As filed with the Securities and Exchange Commission on October 26, 1994.
Registration No. 33-55909
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Automatic Data Processing, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1467904
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
One ADP Boulevard
Roseland, New Jersey 07068
Phone: (201) 994-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES B. BENSON, ESQ.
Corporate Vice President and General Counsel
One ADP Boulevard
Roseland, New Jersey 07068
(201) 994-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Approximate date of commencement of proposed sale to the public: From time
to time or at one time after the effective date of this Registration
Statement as determined by the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box:
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [x]
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Shares Proposed Maximum Proposed Maximum Amount of
Shares to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee
Common Stock,
$.10 par value
per share ... 296,150 $54.94 $16,270,481.00 $3,254.10 (2)
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices
of the Common Stock on October 5, 1994 as reported on the New York Stock
Exchange.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
===============================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED October 26, 1994
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
296,150 Shares
Common Stock
This Prospectus relates to 296,150 shares (the "Shares") of common
stock, $.10 par value ("Common Stock"), of Automatic Data Processing, Inc.
(the "Company"). The Shares may be offered by certain stockholders of the
Company (the "Selling Stockholders") from time to time in transactions on
the New York Stock Exchange, the Chicago Stock Exchange or the Pacific Stock
Exchange, in negotiated transactions or through a combination of such methods
of sale, at fixed prices, which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or the purchasers of the Shares for whom
such broker-dealers may act as agents or to whom they sell as principals, or
both (which compensation as to a particular broker-dealer might be in excess
of customary compensation). See "Selling Stockholders" and "Plan of
Distribution."
The Shares were acquired by the Selling Stockholders from the Company
on October 1, 1994 in connection with the acquisition by the Company of a
corporation previously owned by the Selling Stockholders. See "Selling
Stockholders." The Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Plan of Distribution."
The shares of Common Stock of the Company are traded on the New York
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange.
On October 25, 1994, the last sales price for the shares of Common Stock as
reported on the New York Stock Exchange was $56.625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is October _, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices at 7 World Trade Center, Suite 1300, New York, New York
10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the New York Stock Exchange, the Chicago Stock
Exchange, and the Pacific Stock Exchange, and such reports, proxy statements
and other information concerning the Company can be inspected at the office
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005,
the office of the Chicago Stock Exchange, 120 South LaSalle Street, Chicago,
Illinois 60603, and the offices of the Pacific Stock Exchange, 618 South
Spring Street, Los Angeles, California 90014 and 310 Pine Street, San
Francisco, California 94104.
The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act, with respect to the
securities offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference. Items and information omitted from this Prospectus but contained
in the Registration Statement may be inspected and copied at the Public
Reference Facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this
Prospectus: (a) Annual Report on Form 10-K for the fiscal year ended June 30,
1994; and (b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Exchange Act filed with
the Commission on January 21, 1992, including all amendments and reports filed
for the purpose of updating such description. All of the above referenced
documents were filed under Commission File No. 1-5397.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
the offering of the Shares, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute
a part of this Prospectus, except as so modified or superseded. The Company
will provide without charge to each person, including any beneficial owner,
to whom a copy of this Prospectus is delivered, upon written or oral request
of such person, a copy of
Page 2
<PAGE>
any or all of the information that has been incorporated by reference in this
Prospectus (excluding exhibits to such information which are not specifically
incorporated by reference into such information).
THE COMPANY
Automatic Data Processing, Inc., incorporated in Delaware in 1961, and
its subsidiaries are engaged only in the computing services business. The
Company's principal executive offices are located at One ADP Boulevard,
Roseland, New Jersey 07068 (telephone (201) 994-5000). As used in this
Prospectus, the term the "Company" means Automatic Data Processing, Inc.
and its consolidated subsidiaries, unless the context otherwise requires.
PRELIMINARY OPERATING RESULTS
The following is a summary of the Company's unaudited operating results
for the three month periods ended September 30, 1994 and 1993. The information
furnished herein reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods. All adjustments are of a normal recurring nature. These statements
should be read in conjunction with the annual financial statements and
related notes of the Company for the year ended June 30, 1994.
