<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
AUTOMATIC DATA PROCESSING, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
AUTOMATIC DATA PROCESSING, INC.
ONE ADP BOULEVARD - ROSELAND, NEW JERSEY 07068
---------------------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders:
PLEASE TAKE NOTICE that the 1997 Annual Meeting of Stockholders of AUTOMATIC
DATA PROCESSING, INC. (the "Company") will be held at 10:00 a.m., Tuesday,
November 11, 1997 at the Company's corporate headquarters, ONE ADP BOULEVARD,
ROSELAND, NEW JERSEY 07068, for the following purposes:
1. To elect a Board of Directors (Proposal 1);
2. To ratify the appointment of Deloitte & Touche LLP to serve as the
Company's independent certified public accountants for the fiscal year
which began on July 1, 1997 (Proposal 2); and
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only the holders of Common Stock of record at the close of business on
September 12, 1997 are entitled to vote at the meeting. Each stockholder is
entitled to one vote for each share of Common Stock held on the record date.
By order of the Board of Directors
JAMES B. BENSON
SECRETARY
September 23, 1997
Roseland, New Jersey
THE PRESENCE IN PERSON AND/OR THE REPRESENTATION BY PROXY OF THE HOLDERS OF
A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF STOCK ENTITLED TO VOTE IS
NECESSARY AND SUFFICIENT TO CONSTITUTE A QUORUM. ACCORDINGLY, IF YOU DO NOT
EXPECT TO BE PRESENT AT THE MEETING, PLEASE EXECUTE THE ACCOMPANYING PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES, SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AT THE
MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF
[LOGO]
AUTOMATIC DATA PROCESSING, INC.
ONE ADP BOULEVARD - ROSELAND, NEW JERSEY 07068
TO BE HELD ON NOVEMBER 11, 1997
SOLICITATION AND REVOCATION OF PROXY
The accompanying proxy is being solicited by the Board of Directors of the
Company for use at the forthcoming Annual Meeting of Stockholders. Each
stockholder giving such a proxy has the power to revoke the same at any time
before it is voted by so notifying the Secretary of the Company in writing. All
expenses in connection with the solicitation will be borne by the Company. This
proxy statement and the accompanying proxy are being mailed to the stockholders
on or about September 23, 1997.
The Company has one class of securities outstanding and entitled to vote at
the Annual Meeting of Stockholders, its Common Stock, par value $.10 per share.
At the close of business on September 12, 1997, the record date for
determination of stockholders entitled to notice of and to vote at the meeting,
the Company had issued and outstanding 292,353,349 shares of Common Stock
(excluding 21,933,791 treasury shares not entitled to vote). Each outstanding
share of Common Stock is entitled to one vote with respect to each matter to be
voted on at the meeting.
The representation in person or by proxy of a majority of the shares
entitled to vote shall constitute a quorum at the Annual Meeting of
Stockholders. Directors are elected by a plurality of the affirmative votes
cast. The affirmative vote of the holders of a majority of the shares present in
person or by proxy and entitled to vote is required to ratify the appointment of
Deloitte & Touche LLP as the Company's independent certified public accountants.
Under the Company's Restated Certificate of Incorporation and By-laws and under
Delaware law, abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied. With regard to the election of
Directors, votes may be cast in favor or withheld. Votes that are withheld will
be excluded entirely from the vote and will have no effect. Abstentions may be
specified on any proposal (other than the election of Directors) and will have
the effect of a negative vote because each proposal (other than the election of
Directors) requires the affirmative vote of a majority of the shares present in
person or by proxy and entitled to vote. Under applicable Delaware law, a
non-vote will have no effect on the outcome of the election of Directors or any
other proposal. A non-vote occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because the
nominee does not have discretionary voting power and has not received
instructions from the beneficial owner.
The Company's Board of Directors has adopted a policy whereby stockholders'
proxies are received by the Company's independent tabulators and the vote is
certified by independent inspectors of election. Proxies and ballots that
identify the vote of individual stockholders will be kept confidential from the
Company's management and directors, except as necessary to meet legal
requirements, in cases where stockholders request disclosure, or in a contested
election.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Properly executed proxies will be voted as marked, and if not marked, will
be voted in favor of the election of the persons named below (each of whom is
now a director) as directors to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified. If any
nominee does not remain a candidate at the time of the meeting (a situation
which management does not anticipate), proxies solicited hereunder will be voted
in favor of those nominees who do remain as candidates and may be voted for
substitute nominees designated by the Board of Directors.
<TABLE>
<CAPTION>
SERVED AS A
DIRECTOR
CONTINUOUSLY
NAME AGE SINCE PRINCIPAL OCCUPATION
- ------------------------------ --- --------------- -------------------------------------------------------------
<S> <C> <C> <C>
Gary C. Butler 50 1996 Group President of the Employer Services Group of the Company
(1)
Joseph A. Califano, Jr. 66 1982 Chairman of the Board and President, National Center on
Addiction and Substance Abuse at Columbia University (2)
Leon G. Cooperman 54 1991 Chairman and Chief Executive Officer, Omega Advisors, Inc.,
an investment partnership (3)
George H. Heilmeier 61 1994 Chairman and Chief Executive Officer of Bellcore, a research
and engineering consortium (4)
Ann Dibble Jordan 62 1993 Consultant (5)
Harvey M. Krueger 68 1967 Vice Chairman of Lehman Brothers, investment bankers (6)
Frederic V. Malek 60 1978 Chairman, Thayer Capital Partners, a merchant banking firm
(7)
Henry Taub 70 1961 Chairman of the Executive Committee of the Board of the
Company (8)
Laurence A. Tisch 74 1972 Co-Chairman and Co-Chief Executive Officer of Loews
Corporation, which is engaged in the consumer products,
hotel and insurance businesses (9)
Arthur F. Weinbach 54 1989 President and Chief Executive Officer of the Company (10)
Josh S. Weston 68 1977 Chairman of the Board of the Company (11)
</TABLE>
2
<PAGE>
- ------------------------
(1) Mr. Butler has held the indicated position since January 1995. Prior
thereto, he had been Group President of the Dealer Services Group of the
Company for more than five years.
