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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT TO SCHEDULE 13D
STATEMENT OF BENEFICIAL OWNERSHIP PURSUANT TO
SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ABR INFORMATION SERVICES, INC.
(Name of Issuer)
VOTING COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
00077R 10 8
(CUSIP Number of Class of Securities)
GARY M. NELSON
CERIDIAN CORPORATION
8100 34TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55425
(612) 853-4291
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
with copies to:
TIMOTHY J. SCALLEN
THOMAS C. THOMAS
OPPENHEIMER WOLFF & DONNELLY LLP
PLAZA VII BUILDING
45 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 607-7000
JULY 22, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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CUSIP No. 00077R 10 8 13D
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1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Ceridian Corporation
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
BK, AF, WC, OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
1,000
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8) SHARED VOTING POWER
NUMBER OF
SHARES BENEFICIALLY ------------------------------------------------
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING PERSON 1,000
WITH -------------------------------------------------
10) SHARED DISPOSITIVE POWER
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14) TYPE OF REPORTING PERSON
CO
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<PAGE>
This Final Amendment to Schedule 13D amends the Schedule 14D-1 filed on
May 7, 1999 (as thereafter amended), which also served as the initial Schedule
13D ("Schedule 13D"), by Spring Acquisition Corp., a Florida corporation (the
"Purchaser"), and a wholly owned subsidiary of Ceridian Corporation, a Delaware
corporation ("Parent"), with respect to the tender offer to purchase all of the
outstanding shares of the voting common stock, par value $0.01 per share
(collectively, the "Shares"), of ABR Information Services, Inc., a Florida
corporation (the "Company"), at $25.50 per share, net to the sellers in cash,
without interest, and hereby further amends such statement on Schedule 13D to
add the supplemental information set forth below.
Unless otherwise indicated, the capitalized terms used herein shall
have the meanings specified in the Schedule 14D-1, including the Offer to
Purchase filed as Exhibit (a)(1) thereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
On April 30, 1999, the Company entered into an Agreement and Plan of
Merger (as amended on June 2, 1999, the "Merger Agreement") with Parent and
Purchaser, pursuant to which Parent and Purchaser agreed to commence a cash
tender offer (the "Offer") at a price of $25.50 per Share for all outstanding
Shares of the Company and, subject to customary terms and conditions, to
thereafter proceed with a "cash out" merger (the "Merger") at $25.50 per Share
of all Shares not purchased pursuant to the Offer.
On July 22, 1999, (the "Effective Time"), the Merger was consummated
through a merger of the Purchaser into the Company, with the Company continuing
as the surviving corporation in the Merger (the "Surviving Corporation").
Pursuant to the Merger Agreement, at the Effective Time, (a) each Share issued
and outstanding immediately prior to the Effective Time (other than Shares owned
by Parent, the Purchaser or any other direct or indirect subsidiary of Parent or
Shares that are owned by the Company or any of its subsidiaries and in each case
not held on behalf of third parties) was canceled, extinguished and converted
into the right to receive, without interest, $25.50 in cash, and (b) each of the
1,000 shares of common stock, par value $.01 per share, of the Purchaser issued
and outstanding immediately prior to the Effective Time was converted into one
share of common stock of the Surviving Corporation. As a result, Parent owns all
of the 1,000 issued and outstanding shares of common stock of the Surviving
Corporation.
At the Effective Time, certain directors of the Purchaser became
directors of the Surviving Corporation. Following the Merger, the Company will
cease to have any class of securities either listed on any securities exchange,
included in any automated quotation system or required to be registered pursuant
to the Securities Exchange Act of 1934, as amended. The Company will terminate
registration of the Shares under the Securities Exchange Act of 1934, as
amended.
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ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Parent beneficially owns 100% of the outstanding shares of
Common Stock of the Surviving Corporation. Parent has sole power to vote or to
direct the vote and sole power to dispose or direct the disposition of all of
such Shares.
(c) Pursuant to the Offer, Parent and the Purchaser accepted
for payment all of the 28,271,063 Shares that had been validly tendered and
not withdrawn in the Offer. Promptly thereafter, Parent and the Purchaser
paid for such Shares, at a price of $25.50 per Share, for a total purchase
price of approximately $721 million. On July 22, 1999, any remaining Shares
were "cashed out" pursuant to the Merger described above.