Three Months Ended
September 30,
1994 1993
(000's omitted except per share data)
Revenue $622,286 $551,983
Earnings before income taxes and
cumulative effect of accounting
changes $ 92,600 $ 78,860
Provision for income taxes $ 23,900 $ 20,350
Net earnings before cumulative
effect of accounting changes $ 68,700 $ 58,510
Cumulative effect of accounting
changes $ -- $ (4,800)
Net earnings $ 68,700 $ 53,710
Earnings per share:
Before cumulative effect of
accounting changes $ .49 $ .42
Cumulative effect of accounting
changes $ -- $ (.03)(a)
Net income $ .49 $ .39
Average shares outstanding 140,769 140,645
- ------------------------
(a) In fiscal 1994 the Company adopted Financial Accounting Standards Board
Statements No. 109, "Accounting for Income Taxes", and No. 112, "Employers'
Accounting for Postemployment Benefits" effective July 1, 1993. The
cumulative effect of adopting Statement No. 109 was to increase net earnings
by $2.7 million ($.02 per share). The cumulative effect of adopting
Statement No. 112, which requires that certain postemployment benefits be
accrued as service is provided, was to decrease net earnings by $7.5 million
($.05 per share), net of $5.0 million of income tax benefits.
Page 3
<PAGE>
Revenue of $622,286,000 in the quarter ended September 30, 1994 was up
13% from last year. Earnings per share increased 17% to $.49 from $.42 last
year. Pretax earnings and net earnings also increased 17%.
Revenue growth in Employer and Dealer Services was 12% and 22%,
respectively. In addition, their primary leading indicators, new client sales
and client retention, were very strong. Brokerage Services growth of 6%
was on plan; as expected, U.S. trading volume was below last year's record
level.
Pretax margins improved primarily from continued productivity
improvements, aided by automation.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders acquired the Shares on October 1, 1994
pursuant to the terms of an agreement whereby the Company acquired The
Application Group, Inc., a corporation previously owned by the Selling
Stockholders, which became a wholy owned subsidiary of the Company. All
of the Selling Stockholders, other than Charles Entrekin, Thomas W. Fife,
Nicholas Hertz, William Magidson, Guy J. Vaillancourt, Paul J. Vormbaum,
and Robert A. Warshawer, are employees of The Application Group, Inc. as of
the date hereof. The following table sets forth with respect to each of
the Selling Stockholders (i) the number of Shares beneficially owned as
of October 7, 1994 and prior to the offering contemplated hereby,
(ii) the maximum number of Shares which may be sold in the offering and
(iii) the number of Shares which will be beneficially owned after the
offering, assuming the sale of all the Shares set forth in (ii) above:
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
----------------- --------------
Shares To Be
Selling Stockholder Shares Percentage Sold Shares Percentage
- ------------------- ------ ---------- ---- ------ ----------
<S> <C> <C> <C> <C> <C>
Beaman, Karen 8,071 * 8,071 0 0
Calcarone, Elizabeth 418 * 418 0 0
Campbell, James D. 23,482 * 23,482 0 0
Campbell, William J. 114,069 * 114,069 0 0
Davies, Michael 1,675 * 1,675 0 0
Delventhal, David R. 733 * 733 0 0
Entrekin, Charles 62,906 * 62,906 0 0
Fife, Thomas W. 2,411 * 2,411 0 0
Hertz, Nicholas 418 * 418 0 0
Lampton, Sharon 1,676 * 1,676 0 0
Mackey, Janice 418 * 418 0 0
Magidson, William 314 * 314 0 0
Maltz, Lynne S. 1,047 * 1,047 0 0
Manildi, Sandra L. 1,361 * 1,361 0 0
Parker, Steven K. 4,715 * 4,715 0 0
Pilston, David R. 838 * 838 0 0
Scarola, Carolyn 10,483 * 10,483 0 0
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
----------------- --------------
Shares To Be
Selling Stockholder Shares Percentage Sold Shares Percentage
- ------------------- ------ ---------- ---- ------ ----------
<S> <C> <C> <C> <C> <C>
Vaillancourt, Guy J 1,152 * 1,152 0 0
Vormbaum, Paul J. 11,623 * 10,483 1140 *
Wagner, Coleen R. 1,571 * 1,571 0 0
Warshawer, Robert A. 42,670 * 42,670 0 0
Webb, Marvin M. 2,095 * 2,095 0 0
Woods, Paul F. 3,144 * 3,144 0 0
______________________
* Less than 1%
</TABLE>
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected from
