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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 15, 1999
FDP CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-11770 59-2138243
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(Commission File Number) (IRS Employer Identification No.)
FDP CORP.
2140 SOUTH DIXIE HIGHWAY
MIAMI, FLORIDA 33133
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(Address of principal executive office)
Registrant's telephone number, including area code (305) 858-8200
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ITEM 5. OTHER EVENTS.
The Registrant incorporates herein by reference the information
disclosed in Exhibit 99 filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 2.1* Agreement and Plan of Reorganization dated
January 15, 1999, by and among SunGard Data Systems
Inc., a Delaware corporation, Development Corp., a
Florida corporation, and FDP Corp., a Florida
corporation
Exhibit 2.2* Agreement and Plan of Merger dated January 15,
1999, by and among SunGard Data Systems Inc., a
Delaware corporation, Development Corp., a Florida
corporation, and FDP Corp., a Florida corporation
Exhibit 99 Press release of FDP Corp. dated January 18, 1999
* Incorporated herein by reference from the Schedule 13D
relating to the common stock of the Registrant, as filed with
the Securities and Exchange Commission on January 25, 1999 by
SunGard Data Systems Inc.
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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.
FDP CORP.
Date: January 26, 1999 By: /s/ Michael C. Goldberg
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Michael C. Goldberg
Chairman of the Board of Directors
Chief Executive Officer and President
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Exhibit 99
F.D.P.
CORP
NEWS RELEASE
FDP CORP. SIGNS DEFINITIVE MERGER AGREEMENT
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MIAMI, FLORIDA, JANUARY 18, 1999 - FDP Corp. (Nasdaq: FDPC) announced that
it has entered into a definitive merger agreement under which it will be
acquired by SunGard Data Systems (NYSE: SDS) in a stock-for-stock transaction.
Under the terms of the merger, FDP shareholders will receive shares of SunGard
common stock in exchange for their shares of FDP common stock. The exchange
ratio will depend on the average trading price per share of the SunGard common
stock during the twenty day period ending and including the trading days two
days before the closing of the merger and is designed to give FDP shareholders
$14.40 of SunGard common stock if the average trading price is between $30 and
$35. If the average trading price is $30 or less, the exchange ratio will be
fixed at .48 and if the average trading price is $35 or more, the exchange ratio
will be fixed at .4114.
SunGard's business is computer service and application software. The Company is
the only large specialized provider of proprietary investment support systems,
is the pioneer and a leading provider of comprehensive computer disaster
recovery services, and also provides proprietary healthcare information systems.
Its common stock is reported on the New York Stock Exchange under the symbol
SDS.
Mr. Michael C. Goldberg, Chairman and Chief Executive Officer of FDP Corp.
stated, "We are very pleased to be joining forces with an industry leading
company that has a history and track record of success like that of SunGard. My
executive team and I will continue to manage FDP as an independent Company
within SunGard and continue to provide the services our customers expect. We
look forward to working with SunGard's many financial systems businesses and the
related resources that a such substantial organization offers."
James L. Mann, chairman and chief executive officer of SunGard, stated, "This
merger will enhance SunGard's position as a leading provider of solutions for
the employee benefits and life insurance industries. Michael Goldberg has built
a fine company that shares SunGard's philosophy of operating autonomous business
units focused on providing leading software systems to different niche markets.
We look forward to FDP's continued success in achieving significant growth in
new sales of its products to the international life insurance marketplace."
The completion of the merger is subject to approval by a majority of FDP's
shareholders, customary regulatory approvals and the satisfaction of certain
other conditions set forth in the merger agreement. Directors and shareholders
holding approximately 53% of the outstanding shares of FDP have agreed to vote
their shares in favor of the merger.
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2140 South Dixie Highway Miami Florida 33133
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The merger, which is intended to be accounted for as a pooling-of-interests, is
expected to close during the first quarter of this year.
ABOUT FDP
FDP Corp. develops and sells a variety of application software systems that
facilitate the sales, marketing and administration functions of life insurance
companies and employee benefit administrators. FDP/VISION represents the
integration of these software systems into a suite of products under the Windows
95, Windows NT and UNIX operating environments. FDP Corp. software systems are
currently sold worldwide including the United Kingdom, Australia, South Africa,
Netherlands, and Canada. The publicly held (NASDAQ: FDPC) Company's world
headquarters are located in Miami, Florida.
CONTACT: Mark S. Silverman, Senior Vice President, Chief Financial Officer
(305) 858-8200
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. STATEMENTS IN THIS RELEASE CONCERNING THE COMPANY'S FUTURE PROSPECTS ARE
"FORWARD-LOOKING STATEMENTS" UNDER THE FEDERAL SECURITIES LAWS WHICH REPRESENT
THE COMPANY'S EXPECTATIONS AND BELIEFS CONCERNING FUTURE EVENTS, INCLUDING, BUT
NOT LIMITED TO, STATEMENTS REGARDING GROWTH IN SALES OF THE COMPANY'S PRODUCTS,
PROFIT MARGINS AND THE SUFFICIENCY OF THE COMPANY'S CASH FLOW FOR THE COMPANY'S
FUTURE LIQUIDITY AND CAPITAL RESOURCE NEEDS. THE COMPANY CAUTIONS THAT THESE
STATEMENTS ARE FURTHER QUALIFIED BY IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE FORWARD LOOKING STATEMENTS, INCLUDING,
WITHOUT LIMITATION, THE FOLLOWING: DECLINE IN DEMAND FOR THE COMPANY'S SOFTWARE
PRODUCTS; AND THE EFFECT OF GENERAL ECONOMIC CONDITIONS GENERALLY AND FACTORS
AFFECTING THE LIFE INSURANCE, EMPLOYEE BENEFITS AND FINANCIAL SERVICES
INDUSTRIES. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES AND ACTUAL EVENTS OR RESULTS MAY DIFFER AS A RESULT OF THESE AND
OTHER FACTORS.
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2140 South Dixie Highway Miami Florida 33133