(d) No person other than Parent has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(g)(3) Articles of Merger merging the Purchaser into the Company.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 22, 1999 CERIDIAN CORPORATION
By: /s/ Gary M. Nelson
------------------------------------------
Gary M. Nelson
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SPRING ACQUISITION CORP.
By: /s/ Gary M. Nelson
------------------------------------------
Gary M. Nelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- -----------
<C> <S>
Articles of Merger merging Spring Acquisition
(g)(3) Corporation into ABR Information Services, Inc.
</TABLE>
<PAGE>
Exhibit 99(g)(3)
ARTICLES OF MERGER OF
SPRING ACQUISITION CORP.
(A FLORIDA CORPORATION)
WITH AND INTO
ABR INFORMATION SERVICES, INC.
(A FLORIDA CORPORATION)
Pursuant to Florida Statutes, Sections 607.1104 and 607.1105, the
undersigned, SPRING ACQUISITION CORP. ("Parent"), a Florida corporation and a
wholly owned subsidiary of Ceridian Corporation, a Delaware corporation, and ABR
INFORMATION SERVICES, INC. ("Subsidiary"), a Florida corporation and subsidiary
of Parent (as a result of Parent's 98.3% ownership of Subsidiary), hereby adopt
the following Articles of Merger for the purpose of merging Parent with and into
Subsidiary, which shall be the surviving corporation (the "Merger").
1. The plan of merger required by Florida Statutes, Section 607.1104, is
set forth in Articles II through V of the Agreement and Plan of Merger dated as
of April 30, 1999, as amended on June 2, 1999, among Parent, Subsidiary, and
Ceridian Corporation, the provisions of which are attached as Exhibit A to these
Articles of Merger and incorporated by reference herein (the "Plan of Merger").
2. Approval of the Plan of Merger by the shareholders of Subsidiary is
not required because Parent owns more than 80% of the outstanding shares of each
class of Subsidiary.
3. The Plan of Merger was adopted by a vote of the Board of Directors of
ABR and by a vote of the sole director and sole shareholder of Parent pursuant
to Florida Statutes, Section 607.1104 on April 30, 1999.
4. A copy of the Plan of Merger was mailed to the shareholders of
Subsidiary on or about June 19, 1999 and by June 22, 1999.
5. The effective time and date of the Merger shall be the later of (i)
10:00 a.m. Eastern Daylight Savings Time on July 22, 1999 or (ii) the time and
the date when these Articles of Merger are filed with the Department of State of
Florida.
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IN WITNESS WHEREOF, Parent and Subsidiary have, effective as of this 21st
day of July, 1999, caused these Articles of Merger to be executed by their
respective officers thereunto duly authorized.
SPRING ACQUISITION CORP.,
a Florida corporation
By /s/ Gary M. Nelson
------------------------------------------
Name: Gary M. Nelson
--------------------------------------
Title: President and Chief Executive Officer
ABR INFORMATION SERVICES, INC.,
a Florida corporation
By /s/ James E. MacDougald
-----------------------------------------
Name: James E. MacDougald
--------------------------------------
Title: Chief Executive Officer and President
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<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "AGREEMENT"), dated
as of April 30, 1999, among ABR Information Services, Inc., a Florida
corporation (the "COMPANY"), Ceridian Corporation, a Delaware corporation
("PARENT"), and Spring Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of Parent ("MERGER SUB").
RECITALS
WHEREAS, the respective boards of directors of each of Parent, Merger Sub
and the Company have approved this Agreement and adopted the plan of merger set
forth herein whereby Merger Sub will merge with and into the Company upon the
terms and subject to the conditions set forth in this Agreement (the "MERGER");
WHEREAS, the Company, Parent and Merger Sub desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement.
NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
. . .
ARTICLE
II.
THE MERGER; CLOSING; EFFECTIVE TIME
2.1 THE MERGER. Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time, Merger Sub shall be merged with and into
the Company and the separate corporate existence of Merger Sub shall thereupon
cease. The Company shall be the surviving corporation in the Merger (sometimes
hereinafter referred to as the "SURVIVING CORPORATION"), and the separate
corporate existence of the Company with all its rights, privileges, immunities,
powers and franchises shall continue unaffected by the Merger, except as set
forth in Article III. The Merger shall have the effects specified in the
Florida Business Corporation Act (the "FBCA").
