Pursuant to Rule 424(b)(3)
Registration File No. 333-79749
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
1,395,546 Shares
Common Stock
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<CAPTION>
<S> <C>
This prospectus relates to the public Our company's shares of common stock
offering, which is not being underwritten, are traded on the New York Stock
of 1,395,546 shares of our company's Exchange, the Chicago Stock Exchange and
common stock. The common stock is held the Pacific Stock Exchange under the
by some of the former stockholders of symbol "AUD." On June 24, 1999, ADP's
Dealer Solutions Holdings, Inc., who are stock price on the New York Stock
listed on pages two through five of this Exchange was $40.25.
document. These stockholders obtained
their shares of ADP common stock by
virtue of a merger between our company
and Dealer Solutions.
These stockholders may sell their ADP
shares at prices which are based on the
market price of the stock in negotiated
transactions. ADP will not receive any of
the proceeds from the sale of the shares.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the ADP common stock to be issued in
connection with this document or determined that this document is accurate or
adequate. Any representation to the contrary is a criminal offense.
June 25, 1999
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Table of Contents
THE COMPANY .............................................................. 1
USE OF PROCEEDS .......................................................... 1
THE SELLING STOCKHOLDERS ................................................. 2
PLAN OF DISTRIBUTION ..................................................... 6
EXPERTS .................................................................. 6
LEGAL OPINION ............................................................ 6
WHERE YOU CAN FIND MORE INFORMATION ...................................... 7
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THE COMPANY
Our company is engaged in the computing services business. With over
425,000 clients, we are one of the largest companies in the world dedicated to
providing computerized transaction processing, data communications and
information services. Our services include:
o payroll, payroll tax and human resource management;
o securities transaction processing and investor communication services;
o industry-specific computing and consulting services for auto and truck
dealers; and
o computerized auto repair estimating, auto parts availability services
and fee and utilization audits of bodily injury claims.
Our company's principal executive offices are located at One ADP
Boulevard, Roseland, New Jersey 07068.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
our common stock by the selling stockholders.
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THE SELLING STOCKHOLDERS
Except as set forth below, the selling stockholders listed in the table
below received their shares of ADP common stock from our company by virtue of a
merger of an indirect wholly owned subsidiary of ADP into Dealer Solutions
Holdings, Inc. The selling stockholders were Dealer Solutions shareholders at
the time of the merger and received their ADP shares in exchange for their
shares of Dealer Solutions common or preferred stock. In connection with this
merger, we agreed to register the shares of ADP common stock received by the
selling stockholders so that they may resell their ADP shares if they so desire.
We list below with respect to the selling stockholders (1) the number
of ADP shares beneficially owned after the merger and prior to the offering
covered by this prospectus, (2) the maximum number of ADP shares which may be
sold in the offering and (3) the number of ADP shares which will be beneficially
owned after the offering, assuming the sale of all the shares set forth in (2)
above.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares To Be After Offering
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
AutoNation DS 368,807 * 368,807 0 0
Investments,
Inc.(1)(2)
Warburg Pincus 875,447(3) * 116,346 759,101 0
Emerging Growth
Fund
Gerlach & Co. 20,942 * 20,942 0 0
Mass Mutual 5,817 * 5,817 0 0
Participation
Investors
Mass Mutual 11,634 * 11,634 0 0
Corporate Investors
Massachusetts Mutual 31,413 * 31,413 0 0
Life Insurance
Company
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<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares To Be After Offering
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Lincoln Trust 23,269 * 23,269 0 0
Company, Custodian
FBO Herbert F.
