares accepted
pursuant to the Offer. Purchaser obtained these funds from Parent. Parent
obtained $450 million of these funds from a short-term loan from Bank of America
National Trust and Savings Association ("Bank of America") pursuant to a Credit
Agreement between Bank of America and Parent, dated June 7, 1999. Parent
obtained the remainder of these funds from a $250 million line of credit from
which $210 million has been drawn down, and existing cash balances. The $450
million short-term loan was repaid in full by Parent on June 10, 1999 using a
combination of the net proceeds from the sale by Parent of $450 million in 7.25%
Senior Notes due 2004 to a group of institutional investors and existing cash
balances.
The Company provides comprehensive benefits administration, payroll
and human resource services to employers seeking to outsource functions such as
COBRA, HIPAA, payroll and tax deposit filings, flexible spending accounts,
qualified plans and other services.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The registrant has determined that it is impracticable to provide
the required historical financial information regarding the
acquisition of ABR Information Services, Inc. at this time. The
registrant will file the required historical financial
information under a Form 8-K/A as soon as practicable, but in any
event within 60 days after the date hereof.
b. PRO FORMA FINANCIAL INFORMATION.
The registrant has determined that it is impracticable to provide
the required pro forma financial information regarding the
acquisition of ABR Information Services, Inc. at this time. The
registrant will file the required pro forma financial information
under a Form 8-K/A as soon as practicable, but in any event
within 60 days after the date hereof.
c. EXHIBITS
2.1 Agreement and Plan of Merger, dated as of April 30, 1999, among
Ceridian Corporation, Spring Acquisition Corp. and ABR
Information Services, Inc. (Incorporated by reference to Exhibit
(c)(1) of the Schedule 14D-1 (File No.1-1969), filed by Ceridian
and Spring on May 7, 1999)
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of June
2, 1999 among Ceridian Corporation, Spring Acquisition Corp. and
ABR Information Services, Inc. (Incorporated by reference to
Exhibit (c)(3) to Amendment No. 2 to the Schedule 14D-1 (File No.
1-1969), filed by Ceridian and Spring on June 3, 1999)
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SIGNATURES
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.
CERIDIAN CORPORATION
/s/ Loren D. Gross
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Loren D. Gross
Vice President and Corporate Controller
Dated: June 21, 1999
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Item Method of Filing
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2.1 Agreement and Plan of Merger, dated Incorporated by reference to
as of April 30, 1999, among Ceridian Exhibit (c)(1) of the Schedule 14D-1
Corporation, Spring Acquisition (File No.1-1969), filed by Ceridian
Corp. and ABR Information Services, and Spring on May 7, 1999
Inc.
2.2 Agreement and Plan of Merger, dated Incorporated by reference to Exhibit
as of April 30, 1999, among Ceridian (c)(1) of the Schedule 14D-1 (File
Corporation, Spring Acquisition Corp. No.1-1969), filed by Ceridian and
and ABR Information Services, Inc. Spring on May 7, 1999
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