2.2 CLOSING. The closing of the Merger (the "CLOSING") shall take place
(i) at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York
at 10:00 A.M. on the business day on which the last to be satisfied or waived of
the conditions set forth in Article VIII hereof shall be satisfied or waived in
accordance with this Agreement or (ii) at such other place and time and/or on
such other date as the Company and Parent may agree in writing (the "CLOSING
DATE").
2.3 EFFECTIVE TIME. As soon as practicable following the Closing, the
Company and Parent will cause Articles of Merger reflecting the provisions set
forth in this Agreement (the
<PAGE>
"ARTICLES OF MERGER") to be executed (by the Company and Merger Sub) and
delivered for filing to the Department of State of the State of Florida (the
"DEPARTMENT") as provided in Section 607.1105 of the FBCA. The Merger shall
become effective at the time when the Articles of Merger have been duly filed
with the Department or at such later time agreed by the parties in writing
and provided in the Articles of Merger (the "EFFECTIVE TIME").
ARTICLE
III
ARTICLES OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION
3.1 THE ARTICLES OF INCORPORATION. The articles of incorporation of the
Company as in effect immediately prior to the Effective Time shall be the
articles of incorporation of the Surviving Corporation (the "ARTICLES"), until
duly amended as provided therein or by applicable law, except that Article III
of the articles of incorporation of the Company shall be amended in its entirety
to read as follows: "The total number of shares of all classes of capital stock
that the Corporation shall have authority to issue shall be 1,000 shares of
Common Stock, par value $.01 per share." and Article IV of the articles of
incorporation of the Company shall be amended in its entirety to read as
follows: "The total number of directors of the Corporation shall be fixed from
time to time pursuant to the by-laws of the Corporation."
3.2 THE BY-LAWS. The by-laws of the Company in effect at the Effective
Time shall be the by-laws of the Surviving Corporation (the "BY-LAWS"), until
thereafter amended as provided therein or by applicable law.
ARTICLE
IV
OFFICERS AND DIRECTORS OF THE COMPANY
AND THE SURVIVING CORPORATION
4.1 DIRECTORS. The directors of Merger Sub at the Effective Time shall,
from and after the Effective Time, be the directors of the Surviving Corporation
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the
Articles and the By-Laws as in effect from time to time.
4.2 OFFICERS. The officers of the Company at the Effective Time shall,
from and after the Effective Time, be the officers of the Surviving Corporation
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the
Articles and the By-Laws.
4.3 BOARD OF DIRECTORS. If requested by Parent, the Company shall to the
extent permissible, promptly following the purchase by Merger Sub of Shares
pursuant to the Offer in accordance with the terms hereunder, take all actions
necessary (including calling a special meeting of the Board of Directors of the
Company or the stockholders of the Company for this purpose) to cause natural
Persons designated by Parent to become directors of the Company so that the
total number of such natural Persons equals that number of directors, rounded up
to the
<PAGE>
next whole number, which represents the product of (x) the total number
of directors on the board of directors of the Company multiplied by (y) the
percentage that the number of Shares so accepted for payment plus and shares
beneficially owned by Parent or its affiliates on the date hereof bears to the
number of Shares outstanding at the time of such acceptance for payment. At
such time, the Company shall also cause persons designated by Parent to
constitute the same percentage (rounded up to the next whole number) as is on
the Company's Board of Directors of (i) each committee of the Company's Board of
Directors; (ii) each board of directors (or similar body) of each Subsidiary of
the Company, and (iii) each committee (or similar body) of each such board. In
furtherance thereof, the Company will increase the size of the board of
directors of the Company, or use its reasonable efforts to secure the
resignation of directors, or both, as is necessary to permit Parent's designees
to be elected to the board of directors of the Company; PROVIDED, HOWEVER, that
prior to the Effective Time, the board of directors of the Company shall always
have at least three members who are neither officers of Parent nor designees,
stockholders or affiliates of Parent ("Parent Insiders"). The Company's
obligations to appoint designees to the board of directors of the Company now
shall be subject to Section 14(f) of the Exchange Act and Rule 14(f)-l
thereunder. The Company shall promptly take all actions required pursuant to
such Section and Rule in order to fulfill its obligations under this Section 4.3
and shall include in the Schedule 14D-9 such information as is required under
such Section and Schedule. Parent agrees to furnish to the Company all
information concerning Parent's designees which may be necessary to comply with
the foregoing and agrees that such information will comply with the Exchange Act
and the rules and regulations thereunder and other applicable laws.