time to time in transactions on the New York Stock Exchange, the Chicago Stock
Exchange or the Pacific Stock Exchange, in negotiated transactions or through
a combination of such methods of sale, at fixed prices, which may be changed,
at market prices prevailing at the time of sale, at fixed prices, related to
such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders and/or
the purchasers of the Shares for whom such broker-dealers might act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Stockholders and any broker-dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and profit on any resale of the Shares as principals might be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act as underwriters
or otherwise.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended June 30, 1994 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
LEGAL OPINION
The validity of the authorization and issuance of the securities
offered hereby is being passed upon for the Company by James B. Benson, Esq.,
Corporate Vice President and General Counsel of the Company. As of the date
hereof, Mr. Benson beneficially owns 45,900 shares of the Company's Common
Stock.
Page 5
<PAGE>
=====================================
No dealer, salesperson or
other individual has been authorized
to give any information or make any
representations not contained in this 296,150 Shares
Prospectus in connection with the
offering covered by this Prospectus.
If given or made, such information or
representations must not be relied
upon as having been authorized by the
Company. This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy, any
securities in any jurisdiction where,
or to any person to whom, it is
unlawful to make such offer or AUTOMATIC DATA
solicitation. Neither the delivery of PROCESSING, INC.
this Prospectus nor any sale made
hereunder shall, under any
circumstances, create an implication
that there has not been any change in
the facts set forth in this Prospectus
or in the affairs of the Company since
the date hereof. Common Stock
------------------------ -----------------------------
PROSPECTUS
TABLE OF CONTENTS -----------------------------
Page
----
Available Information. . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . 2
The Company. . . . . . . . . . . . . . 3
Preliminary Operating Results. . . . . 3
Use of Proceeds. . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . 4
Plan of Distribution . . . . . . . . . 5
Experts. . . . . . . . . . . . . . . . 5
Legal Opinion. . . . . . . . . . . . . 5
========================================= =================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission . . . . . . . . . . . . . . . . . . . $3,254.10
Accounting fees and expenses. . . . . . . . . . . . . . . . . $2,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . $5,000.00
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . $1,495.90
Total . . . . . . . . . . . . . . . . . . . . . . . . .$11,750.00
The foregoing items, except for the registration fee to the Securities
and Exchange Commission, are estimated. All expenses of the offering, other
than selling discounts, commissions and legal fees and expenses incurred
separately by the Selling Stockholders, will be paid by the Company.
Item 15. Indemnification of Directors and Officers.
Provision for indemnification of directors and officers is made in
Section 145 of the Delaware General Corporation Law.
Article Fifth, Sections 3 and 4 of the Company's Amended Restated
Certificate of Incorporation provide as follows:
"The Corporation shall indemnify all directors and officers of the
Corporation to the full extent permitted by the General Corporation Law
of the State of Delaware (and in particular Paragraph 145 thereof), as
from time to time amended, and may purchase and maintain insurance
on behalf of such directors and officers. In addition, the Corporation
shall, in the manner and to the extent as the By-laws of the Corporation
shall provide, indemnify to the full extent permitted by the General
Corporation Law of the State of Delaware (and in particular Paragraph
145 thereof), as from time to time amended, such other persons as the
By-laws shall provide, and may purchase and maintain insurance on
behalf of such other persons."