(2) Mr. Califano was a senior partner in the Washington, D.C. office of Dewey
Ballantine from 1983 through 1992. He is also a director of Authentic
Fitness Corporation, Chrysler Corporation, HealthPlan Services, Inc., K Mart
Corporation, Travelers Group Inc. and Warnaco Inc.
(3) Mr. Cooperman was Chairman and Chief Executive Officer of Goldman Sachs
Asset Management from 1989 until July 1991, and is a limited partner of
Goldman, Sachs & Co. Prior to that time, Mr. Cooperman spent 22 years in
Goldman Sachs' Investment Research Department, in which he served as
partner-in-charge, co-chairman of the Investment Policy Committee and
chairman of the Stock Selection Committee.
(4) Dr. Heilmeier has been President and Chief Executive Officer of Bellcore
(Bell Communication Research) since March 1991. Dr. Heilmeier is also a
director of Compaq Computer Corporation, The MITRE Corporation and TRW, Inc.
(5) Ms. Jordan is the former Director, Social Services Department, Chicago
Lying-In Hospital, University of Chicago Medical Center, a position she
assumed in 1970. She is also a director of Hechinger Company, Johnson &
Johnson Corporation, Salant Corporation, The Coleman Company and Travelers
Group Inc.
(6) Mr. Krueger has been a senior officer of Lehman Brothers and its
predecessor companies for more than the past five years. He is also a
director of Chaus, Inc., Club Med Inc., IVAX Corporation and R.G. Barry
Corporation.
(7) Mr. Malek has been Chairman of Thayer Capital Partners since 1992. Mr.
Malek is also a director of American Management Systems Corp., CB Commercial
Estate Group, Choice Inc., FPL Group Incorporated, Manor Care Corp.,
Northwest Airlines, Inc. and various Paine Webber mutual funds.
(8) Mr. Taub became Honorary Chairman of the Company's Board of Directors in
1986 and has been Chairman of the Executive Committee since 1983. He is also
a director of Hasbro, Inc.
(9) Mr. Tisch has been Co-Chairman and Co-Chief Executive Officer of Loews
Corporation for more than the past five years. He is also a director of
Bulova Corporation, CNA Financial Corporation, Federated Department Stores,
Inc., Loews Corporation and Petrie Stores Corp.
(10) Mr. Weinbach became President and Chief Executive Officer of the Company in
August 1996, having served as President and Chief Operating Officer since
January 1994. Prior to that time, he had served as Executive Vice President
since August 1992, and had, prior thereto, been Senior Vice President,
Administration and Finance, for more than the past five years. He is also a
director of HealthPlan Services, Inc.
(11) Mr. Weston has been Chairman of the Board of the Company for more than the
past five years. Prior to August 1996, he served as Chairman of the Board
and Chief Executive Officer of the Company for more than the past five
years. He is also a director of Olsten Corp., Public Service Enterprise
Group, Shared Medical Systems Corporation and Vanstar Corporation.
DIRECTORS' MEETINGS, COMMITTEES AND FEES
During the last fiscal year five meetings of the Board of Directors were
held. All directors attended at least 75%, in the aggregate, of the meetings of
the Board of Directors and the committees of which they were members.
The Company has a standing Audit Committee composed of Messrs. Califano,
Cooperman and Krueger, and Ms. Jordan. Mr. Krueger is the Chairman. The
principal functions of the Audit Committee are to (i) make recommendations to
the full Board of Directors concerning the appointment of
3
<PAGE>
independent auditors, (ii) review the scope of the audit and related fees, (iii)
review the Company's accounting principles, policies and reporting practices
with the independent and internal auditors and management, (iv) discuss with the
independent auditors the results of their audit and determine what action, if
any, is required with respect to the Company's internal controls and (v)
consider other audit and non-audit matters from time to time as requested by the
full Board of Directors. The Audit Committee met four times during fiscal 1997.
The Company has a Compensation Committee composed of Messrs. Charles P.
Lazarus (who has decided not to stand for reelection as a director of the
Company), Malek and Tisch. Mr. Malek is the Chairman. The purpose of the
Compensation Committee is to develop guidelines and review the compensation and
performance of officers of the Company and other Company associates, to review
and approve criteria for granting bonuses and options to officers of the
Company, and to develop plans for managerial succession. The Compensation
Committee met three times during fiscal 1997.
The Company has an Executive Committee composed of Messrs. Krueger, Malek,
Taub, Weinbach and Weston. Mr. Taub is the Chairman. The purpose of the
Executive Committee is to act in the absence of the Board of Directors. The
Executive Committee met three times during fiscal 1997.
The Company does not have a Nominating Committee or any committee performing
nominating or similar functions.
Non-employee directors are paid an annual retainer of $30,000, plus $1,000
for each Board of Directors meeting attended. In addition, non-employee
directors are paid $750 for each committee meeting attended, except for the
chairman of such committee, who is paid $1,000 for each meeting he attends, and
except that each non-employee member of the Executive Committee is paid $1,000
for each meeting he attends. Non-employee directors may elect to defer payment
of the above amounts. There are no fees paid to employee directors or other fee
arrangements provided by the Company.