Notwithstanding anything in this Agreement to the contrary, in the event that
Parent's designees are elected to the Board of Directors of the Company after
the acceptance for payment of Shares pursuant to the Offer and prior to the
Effective Time, the affirmative vote of at least a majority of the directors of
the Company who are not Parent Insiders shall be required to (a) amend or
terminate this Agreement by the Company, (b) exercise or waive any of the
Company's rights, benefits or remedies hereunder, (c) extend the time for
performance of Parent's and Merger Sub's respective obligations hereunder, or
(d) take any other action by the Company's Board of Directors under or in
connection with this Agreement which would adversely affect the ability of the
stockholders of the Company to receive the Merger Consideration.
ARTICLE
V
EFFECT OF THE MERGER ON CAPITAL STOCK;
EXCHANGE OF CERTIFICATES
5.1 EFFECT ON CAPITAL STOCK. At the Effective Time, as a result of the
Merger and without any action on the part of the holder of any capital stock of
the Company:
(a) MERGER CONSIDERATION. Each share of the voting Common Stock, par
value $0.01 per share, of the Company (a "SHARE" and, collectively, the
"SHARES") issued and outstanding immediately prior to the Effective Time (other
than Shares owned by Parent, Merger Sub or any other direct or indirect
Subsidiary of Parent (collectively, the "PARENT COMPANIES"), Shares that are
owned by the Company or any direct or indirect Subsidiary of the Company and in
each case not held on behalf of third parties or Shares that are owned by
Dissenting
<PAGE>
Stockholders (collectively, "EXCLUDED SHARES")) shall be cancelled,
extinguished and converted into the right to receive, without an interest, an
amount in cash equal to $25.50 per Share (the "Merger Consideration") or such
greater amount which may be paid pursuant to the Offer. At the Effective
Time, all Shares shall no longer be outstanding and shall be cancelled and
retired and shall cease to exist, and each certificate (a "CERTIFICATE")
formerly representing any of such Shares (other than Excluded Shares) shall
thereafter represent only the right to the Merger Consideration for each
Share upon the surrender of such Certificate in accordance with Section 5.2
or the right, if any, to receive payment from the Surviving Corporation of
the "fair value" of such Shares as determined in accordance with Section
607.1302 of the FBCA.
(b) CANCELLATION OF SHARES. Each Excluded Share shall, by virtue of
the Merger and without any action on the part of the holder thereof, cease to be
outstanding, shall be cancelled and retired without payment of any consideration
therefor and shall cease to exist.
(c) MERGER SUB. At the Effective Time, each share of Common Stock,
par value $.01 per share, of Merger Sub issued and outstanding immediately prior
to the Effective Time shall be converted into one share of common stock of the
Surviving Corporation.
5.2 SURRENDER OF CERTIFICATES. (a) PAYING AGENT. Immediately prior to
the Effective Time, Parent shall deposit, or shall cause to be deposited, with a
paying agent (the "PAYING AGENT"), selected by Parent (within 15 days after the
date hereof) with the Company's prior approval for the benefit of the holders of
Shares, an amount in cash sufficient in the aggregate to provide all funds
necessary for the Paying Agent to make payments of the Merger Consideration to
all holders of Shares, (such cash being hereinafter referred to as the "EXCHANGE
FUND"). To the extent not required within five Business Days for payment with
respect to surrendered Shares, proceeds in the Exchange Fund shall be invested
by the Paying Agent, as directed by Parent (as long as such investments do not
impair the rights of holders of Shares) in direct obligations of the United
States of America, obligations for which the faith and credit of the United
States of America is pledged to provide for the payment of principal and
interest, or certificates of deposit issued by a commercial bank having at least
$10 billion in assets, and any net earnings with respect thereto shall be paid
to Parent as and when requested by the Parent; provided that at no time may the
amount of the Exchange Fund be reduced below an amount necessary to make
payments of the Merger Consideration to all Shares not theretofore submitted.