"A director of the Corporation shall not be held personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall not adversely affect
Page II-1
<PAGE>
any right or protection of any director of the Corporation existing at the
time of, or for or with respect to any acts or omissions occurring prior to,
such repeal or modification."
Finally, Article XIV, Section 6 of the Company's By-laws provides as
follows:
"Section 6. Indemnification of directors and Officers and Others:
The Corporation shall indemnify all directors and officers of the
Corporation to the full extent permitted by the General Corporation Law
of the State of Delaware (and in particular Section 145 thereof), as from
time to time amended, and may purchase and maintain insurance on behalf of
such directors and officers. This indemnification applies to all directors
and officers of the Corporation who sit on the boards of non-profit
corporations in keeping with the Corporation's philosophy."
"The Corporation shall indemnify any other person or employee who
may have served at the request of the Corporation to the full extent
permitted by the General Corporation Law of the State of Delaware (and
in particular Section 145 thereof) so long as such person or employee
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Corporation and, further,
so long as his actions were not in violation of corporate policies
and directives."
As permitted by Section 145 of the General Corporation Law of the State
of Delaware and the Company's Certificate and By-Laws, the Company also
maintains a directors and officers liability insurance policy which insures,
subject to certain exclusions, deductibles and maximum amounts, directors and
officers of the Company against damages, judgments, settlements and costs
incurred by reason of certain acts committed by such persons in their
capacities as directors and officers.
Item 16. Exhibits.
A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
Page II-2
<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii)
do not apply if the registration statement is on Form S-3 or form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(c) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Page II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement, or amendment thereto, to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Roseland, State of New Jersey, on the 26th day of October, 1994.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By /s/ Josh S. Weston
-------------------------------
Josh S. Weston, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Josh S. Weston
- --------------------
(Josh S. Weston) Chairman of the Board and October 26, 1994
Director (Principal Executive
Officer)
/s/ Fred D. Anderson, Jr.
- -------------------------
(Fred D. Anderson, Jr.) Chief Financial Officer and October 26, 1994
Corporate Vice President
(Principal Financial Officer)
/s/ Richard J Haviland
- ----------------------
(Richard J. Haviland) Controller and Corporate Vice October 26, 1994
President
- --------------------
(Joseph A. Califano, Jr.) Director October 26, 1994
- --------------------
(Leon G. Cooperman) Director October 26, 1994
<PAGE>
/s/ Edwin D Etherington
- -----------------------
(Edwin D. Etherington) Director October 26, 1994
- --------------------
(Ann Dibble Jordan) Director October 26, 1994
/s/ Harvey M. Krueger
- ---------------------
(Harvey M. Krueger) Director October 26, 1994
/s/ Charles P. Lazarus
- ----------------------
(Charles P. Lazarus) Director October 26, 1994
- -------------------
(Frederic V. Malek) Director October 26, 1994
/s/ Henry Taub
- -------------------
(Henry Taub) Director October 26, 1994
/s/ Laurence A. Tisch
- ---------------------
(Laurence A. Tisch) Director October 26, 1994
/s/ Arthur F. Weinbach
- ----------------------
(Arthur F. Weinbach) Director October 26, 1994
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
4.1 Amended Restated Certificate of Incorporation of
the Registrant (incorporated by reference to
Exhibit 3(a) to Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1987)
4.2 Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit (3)-#2 to Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 30, 1991)
4.3 Form of the Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.4 to
Registrant's Registration Statement on Form S-3
filed with the Commission on January 21, 1992)
*5 Opinion of James B. Benson, Esq. as to the
legality of the securities being registered
hereby
*23.1 Consent of James B. Benson, Esq. (included in
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
* Previously filed
Exhibit 23.2
------------
Consent of Deloitte & Touche LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-55909 of Automatic Data Processing, Inc.
on Form S-3 of our reports dated August 15, 1994, appearing and
incorporated by reference in the Annual Report on Form 10-K of Automatic
Data Processing, Inc. for the year ended June 30, 1994, and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
October 25, 1994