The non-employee directors of the Company are entitled to participate in the
1989 Non-Employee Director Stock Option Plan (the "Directors' Plan") pursuant to
which options for 7,500 shares of Common Stock will now automatically be granted
to persons who become non-employee directors. In addition, each non-employee
director will now be granted an additional option for 7,500 shares on the first
business day after each fifth anniversary of the date of the initial grant to
each such non-employee director, provided that he or she is then still serving
in such capacity. The Directors' Plan was adopted on November 2, 1989 and will
remain in effect until terminated by action of the Board of Directors. All
options have been and will be granted at the fair market value of the Common
Stock, determined on the basis of the closing price of the Common Stock in
consolidated trading on the date of grant, as reported in The Wall Street
Journal. Twenty percent of the options granted under the Directors' Plan become
exercisable on the first anniversary of the date such options were granted, and
twenty percent become exercisable on each successive anniversary date until all
such options are exercisable; provided that options become exercisable only if
the director is then still serving in such capacity, unless certain specified
events occur such as the death, disability or retirement of a director, in which
case the options shall immediately vest and become fully exercisable. All
options granted under the Directors' Plan have a term of ten years. Under the
Directors' Plan, options for 20,000 shares at an exercise price of $11.46 per
share and options for 10,000 shares at an exercise price of $28.72 per share
have been granted to each of Messrs. Califano, Krueger, Lazarus, Malek and
Tisch; Mr. Cooperman has been granted an option for 20,000 shares at an exercise
price of $19.34 per share and an option for 5,000 shares at an exercise price of
$41.50 per share; Ms. Jordan has been granted an option for 10,000 shares at an
exercise price of $26.15 per share; and Dr. Heilmeier has been granted an option
for 10,000 shares at an exercise price of $29.38 per share. Depending upon the
date of grant,
4
<PAGE>
the foregoing option grants (all of which were originally grants for 5,000
shares) reflect the adjustments caused by two 2 for 1 stock splits.
Any person who first becomes a non-employee director after August 13, 1997
is not eligible to receive a pension from the Company. A non-employee director
(who was a director on August 13, 1997) who chooses to retire after 20 years of
service in such capacity and having attained the age of 70 will receive a
pension of $25,000 per year for the remainder of his or her life. If such
non-employee director chooses to retire after having attained the age of 65 with
15 years of service, he or she will receive a pension of $12,500 per year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
The following table contains information as of August 25, 1997 with respect
to the beneficial ownership of Common Stock of the Company by each director and
nominee for director of the Company, by each of the executive officers of the
Company named in the Summary Compensation Table and by all directors and
executive officers of the Company as a group (including the named individuals).
Unless otherwise noted in the footnotes following the table, the persons as to
whom the information is given had sole voting and investment power over the
shares of Common Stock shown as beneficially owned. To the knowledge of the
management of the Company, no person beneficially owned as of August 25, 1997
more than 5% of the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NAME BENEFICIALLY OWNED (1) PERCENT
- ------------------------------------------------------------ ----------------------- -----------
<S> <C> <C>
Gary C. Butler (2) 228,016 *
Joseph A. Califano, Jr. 24,800 *
Robert J. Casale 25,431 *
Leon G. Cooperman 21,000 *
Russell P. Fradin 60,631 *
George H. Heilmeier 4,200 *
Ann Dibble Jordan 8,100 *
Harvey M. Krueger 40,000 *
Charles P. Lazarus 28,000 *
Peter M. Leger 65,045 *
Frederic V. Malek (3) 4,000 *
Henry Taub (4) 4,335,713 1.5%
Laurence A. Tisch 5,200 *
Arthur F. Weinbach 479,705 *
Josh S. Weston (5) 1,022,175 *
Directors and Executive Officers as a group
(20 persons, including those named above) (6) 6,694,748 2.3%
</TABLE>
- ------------------------
* Indicates less than one percent.
5
<PAGE>
(1) Includes shares that may be acquired upon the exercise of options granted by
the Company that are exercisable prior to October 24, 1997. The shares
beneficially owned include 50,000, 24,000, 19,000, 4,000, 24,000, 24,000,
46,000, 2,000, 312,000, 556,000 and 8,000 shares subject to such options
granted to Messrs. Butler, Califano, Cooperman, Heilmeier, Krueger, Lazarus,
Leger, Tisch, Weinbach and Weston and Ms. Jordan, respectively, and
1,260,800 shares subject to such options granted to the Directors and
Executive Officers as a group.
(2) In addition, members of Mr. Butler's immediate family were potential
beneficiaries of a charitable trust owning 600 shares of Common Stock of the
Company.
(3) In addition, members of Mr. Malek's immediate family were potential
beneficiaries of charitable trusts or owned outright an aggregate of 1,600
shares of Common Stock of the Company.
(4) Members of Mr. Taub's immediate family were potential beneficiaries of
charitable trusts or owned outright an aggregate of 149,679 shares of Common
Stock of the Company.
(5) In addition, members of Mr. Weston's immediate family were potential
beneficiaries of a charitable trust owning 400 shares of Common Stock of the
Company.
(6) Members of the immediate families of non-director officers of the Company
owned 800 shares of Common Stock of the Company.
STOCKHOLDER APPROVAL REQUIRED
Directors shall be elected by a plurality of the affirmative votes cast at
the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS.