(b) EXCHANGE PROCEDURES. At the Effective Time, the Surviving
Corporation shall cause the Paying Agent to mail to each holder of record of
Shares at the Effective Time (other than holders of Excluded Shares) (i) a
letter of transmittal specifying that delivery of the Certificates shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
delivery of the Certificates (or affidavits of loss in lieu thereof) to the
Paying Agent, such letter of transmittal to be in such form and have such other
provisions as Parent and the Company may reasonably agree, and (ii) instructions
for use in effecting the surrender of the Certificates in exchange for the
amounts of cash payable hereunder to a Person other than the Person in whose
name the surrendered Certificate is registered on the transfer books of the
Company). Subject to Section 5.2(e), upon surrender of a Certificate for
cancellation to the Paying Agent together with such letter of transmittal, duly
executed, the holder of such Certificate shall be entitled to receive
<PAGE>
in exchange therefor a check in an amount equal to (after giving effect to
any required tax withholdings) the Merger Consideration multiplied by the
number of Shares formerly represented by such Certificate and the Certificate
so surrendered shall forthwith be cancelled. No interest will be paid or
accrued on any amount payable upon due surrender of the Certificates. In the
event of a transfer of ownership of Shares that is not registered in the
transfer records of the Company, a check in the amount payable hereunder,
upon due surrender of the Certificate, may be paid to such a transferee if
the Certificate formerly representing such Shares is presented to the Paying
Agent, accompanied by all documents required to evidence and effect such
transfer.
For the purposes of this Agreement, the term "PERSON" shall mean any
individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, Governmental Entity or other entity of any kind or
nature.
(c) TRANSFERS. After the Effective Time, there shall be no transfers
on the stock transfer books of the Company of the Shares that were outstanding
immediately prior to the Effective Time. From and after the Effective Time, the
holders of Certificates evidencing ownership of Shares outstanding immediately
prior to the Effective Time shall cease to have any rights with respect to such
Shares except as otherwise provided for herein or by applicable law.
(d) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
that remains unclaimed by the stockholders of the Company for one year after the
Effective Time shall be returned to Parent. Any stockholders of the Company who
have not theretofore complied with this Article V shall thereafter look only to
Parent for payment of the Merger Consideration upon due surrender of their
Certificates (or affidavits of loss in lieu thereof), in each case, without any
interest thereon.
(e) LOST, STOLEN OR DESTROYED CERTIFICATES. In the event any
Certificate shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such Certificate to be lost,
stolen or destroyed and, if required by Parent, the posting by such Person of a
bond in customary amount as indemnity against any claim that may be made against
it with respect to such Certificate, the Paying Agent will issue in exchange for
such lost, stolen or destroyed Certificate the amount of cash such Persons are
entitled to hereunder upon due surrender of the Shares represented by such
Certificate pursuant to this Agreement.
5.3 DISSENTERS' RIGHTS. Notwithstanding anything in this Agreement to the
contrary, if available under the FBCA, Shares that are issued and outstanding
immediately prior to the Effective Time and which are held by stockholders
("Dissenting Stockholders") who have not voted in favor of or consented to the
Merger and in the manner provided in Section 607.1320 of the FBCA shall have
delivered a written notice of intent to demand payment for such Shares if the
Merger is effectuated in the time and manner provided in FBCA and shall not have
failed to perfect or shall not have effectively withdrawn or lost their rights
to appraisal and payment under the FBCA shall not be converted into the right to
receive the Merger Consideration, but shall, in lieu thereof, be entitled to
receive the consideration as shall be determined pursuant to Sections 607.1301
through 607.1320 of the FBCA; PROVIDED, HOWEVER, that any such holder who shall
<PAGE>
have failed to perfect or shall have effectively withdrawn or lost his, her or
its right to appraisal and payment under the FBCA, shall thereupon be deemed to
have had such Person's Shares converted, at the Effective Time, into the right
to receive the Merger Consideration set forth herein, without any interest
thereon.
5.4 ADJUSTMENTS TO PREVENT DILUTION. In the event that the Company
changes the number of Shares or securities convertible or exchangeable into or
exercisable for Shares, issued and outstanding prior to the Effective Time as a
result of a reclassification, stock split (including a reverse split), stock
dividend or distribution, recapitalization, merger, subdivision, issuer tender
or exchange offer, or other similar transaction, the Merger Consideration shall
be equitably adjusted.
. . .