Boeckmann, II IRA
Karl L. and Thyra J. 2,326 * 2,326 0 0
Boeckmann
John L. Kendall 4,653 * 4,653 0 0
Dodge Financial 79,674 * 79,674 0 0
Family Limited
Partnership(2)
Studebaker Family 73,499 * 73,499 0 0
Limited Partnership(2)
Michael S. Castleman, 122,303 * 122,303 0 0
Jr.(2)
RNR Properties, Ltd.(2) 82,863 * 82,863 0 0
Kevin H. Whalen(2) 27,620 * 27,620 0 0
BKC CARMan, Inc.(2) 63,738 * 63,738 0 0
DC CARMan, Inc.(2) 39,836 * 39,836 0 0
Timberwilde Investment 39,386 * 39,386 0 0
Partners (2)
Kent S. Bradshaw(2) 38,552 * 38,552 0 0
Kent S. Bradshaw(2)(4) 582 * 582 0 0
Kent S. Bradshaw(2)(5) 191 * 191 0 0
S. Bond McCall, III(2) 23,285 * 23,285 0 0
Robert D. Remy(2) 20,316 * 20,316 0 0
Larry Clark(2) 18,176 * 18,176 0 0
Douglas A. Dawson(2) 15,934 * 15,934 0 0
John Traver(2) 13,649 * 13,649 0 0
Margaret Sager Pfeffer 4,944 * 4,944 0 0
Estate Trust(2)(6)
Margaret Sager Pfeffer 4,944 * 4,944 0 0
Estate Trust(2)(7)
Charles F. White, III(2) 7,967 * 7,967 0 0
Edward Barton 7,967 * 7,967 0 0
Prideaux(2)
Michael W. Hines(2) 7,967 * 7,967 0 0
</TABLE>
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<TABLE>
<CAPTION>
Beneficial Ownership Shares Beneficial Ownership
Prior to Offering To Be After Offering
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Raymond L. Chilton 3,983 * 3,983 0 0
Jr.(2)
Ray Taggart Chilton(2) 1,992 * 1,992 0 0
Gene Alan Chilton(2) 1,992 * 1,992 0 0
Ron Schwartz(2) 7,967 * 7,967 0 0
Mark L. Elkins(2) 7,651 * 7,651 0 0
Robert Noell & 7,203 * 7,203 0 0
Associates, Inc.(2)
Robert G. Gregory(2) 6,424 * 6,424 0 0
Joe Romero(2) 4,762 * 4,762 0 0
Madison Lee Oden(2) 5,975 * 5,975 0 0
John G. Oates(2) 6,874 * 6,874 0 0
Paul C. Gregory(2) 5,672 * 5,672 0 0
Stephen P. Amante(2) 5,100 * 5,100 0 0
Alan S. Ratterree(2) 3,983 * 3,983 0 0
E. Blake Mosher(2) 3,983 * 3,983 0 0
Derrik Deyhimi (2) 3,983 * 3,983 0 0
Raymond O. McCall (2) 3,983 * 3,983 0 0
Robert B. Cannon(2) 3,983 * 3,983 0 0
William Scott Sitzes(2) 3,983 * 3,983 0 0
Steven Dwight Brown(2) 3,983 * 3,983 0 0
Beverly M. Holland(2) 3,585 * 3,585 0 0
Blake Anthony Pfeffer(2) 2,390 * 2,390 0 0
Scott Smith (2) 2,373 * 2,373 0 0
David R. Mosley(2) 3,046 * 3,046 0 0
Don Pelham(2) 1,992 * 1,992 0 0
Randy Rieter(2) 1,992 * 1,992 0 0
Patrick Amante(2) 1,169 * 1,169 0 0
Michael J. Sailor(2) 825 * 825 0 0
Kirk Matthew Pfeffer(2) 796 * 796 0 0
Mike Shaw(2) 686 * 686 0 0
Rene Romero(2) 527 * 527 0 0
John Walls(2) 635 * 635 0 0
Michael Rainwater(2) 738 * 738 0 0
Larry Stewart(2) 738 * 738 0 0
John Varkey(2) 738 * 738 0 0
Doug Bainbridge(2) 527 * 527 0 0
</TABLE>
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<TABLE>
<CAPTION>
Beneficial Ownership Shares Beneficial Ownership
Prior to Offering To Be After Offering
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Don McGee(2) 263 * 263 0 0
</TABLE>
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* Less than 1%.
(1) Includes 116,346 shares of ADP common stock which will be received in
exchange for this holder's Dealer Solutions preferred stock.