COMPENSATION OF EXECUTIVE OFFICERS
The following sections of this proxy statement cover the components of the
total compensation of the Company's Chairman (who was its chief executive
officer until August 1, 1996), its chief executive officer and the four other
most highly compensated executive officers of the Company. These sections
include: (i) a series of tables covering annual and long-term compensation; (ii)
a pension plan table summarizing the annual benefits payable under the Company's
defined benefit retirement plans; (iii) a report by the Compensation Committee
of the Board of Directors describing the Company's compensation policies for
fiscal 1997 for its executive officers and the rationale upon which its chief
executive officer's compensation for fiscal 1997 was based; and (iv) a
performance graph comparing the Company's total stockholder return to the S&P
500, a Peer Group Index and the S&P Computer Software Services Indices over a
five year period.
6
<PAGE>
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of the Company's Chairman
(who was its chief executive officer until August 1, 1996), its chief executive
officer and the four other most highly compensated executive officers for
services in all capacities to the Company for the three years ended June 30,
1997.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------
NUMBER OF
SECURITIES
RESTRICTED UNDERLYING ALL
YEAR ANNUAL COMPENSATION(1) STOCK OPTIONS OTHER
NAME AND ENDED -------------------------- AWARDS GRANTED COMPENSATION
PRINCIPAL POSITION JUNE 30, SALARY BONUS (2) (3) (4)
- -------------------------------- ----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Josh S. Weston 1997 $ 607,403 $ -- $ -- -- $ 10,060
Chairman 1996 $ 1,000,000 $ 234,000 $ -- -- $ 11,000
1995 $ 1,000,000 $ 200,000 $ -- -- $ 7,684
Arthur F. Weinbach 1997 $ 571,667 $ 315,000 $ -- 110,000 $ 5,329
President and Chief Executive 1996 $ 475,000 $ 235,000 $ -- -- $ 5,861
Officer 1995 $ 455,000 $ 225,000 $ -- 40,000 $ 4,568
Gary C. Butler 1997 $ 457,500 $ 240,000 $ -- 50,000 $ 5,463
Group President 1996 $ 415,000 $ 228,000 $ 470,375 20,000 $ 6,086
1995 $ 345,833 $ 220,000 $ -- 20,000 $ 63,961
Robert J. Casale 1997 $ 429,615 $ 190,000 $ -- -- $ 5,809
Group President 1996 $ 410,000 $ 150,000 $ 474,525 -- $ 5,379
1995 $ 388,750 $ 160,000 $ -- 15,000 $ 4,599
Peter M. Leger 1997 $ 292,385 $ 140,000 $ 264,969 15,000 $ 4,063
Division President 1996 $ 265,000 $ 102,000 $ -- 20,000 $ 4,265
1995 $ 241,422 $ 140,000 $ 117,375 40,000 $ 3,831
Russell P. Fradin 1997 $ 279,710 $ 200,000 $ 2,538,750 120,000 $ --
Senior Corporate Vice
President
</TABLE>
- ------------------------
(1) None of the named executive officers received any perquisites or other
personal benefits of an amount, or any other annual compensation of a type,
required to be reported by the Securities and Exchange Commission pursuant
to applicable rules and regulations.
(2) The dollar values shown in the Restricted Stock Awards column are based on
the closing market price of the Company's Common Stock on the date the
restricted shares were granted. Restricted shares may not be transferred or
pledged, but such Company-imposed restrictions lapse with the passage of
time (generally over periods of up to five years) and continued employment
with the Company.
As of June 30, 1997, the aggregate number of shares of restricted stock held
by a named executive officer and the aggregate fair market value of such
shares (calculated by multiplying the aggregate number of shares held by
such named executive officer by $47.00, the closing price on the New York
Stock Exchange of the Company's Common Stock on June 30, 1997) was: Mr.
Weinbach, 25,200 shares ($1,184,400); Mr. Butler, 29,600 shares
($1,391,200); Mr. Casale, 23,200 shares ($1,090,400); Mr. Leger, 10,600
shares ($498,200); and Mr. Fradin, 50,000 shares ($2,350,000).
7
<PAGE>
The restricted stock awards to the named executive officers reported in the
table that vest, in whole or in part, in under three years from the date of
grant, together with their vesting schedule, are as follows:
(i) Mr. Butler received a grant of 14,200 restricted shares in fiscal 1996,
1,300 of which vested in each of fiscal 1996 and 1997, 1,300 will vest in
each of fiscal 1998 and 1999 and 9,000 will vest in fiscal 2000.
(ii) Mr. Casale received a grant of 14,800 restricted shares in fiscal
1996, of which 800 shares vested in fiscal 1997, 1,600 will vest in each
of fiscal 1998 and 1999, 800 will vest in fiscal 2000 and 10,000 will
vest in fiscal 2001.
(iii) Mr. Leger received a grant of 4,000 restricted shares in fiscal 1995,
of which 500 vested in each of fiscal 1996 and 1997, 500 will vest in
fiscal 1998, 1,500 will vest in fiscal 1999, and 1,000 will vest in
fiscal 2000, and a grant of 6,100 restricted shares in fiscal 1997, of
which 600 will vest in fiscal 1999, 1,100 will vest in fiscal 2000 and
2,200 will vest in each of fiscal 2001 and 2002.
(iv) Mr. Fradin received a grant of 60,000 shares in fiscal 1997 of which
10,000 vested in fiscal 1997, and 10,000 will vest in each of fiscal 1998
through 2002.
Dividends are paid on restricted stock at the same rate as other outstanding
shares of the Company's Common Stock. In the event of a change of control of
the Company, the unvested portion of the restricted stock of Messrs.
Weinbach, Casale and Butler will be subject to limited accelerated vesting.
(3) The Company does not award Stock Appreciation Rights (SARS).
(4) For the year ended June 30, 1997, consists of the sum of: (i) contributions
to the Company's Retirement and Savings Plan (401(k)) in the following
amounts, Mr. Weston, $5,375, Mr. Weinbach, $4,363, Mr. Butler, $5,028, Mr.
