As filed with the Securities and Exchange Commission on January 9, 1995.
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Proposed Amount
Shares to be to be Maximum Maximum of
Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share(1) Price(1)
Common Stock, $.10 462,607 $58.50 $27,062,509.00 $9,332.00
par value per
share
===============================================================================
(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 January 5, 1995 as reported on the New York Stock
Exchange.
-------------------------------
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 said 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 JANUARY 9, 1995
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
462,607 Shares
Common Stock
------------
This Prospectus relates to 462,607 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 or at one 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 Selling Stockholders received the Shares from the Company
in connection with an agreement dated as of October 1, 1994,
whereby the assets of Computer Care, a New York general partnership
owned by the Selling Stockholders, were pooled with the assets of the
Company. 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 January 5, 1995, the last sales price
for the shares of Common Stock as reported on the New York Stock
Exchange was $58.63 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 January __, 1995.
<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; (b) Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1994; and (c) 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
Page 2
<PAGE>
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 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 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.
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 received the Shares from the Company
in connection with an agreement dated as of October 1, 1994, whereby
the assets of Computer Care, a New York general partnership owned by
the Selling Stockholders, were pooled with the assets of the Company.
Robert Kaufman is currently the President of the Computer Care group,
a part of the Dealer Services Division of the Company. Irving Kaufman
holds no position with the Company. The following table sets forth
with respect to each of the Selling Stockholders (i) the number of Shares
beneficially owned as of January 9, 1995 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:
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
----------------- Shares To Be --------------
Selling Stockholder Shares Percentage Sold Shares Percentage
- ------------------- ------ ---------- ---- ------ ----------
Robert Kaufman 416,347 * 416,347 0 0
Irving Kaufman 46,260 * 46,260 0 0
______________________
* Less than 1%
Page 3
<PAGE>
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be
effected from time to time or at one 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
50,418 shares of the Company's Common Stock.
Page 4
<PAGE>
===================================== =======================================
No dealer, salesperson or
other individual has been
authorized to give any
information or make any
representations not contained in
this Prospectus in connection
with the offering covered by this 462,607 Shares
Prospectus. If given or made,
such information or
representations must not be
relied upon as having been AUTOMATIC DATA
authorized by the Company. This PROCESSING, INC.
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, Common Stock
it is unlawful to make such offer
or solicitation. Neither the
delivery of this Prospectus nor
any sale made hereunder shall, -------------------
under any circumstances, create
an implication that there has not P R O S P E C T U S
been any change in the facts set
forth in this Prospectus or in -------------------
the affairs of the Company since
the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . 2
The Company . . . . . . . . . . 3
Use of Proceeds . . . . . . . . 3
Selling Stockholders. . . . . . 3
Plan of Distribution. . . . . . 4
Experts . . . . . . . . . . . . 4
Legal Opinion . . . . . . . . . 4
====================================== =======================================
Page 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. . . . . . . $ 9,332
Accounting fees and expenses . . . . $ 2,000
Legal fees and expenses. . . . . . . $ 5,000
Miscellaneous expenses . . . . . . . $ 1,168
Total. . . . . . . . . . . . . . . . $17,500
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.
Page II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes:
(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
9th day of January, 1995.
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 Chairman of the January 9, 1995
- --------------------- Board and Director
(Josh S. Weston) (Principal
Executive Officer)
/s/ Fred D. Anderson, Jr.
- --------------------- Chief Financial January 9, 1995
(Fred D. Anderson, Jr.) Officer and
Corporate Vice
President
(Principal
Financial Officer)
/s/ Richard J. Haviland
- --------------------- Controller and January 9, 1995
(Richard J. Haviland) Corporate Vice
President
- --------------------- Director January 9, 1995
(Joseph A. Califano, Jr.)
<PAGE>
/s/ Leon G. Cooperman
- --------------------- Director January 9, 1995
(Leon G. Cooperman)
- --------------------- Director January 9, 1995
(Edwin D. Etherington)
- --------------------- Director January 9, 1995
(Ann Dibble Jordan)
/s/ Harvey M. Krueger
- --------------------- Director January 9, 1995
(Harvey M. Krueger)
/s/ Charles P. Lazarus
- --------------------- Director January 9, 1995
(Charles P. Lazarus)
- --------------------- Director January 9, 1995
(Frederic V. Malek)
/s/ Henry Taub
- -------------------- Director January 9, 1995
(Henry Taub)
/s/ Laurence A. Tisch
- -------------------- Director January 9, 1995
(Laurence A. Tisch)
/s/ Arthur F. Weinbach
- -------------------- Director January 9, 1995
(Arthur F. Weinbach)
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered 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
EXHIBIT 5
---------
Automatic Data Processing
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07066-1728
(201) 994-5000
Legal Department
Writer's Direct Dial Number
(201) 995-5750
January 9, 1995
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Registration Statement on Form S-3 Filed on
January 9, 1995
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Automatic Data Processing, Inc.
(the "Company") with the Securities and Exchange Commission on January
9, 1995 pursuant to the Securities Act of 1933, as amended (the "Act"),
and the rules and regulations promulgated thereunder (the "Rules"), you
have requested that I furnish you with my opinion as to the legality of
the 462,607 shares of the Company's common stock, $.10 par value, (the
"Shares") which are registered under the Registration Statement.
In this regard, I have examined originals, or copies authenticated
to my satisfaction, of the Company's Amended Restated Certificate of
Incorporation, the Company's By-Laws, as amended, and the Company's
records of corporate proceedings. In addition, I have made such other
examinations of law and fact as I considered necessary in order to form
a basis for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that the Shares have
been duly and validly authorized and reserved for issuance, and such
Shares, when issued and delivered, will be duly and validly issued and
fully paid and non-assessable.
I hereby consent to the use of my name under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement and
to the use of this opinion as an exhibit to the Registration Statement.
In giving this consent, I do not thereby admit that I come within the
category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
Automatic Data Processing, Inc.:
We consent to the incorporation by reference in this Registration Statement
of Automatic Data Processing, Inc. on Form S-3 of our reports dated August
15, 1994, appearing in 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 this Registration Statement.
Deloitte & Touche LLP
New York, New York
January 9, 1995
