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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ABR INFORMATION SERVICES, INC.
(Name of Subject Company)
SPRING ACQUISITION CORP.
CERIDIAN CORPORATION
(Bidders)
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
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 filed
on May 7, 1999 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 voting common stock, par value $0.01 per share, of ABR
Information Services, Inc., a Florida corporation (the "Company"), at $25.50 per
share, net to the seller in cash, without interest, hereby amends such statement
on Schedule 14D-1 to add the following supplemental information:
ITEM 10. ADDITIONAL INFORMATION.
On May 18, 1999, Parent issued a press release, a copy of which is attached
hereto as exhibit (g)(1) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(1)--Text of Press Release dated May 18, 1999.
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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: May 18, 1999 CERIDIAN CORPORATION
By: /s/ Gary M. Nelson
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Gary M. Nelson
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SPRING ACQUISITION CORP.
By: /s/ Gary M. Nelson
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Gary M. Nelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(g)(1) Text of Press Release dated May 18, 1999
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NEWS RELEASE
TRISH SCORPIO
CERIDIAN CORPORATION
612/853-4717
CERIDIAN ANNOUNCES EARLY TERMINATION OF WAITING PERIOD
UNDER HART-SCOTT-RODINO ACT
IN CONNECTION WITH TENDER OFFER FOR ABR INFORMATION SERVICES, INC.
MINNEAPOLIS, May 18, 1999 - Ceridian Corporation (NYSE: CEN) announced today
that it has received notification of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to the tender offer by its wholly owned subsidiary for all of the
outstanding shares of voting common stock of ABR Information Services, Inc.
(NYSE: ABRX).
As previously announced, pursuant to a Merger Agreement with ABR Information
Services, Inc. on May 7, 1999, Ceridian's wholly owned subsidiary commenced a
tender offer for all of the outstanding shares of voting common stock of ABR at
$25.50 per share in cash. Unless extended, the offer is scheduled to expire at
midnight, New York City time, on June 4, 1999.
Ceridian Corporation (www.ceridian.com) is a leading information services
company that serves the human resources, transportation and media information
markets. Ceridian's human resources businesses, in addition to Ceridian
Employer Services, include Ceridian Performance Partners, a provider of fully
integrated workplace effectiveness solutions; Centrefile, a provider of
payroll and human resources management solutions in the United Kingdom; and
Usertech, a provider of computer user training and performance support
programs. Ceridian's other businesses include Comdata, a provider of
transaction processing and information services to the transportation
industry, and Arbitron, a research company serving the media industry.