Casale, $4,951, and Mr. Leger, $4,063; and (ii) compensatory split-dollar
insurance premiums (with a statistically calculated economic benefit to the
executive determined by Phoenix Home Life Insurance Company for W-2 income
purposes) in the following amounts: Mr. Weston, $4,685, Mr. Weinbach, $966,
Mr. Butler, $435, and Mr. Casale, $858. In fiscal 1995, $60,175 of
relocation benefits were included for Mr. Butler.
STOCK OPTION PLANS
The Company has in effect a 1981 Key Employees' Stock Option Plan (the "1981
Plan") and a 1990 Key Employees' Stock Option Plan (the "1990 Plan"). The 1981
Plan and the 1990 Plan collectively are referred to as the "Option Plans".
Officers and key employees are eligible to participate in the Option Plans,
which permit the issuance, in addition to non-qualified options, of "incentive
stock options" ("ISOs") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Company has ceased granting
options under the 1981 Plan, but outstanding options under the 1981 Plan remain
valid. In the event of a change in control of the Company, the unvested portion
of the stock options of Messrs. Weinbach, Casale and Butler will be subject to
limited accelerated vesting.
The Option Plans are administered by the Compensation Committee of the Board
of Directors. The Committee has the authority to determine the employees to whom
options will be granted and, subject to the Option Plans, the terms and amount
of options granted.
8
<PAGE>
ISOs expire no more than ten years from their date of grant, with an
exercise price equal to 100% of the fair market value on the date of grant.
Non-qualified options, as granted, expire 10 years after the date of grant with
an exercise price equal to 100% of the fair market value on the grant date.
An optionee has no rights as a stockholder with respect to any shares
covered by his options until the date of issuance of a stock certificate to him
for such shares. During the life of the optionee, the option is exercisable only
by him. No option is exercisable more than 15 days after termination of
employment, or (if termination is due to the death of an optionee) more than six
months after the appointment and qualification of an executor or administrator
of the deceased optionee's estate or 12 months after the death of the optionee,
whichever occurs earlier.
The following table sets forth certain information concerning stock option
grants to the named executive officers during the fiscal year ended June 30,
1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES EXERCISE GRANT DATE
GRANTED IN FISCAL YEAR PRICE EXPIRATION VALUE
NAME (#) (1) (%) ($/SHARE) DATE ($) (2)
- ---------------------------------------------- ----------- ------------------- ----------- ---------- -------------
Josh S. Weston -- -- -- -- --
Arthur F. Weinbach 110,000 3.1 41.625 8/14/06 $ 1,106,538
Gary C. Butler 50,000 1.4 48.81 5/19/07 $ 607,403
Robert J. Casale -- -- -- -- --
Peter M. Leger 15,000 0.4 41.625 8/14/06 $ 150,892
Russell P. Fradin 120,000 3.4 42.31 11/12/06 $ 1,182,608
</TABLE>
- ------------------------
(1) All options were granted pursuant to the 1990 Plan. The options were granted
at an exercise price equal to the fair market value of the Company's Common
Stock on the date of grant. The options were granted for terms of ten years,
and vest during periods from four to six years subsequent to the date of
grant.
(2) The grant date values were calculated on the basis of the Black-Scholes
option pricing model. Options were assumed to be exercised 6.2 years after
the date of grant, based on historical experience. A risk-free interest rate
of 6.41%, stock price volatility of 13% and the dividend yield of 1% were
used in the calculation for the option grants to Messrs. Weinbach and Leger.
A risk-free interest rate of 6.61%, stock price volatility of 13% and the
dividend yield of 1% were used in the calculation for the option grant to
Mr. Butler. A risk-free interest rate of 6.03%, stock price volatility of
13% and the dividend yield of 1% were used in the calculation for the option
grant to Mr. Fradin. A discount of 13% was applied to the calculated value
to reflect the risk of forfeiture during the option term. The actual value
of the options will depend on the market value of the Company's Common Stock
on the dates the options are exercised. No realization of value from the
options is possible without an increase in the price of the Company's Common
Stock, which would benefit all stockholders commensurately.
9
<PAGE>
AGGREGATED OPTION EXERCISES
FOR FISCAL YEAR ENDED JUNE 30, 1997
AND OPTION VALUES AS OF JUNE 30, 1997
The following table sets forth certain information concerning option
exercises during the last fiscal year by the named executive officers and
unexercised options held by such officers at the end of the last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT 6/30/97 6/30/97
SHARES ACQUIRED VALUE (#) ($)
ON EXERCISE REALIZED -------------------------- -----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ --------------- ------------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Josh S. Weston 90,500 $ 3,408,138 556,000 4,000 $ 19,148,000 $ 92,000
Arthur F. Weinbach 56,000 $ 1,729,000 312,000 258,000 $ 10,529,000 $ 3,343,000
Gary C. Butler 64,000 $ 1,896,650 70,000 190,000 $ 2,287,000 $ 2,713,000
Robert J. Casale 130,000 $ 4,334,440 -- 120,000 -- $ 2,533,000
Peter M. Leger -- -- 44,000 91,000 $ 1,080,000 $ 1,471,000
Russell P. Fradin -- -- -- 120,000 -- $ 563,000
</TABLE>
DEFINED BENEFIT PLANS
The following table shows the estimated annual retirement benefits payable
under the Company's retirement program, consisting of the Retirement Capital
Accumulation Plan (the "Pension Plan") and the Supplemental Officers' Retirement
Plan (the "Supplemental Retirement Plan"), to persons in specified average
compensation and credited service classifications, assuming retirement at age
65.