(2) Under the terms of the merger agreement, approximately 27% of the total
number of shares of ADP common stock which this holder is otherwise
entitled to receive in exchange for its shares of Dealer Solutions
common stock will be held in escrow to indemnify ADP against losses
specified in the merger agreement. In addition, this holder's
proportionate interest in 2,327 of the shares of ADP common stock
issuable to the former holders of Dealer Solutions common stock are
being deposited with Robert G. Gregory in his capacity as escrow
representative and indemnification representative of the former
shareholders of Dealer Solutions. These shares may be used by Mr.
Gregory to pay certain administrative and other expenses incurred by
him as more fully described in the merger agreement. Any balance of
such shares will be distributed to this holder at the times indicated
in the merger agreement.
(3) Includes 759,101 shares of ADP common stock acquired before the merger.
(4) As custodian for Brian Travis Bradshaw, Uniform Transfers to Minors
Act/Texas.
(5) As custodian for Tyler Matthew Bradshaw, Uniform Transfers to Minors
Act/Texas.
(6) As trustee for Kirk Matthew Pfeffer.
(7) As trustee for Blake Anthony Pfeffer.
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PLAN OF DISTRIBUTION
We are registering 1,395,546 shares of ADP common stock on behalf of
the selling stockholders. We issued all of these shares in connection with our
acquisition of Dealer Solutions Holdings, Inc.
The selling stockholders may choose to sell their shares from time to
time on the New York Stock Exchange, the Chicago Stock Exchange and/or the
Pacific Stock Exchange, at market prices prevailing at the time of the sale, at
prices related to the then prevailing market prices, in privately negotiated
transactions or through a combination of these methods. In addition, these
selling stockholders may choose one or more of the following alternatives:
o a block trade in which a broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal in order to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus; and
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
The selling stockholders and any broker-dealers who act in connection
with the sale of their shares of ADP common stock under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 and any commissions received by them and profit on any
resale of their shares of ADP common stock as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. ADP 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 our Annual Report on Form 10-K
for the year ended June 30, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated in this
prospectus 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
James B. Benson, Esq., Vice President, Secretary and General Counsel of
ADP, will issue an opinion about the legality of the ADP common stock being
offered by this prospectus. As of the date of this prospectus, Mr. Benson
beneficially owns 75,504 shares of ADP's common stock.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document that we file at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please
call 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Reports, proxy statements and other information regarding
issuers that file electronically with the Securities and Exchange Commission,
including our filings, are also available to the public from the Securities and
Exchange Commission's Web site at "http://www.sec.gov."
Our 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 can also 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, 440 South LaSalle Street, Chicago, Illinois 60603,
and the offices of the Pacific Stock Exchange, 618 South Spring Street, Los
Angeles, California 90015 and 301 Pine Street, San Francisco, California 94104.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act. This prospectus is
a part of the registration statement and constitutes a prospectus of our company
for the ADP common stock to be sold by the selling stockholders. As allowed by
the Securities and Exchange Commission rules, this prospectus does not contain
all the information you can find in the registration statement or the exhibits
to the registration statement.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important business and financial information about us to you that is not
included in or delivered with this prospectus by referring you to those
documents.
The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any filing we will make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 following the date of this
prospectus and prior to the termination of the offering of our company's shares
of common stock:
1. Annual Report on Form 10-K of ADP for the fiscal year ended June 30,
1998.
2. Quarterly Reports on Form 10-Q filed by ADP for the fiscal quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999.
3. The description of ADP common stock contained in ADP's Registration
Statement on Form 8-A.
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You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
James B. Benson, Esq.,
Vice President, Secretary and General Counsel
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Telephone requests may be directed to (973) 974-5000.
We have not authorized anyone to give any information or make any
representation about our company that differs from or adds to the information in
this prospectus or in our documents or the documents that we publicly file with
the Securities and Exchange Commission. Therefore, if anyone does give you
different or additional information, you should not rely on it.
The information contained in this prospectus speaks only as of its date
unless the information specifically indicates that another date applies.
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