<TABLE>
<CAPTION>
FINAL
5-YEAR YEARS OF CREDITED SERVICE AT RETIREMENT
AVERAGE ---------------------------------------------------------------
COMPENSATION 10 15 20 25 30
- ------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 400,000 $ 65,000 $ 101,000 $ 119,000 $ 130,000 $ 147,000
500,000 80,000 124,000 144,000 155,000 172,000
600,000 95,000 146,000 169,000 180,000 197,000
700,000 110,000 169,000 194,000 205,000 222,000
800,000 125,000 191,000 219,000 230,000 247,000
900,000 140,000 214,000 244,000 255,000 272,000
1,000,000 155,000 236,000 269,000 280,000 297,000
</TABLE>
10
<PAGE>
Compensation covered by the Pension Plan is limited to January 1 base salary
up to the current compensation limit in effect for the plan year. Compensation
covered under the Supplemental Retirement Plan includes cash compensation and
compensation from restricted stock vesting during the year. Benefits under the
Supplemental Retirement Plan are subject to reduction for social security,
Pension Plan and 401(k) benefits.
Messrs. Casale, Butler and Leger have, in the aggregate, 8, 21 and 4 years
of credited service respectively under the Pension Plan and 7, 8, and 4 years
under the Supplemental Retirement Plan. Mr. Weinbach has 16 years of credited
service under the Pension Plan. The Company has agreed that for purposes of the
Supplemental Retirement Plan, Mr. Weinbach is deemed to have 10 years of
credited service and, unless his employment is terminated for cause, will
receive the maximum benefits available under such Plan.
Mr. Weston is not a participant in the Supplemental Retirement Plan and,
accordingly, the table above does not reflect his retirement benefit. In fiscal
1995, the Company agreed to pay a portion of the annual premium of two life
insurance policies insuring the lives of Mr. Weston and his wife. In return for
the Company's agreement, Mr. Weston agreed to reduce the annual retirement
benefit under his employment contract from $550,000 per year to $382,000 per
year, an amount calculated to reimburse the Company in full for all costs
(including costs for the use of money) of the life insurance premiums paid by
the Company. If the Company does not receive full reimbursement for such costs,
Mr. Weston's retirement benefit will be further reduced or the trust which owns
the life insurance policies will make the Company whole.
EMPLOYMENT AGREEMENT
Arthur F. Weinbach entered into an employment agreement with the Company as
of August 1, 1996, the day Mr. Weinbach became Chief Executive Officer of the
Company. The agreement has successive one-year terms unless terminated by the
Company or Mr. Weinbach prior to June 1 of any year. Mr. Weinbach's annual base
salary is to be no less than $580,000, and his annual target bonus no less than
$290,000. The agreement provides that Mr. Weinbach is to be granted restricted
stock awards for a number of shares so that restrictions will lapse in each
fiscal year of the Company on shares with a market value on the date of the
award of at least $500,000. If Mr. Weinbach's employment is terminated by the
Company without cause, then he is entitled to receive his base salary for 18
months and continue to vest in his restricted stock awards and stock options. If
his employment is terminated following a change-in-control of the Company, he
will receive a termination payment equal to a percentage, ranging from 300% if
such termination occurs within two years of such change-in-control to 100% if it
occurs after the third year, of his annual base salary and his average annual
bonus for the prior two years. In addition, all of his stock options will become
fully vested and all of his restricted stock having restrictions lapsing within
three years after such termination shall have such restrictions automatically
removed.
Messrs. Casale and Butler have entered into agreements with the Company
which provide for a defined severance period, not to exceed nine months, in the
event of a termination of their employment resulting from a change-in-control of
the Company.
11
<PAGE>
CERTAIN TRANSACTIONS
Harvey M. Krueger, a director of the Company, is Vice Chairman of Lehman
Brothers, which provided various investment banking and brokerage services to
the Company in the past fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee of the Board of Directors is composed of three
outside directors: Messrs. Lazarus, Malek and Tisch.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for setting on behalf of the Board of Directors the base salaries
and the total compensation levels of the Chairman, the President and Chief
Executive Officer and the presidents of the Employer Services, Brokerage
Services and Dealer Services businesses, as well as a structure for other key
executives of the Company. The Committee grants all stock options and reviews
all recommendations for grants of restricted stock to these and other key
executives.
COMPENSATION POLICIES
The Company's executive compensation policies for fiscal 1997, which were
reviewed by the Committee, were designed to emphasize both competitive and
variable compensation, with direct linkages to business objectives and
exceptional performance.
The primary components of the compensation package for key executives for
fiscal 1997 were base salary, bonus, restricted stock and stock options. The
Company and the Committee have always believed that stock ownership in the form
of restricted stock and longer-term stock option vesting is vital in linking
management to stockholder interests. The Company sets its salary, bonus and
restricted stock targets (i.e. direct cash compensation) BELOW the median of
market range levels of comparable sized companies in the S&P 500. Therefore,
executives derive more from stock option price appreciation as a percent of
total compensation than in a company whose direct cash compensation is set at
market levels or higher.
ANNUAL COMPENSATION
Annual total compensation consists of base salary, cash bonus and yearly
vesting of restricted stock. The base salaries for executives for fiscal 1997
were determined based upon the job grade of the position, the salary range of
the job grade and the performance of the executive.
Key executives earned cash bonuses in fiscal 1997 based upon individual
annual accomplishments versus individual pre-established goals that included
business growth and increased profitability. Performance goals also included
quality/service, product development, organization development and leadership.
LONG-TERM COMPENSATION
Long-term compensation is comprised of future restricted stock and stock
options vestings. The Company has from time to time sold shares of restricted
stock to executive officers and other key
12
<PAGE>
employees, at par value, in recognition of their individual levels of relative
responsibility and prospective contributions to the business. Company imposed
restrictions on transfer or pledge of the restricted stock generally lapse over
the ensuing five years, and are subject to continued employment. The restricted
stock plan is designed to encourage stock ownership, longevity, and long-term
performance.
Stock options are granted to executive officers and other key employees in
amounts based upon their job grade and individual performance. Stock options are
granted at fair market value as of the date of grant, and have a term of up to
ten years. Stock options provide incentive for the creation of stockholder value
over the long-term, and also significantly aid in executive recruiting and
retention.
Restricted stock and stock option grants were made to individual key
executives during fiscal 1997 on a basis consistent with the above guidelines.
BENEFITS
The Company provided certain supplemental benefits to key executives during
fiscal 1997 to ensure that it could compete effectively for executive talent.
These supplemental benefits included additional company paid life insurance and
certain additional retirement benefits described in the "Defined Benefit Plans"
section of this proxy statement.
CEO COMPENSATION
The Committee meets annually without the Chief Executive Officer present to
evaluate his performance and to determine his compensation.
In fiscal 1997, the Company achieved its 36th consecutive year of double
digit earnings per share growth. Based on those results and pursuant to the
terms of his employment agreement, Mr. Weinbach received a base salary of
$571,667 and a bonus of $315,000 during fiscal 1997. Such compensation is below
the median base salary and bonus compensation of chief executive officers at
companies in the S&P 500 with annual revenues between $1 and $6 billion, as
surveyed by the Company.
The incentives of the Chief Executive Officer are provided in the form of
restricted stock and stock options. This ensures that the Chief Executive
Officer and the Company's stockholders would have a commonality of purpose in
enhancing stockholder value. The Committee has granted Mr. Weinbach, during the
last five years, stock options totaling 310,000 shares and the opportunity to
purchase 63,400 shares of restricted stock.
Compensation Committee
of the Board of Directors
Frederic V. Malek, Chairman
Charles P. Lazarus
Laurence A. Tisch
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative return on the Common Stock of
the Company for the most recent five years with the cumulative total return on
the S&P 500 Index, the S&P Software and Services Index ("CSSI") and a Peer Group
Index* comprised of direct competitors of the Company over the same period,
assuming an initial investment of $100 on June 30, 1992, with all dividends
reinvested. In the Company's prior proxy statements, the S&P CSSI was used as
the peer group index. In July 1996, the S&P CSSI index was changed, and
therefore the Peer Group Index, which includes ADP's direct competitors, was
chosen as the more appropriate index for the 1997 performance graph. The S&P
CSSI is shown for transitional purposes only, as required by the Securities and
Exchange Commission, and does not include a representative peer group of
companies for the 1997 Proxy Statement.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AUTOMATIC DATA PROCESSING COMPUTER SOFTWARE & SERVICES S&P 500 INDEX PEER GROUP
<S> <C> <C> <C> <C>
Jun-92 100 100 100 100
Jun-93 113.35 147.7 113.63 116.22
Jun-94 126.75 167.32 115.23 133.7
Jun-95 151.58 260.47 145.27 175.49
Jun-96 188.18 346.95 183.04 239.35
Jun-97 231.31 576.57 246.55 235.43
</TABLE>
- ------------------------
* The Peer Group Index is comprised of the following companies:
AFFILIATED COMPUTER SERVICES, INC.
AUTOMATIC DATA PROCESSING, INC.
THE BISYS GROUP, INC.
CERIDIAN CORP.
COMPUTER SCIENCES CORPORATION
CONCORD EFS, INC.
DELUXE CORPORATION
DST SYSTEMS, INC.
ELECTRONIC DATA SYSTEMS CORPORATION
ENVOY CORPORATION
EQUIFAX INC.
FIRST DATA CORPORATION
FIRST USA PAYMENTECH, INC.
FISERV, INC.
HEALTH MANAGEMENT SYSTEMS, INC.
HEALTH SYSTEMS DESIGN CORPORATION
HPR INC.
MEDAPHIS CORPORATION
NATIONAL DATA CORPORATION
NATIONAL PROCESSING, INC.
NOVA CORPORATION
PAYCHEX, INC.
PMT SERVICES, INC.
THE PROFIT RECOVERY GROUP INTERNATIONAL,
INC.
SEI INVESTMENTS COMPANY
SHARED MEDICAL SYSTEMS CORPORATION
SPS TRANSACTION SERVICES, INC.
SUNGARD DATA SYSTEMS INC.
TOTAL SYSTEM SERVICES, INC.
ULTRADATA CORPORATION
14
<PAGE>
PROPOSAL 2
APPOINTMENT OF AUDITORS
At the Annual Meeting of Stockholders, the stockholders will vote on the
ratification of the appointment of Deloitte & Touche LLP, certified public
accountants, as independent auditors to audit the accounts of the Company and
its subsidiaries for the fiscal year begun July 1, 1997. A representative of
Deloitte & Touche LLP will be present at the Annual Meeting of Stockholders and
will have an opportunity to make a statement if he desires. He will be available
to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS.
OTHER MATTERS
So far as the Board of Directors is aware, only the aforementioned matters
will be acted upon at the meeting. If any other matters properly come before the
meeting, the accompanying proxy may be voted on such other matters in accordance
with the best judgment of the person or persons voting said proxy.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting
must be received by the Company for inclusion in the 1998 Proxy Statement no
later than May 22, 1998.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended June 30, 1997, which
is not a part of the proxy soliciting material, is being mailed to the Company's
stockholders together with this proxy statement.
For the Board of Directors
James B. Benson
SECRETARY
Roseland, New Jersey
September 23, 1997
15
<PAGE>
[Form of Proxy -- Front]
[LOGO]
AUTOMATIC DATA PROCESSING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT MARKED, WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN THE ACCOMPANYING PROXY
STATEMENT AND FOR PROPOSAL (2) ON THE REVERSE SIDE.
The undersigned hereby appoints Arthur F. Weinbach and Josh S. Weston, and
each of them, attorneys and proxies with full power of substitution, in the
name, place and stead of the undersigned, to vote as proxy at the 1997 Annual
Meeting of Stockholders of Automatic Data Processing, Inc. to be held at the
corporate offices of the Company, ONE ADP BOULEVARD, ROSELAND, NEW JERSEY 07068,
on Tuesday, November 11, 1997 at 10:00 A.M., or at any adjournment or
adjournments thereof, according to the number of votes that the undersigned
would be entitled to cast if personally present.
Either of said attorneys and proxies or substitutes, who shall be present at
such meeting or at any adjournment or adjournments thereof, shall have all the
powers granted to such attorneys and proxies.
PLEASE DATE, SIGN AND MAIL THE PROXY PROMPTLY IN THE SELF-ADDRESSED RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. WHEN SIGNING
AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
The nominees for Director are Gary C. Butler, Joseph A. Califano, Jr., Leon G.
Cooperman, George H. Heilmeier, Ann Dibble Jordan, Harvey M. Krueger, Frederic
V. Malek, Henry Taub, Laurence A. Tisch, Arthur F. Weinbach and Josh S. Weston.
<PAGE>
[Form of Proxy -- Back]
- ----------------------------------------
<TABLE>
<S> <C> <C>
ACCOUNT NUMBER COMMON MARK VOTES LIKE THIS /X/
The Board of Directors Recommends a vote FOR the proposals regarding:
FOR WITHHOLD
all nominees listed Authority to vote for
on the reverse side all nominees on the
(1) Election of Directors (except as marked to reverse side / /
the contrary) / /
(INSTRUCTIONS: To withhold authority to vote for
any individual nominee, write that nominee's
name in the space provided below.)
----------------------------------------- FOR AGAINST ABSTAIN
(2) Appointment of Deloitte & Touche LLP / / / / / /
(3) Upon any and all other matters which may properly come before the meeting or any adjournment thereof.
</TABLE>
<TABLE>
<S> <C> <C>
SIGNATURE DATE
---------------------- -------------------------
TO ELIMINATE DUPLICATE MAILINGS, PLEASE
MARK THIS BOX / / SIGNATURE DATE
---------------------- -------------------------
</TABLE>
<PAGE>
[ADP Letterhead]
September 23, 1997
John Doe
123 Main Street
New York, New York 10005
Dear Shareholder:
You are cordially invited to join us at the 1997 Annual Meeting of
Stockholders of Automatic Data Processing, Inc. This year's meeting will be held
at the corporate offices of the Company at One ADP Boulevard, Roseland, New
Jersey, on Tuesday, November 11, 1997, starting at 10:00 a.m. I hope you will be
able to attend. At the meeting we will elect directors, and will vote on the
appointment of Deloitte & Touche LLP as independent auditors.
It is important that your shares be voted whether or not you plan to be
present at the meeting. You should specify your choices by marking the
appropriate boxes on the proxy form on the reverse side, and date, sign and
return your proxy form in the enclosed, postpaid return envelope as promptly as
possible. If you date, sign and return your proxy form without specifying your
choices, your shares will be voted in accordance with the recommendation of your
directors.
As in the past years, we will discuss the business of the Company and its
subsidiaries during the meeting. I welcome your comments and suggestions, and we
will provide time during the meeting for questions from shareholders. I am
looking forward to seeing you at the meeting.
Sincerely,
[Art Weinbach]
<PAGE>
ADP'S VOTING SERVICES
As an alternative to completing the proxy form below, you may enter your vote by
telephone or via the Internet.
- --------------------------------------------------------------------------------
ADP'S TELEPHONE VOTING SERVICE
Now you can vote your proxy right over the telephone. It's fast, convenient, and
your Proxy is immediately confirmed and posted.
Phone 1-800-VOTE ADP
1-800-868-3237
Just follow these 4 easy steps:
<TABLE>
<S> <C>
1. Read the accompanying Proxy Statement and the proxy form below.
2. Phone the toll free number printed above.
3. Once you've been connected, enter your 12 digit Control Number printed below.
4. Then follow the simple instructions the Vote ADP voice provides you.
</TABLE>
-------------------------------------------------------------------------------
CONTROL NUMBER:
-------------------------------------------------------------------------------
ADP'S INTERNET PROXY VOTING
Now you can vote your proxy via the internet. It's fast, convenient, and your
Proxy is immediately posted.
www.proxyvote.com
Just follow these 4 easy steps:
<TABLE>
<S> <C>
1. Read the accompanying Proxy Statement and the proxy form below.
2. Access the above internet address.
3. Enter your 12 digit Control Number printed above to obtain your records and create an
electronic ballot.
4. Complete and submit the electronic ballot form.
5. Enter your confirmation preference.
</TABLE>
<TABLE>
<S> <C>
Director Nominees: (01) Gary C. Butler, (02) Joseph A. Califano, Jr., (03) Leon G.
Cooperman, (04) George H. Heilmeler, (05) Ann Dibble Jordan, (06) Harvey M. Krueger, (07)
Frederic V. Malek, (08) Henry Taub, (09) Laurence A. Tisch, (10) Arthur F. Weinbach, (11)
Josh S. Weston
</TABLE>
