UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ABR INFORMATION SERVICES, INC.
(Name of Issuer)
Voting Common Stock, $.01 par value
(Title of Class of Securities)
00077R108
(CUSIP Number)
James E. MacDougald
34125 U.S. Highway 19 North
Palm Harbor, FL 34684
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ------------------------- ----------------------
CUSIP No. 00077R108 Page 2 of 9 Pages
- ------------------------- ----------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. MacDougald
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
=========================== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
411,875
SHARES
========= ==========================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,214,002
EACH ========= ==========================================
9 SOLE DISPOSITIVE POWER
REPORTING
411,875
PERSON
========= ==========================================
WITH 10 SHARED DISPOSITIVE POWER
1,214,002
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,625,877
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
=========== ====================================================================
14 TYPE OF REPORTING PERSON*
IN
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
<PAGE>
- ------------------------- ----------------------
CUSIP No. 00077R108 Page 3 of 9 Pages
- ------------------------- ----------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Suzanne M. MacDougald
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
=========================== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
60,500
SHARES
========= ==========================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,214,002
EACH
========= ==========================================
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 60,500
WITH
========= ==========================================
10 SHARED DISPOSITIVE POWER
1,214,002
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,502
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
=========== ====================================================================
14 TYPE OF REPORTING PERSON*
IN
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
<PAGE>
- ------------------------- ----------------------
CUSIP No. 00077R108 Page 4 of 9 Pages
- ------------------------- ----------------------
=========== ====================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacDougald Family Limited Partnership
=========== ====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
=========== ====================================================================
3 SEC USE ONLY
=========== ====================================================================
4 SOURCE OF FUNDS*
Not Applicable
=========== ====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
=========== ====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
=========================== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
========= ==========================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 793,904
EACH ========= ==========================================
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
========= ==========================================
WITH 10 SHARED DISPOSITIVE POWER
793,904
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
793,904
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
=========== ====================================================================
14 TYPE OF REPORTING PERSON*
PN
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4
<PAGE>
Item 1. Security and Issuer
This Statement relates to the voting Common Stock, par value $.01
per share ("Common Stock"), of ABR Information Services, Inc., a
Florida corporation (the "Issuer"). The address of the Issuer's
principal executive offices is 34125 U.S. Highway 19 North, Palm
Harbor, Florida 34684.
Item 2. Identity and Background
(a) This statement is filed on behalf of James E. MacDougald,
Suzanne M. MacDougald and the MacDougald Family Limited
Partnership (the "Partnership"). James and Suzanne
MacDougald are married and therefore may be deemed to
beneficially own the shares of the Issuer solely owned by
the other.
The Partnership is a Nevada limited partnership organized
to hold the investments of the MacDougald family and
related entities. The sole general partner of the
Partnership is MacDougald Management, Inc., a Nevada
corporation ("MMI"), of which James and Suzanne MacDougald
are the sole shareholders, directors and executive
officers. The address of the principal business and
principal office of the Partnership and MMI is 1325
Airmotive Way, Suite 130, Reno, Nevada 89502.
James MacDougald disclaims beneficial ownership of the
60,500 shares held solely by Suzanne MacDougald, Suzanne
MacDougald disclaims beneficial ownership of the 411,875
shares held solely by James MacDougald and the Partnership
disclaims beneficial ownership of the 472,375 shares held
individually by each of James and Suzanne MacDougald.
(b) The business address of James and Suzanne MacDougald is:
34125 U.S. Highway 19 North
Palm Harbor, FL 34684
(c) The following sets forth for each of James and Suzanne
MacDougald his or her present principal occupation or
employment, and the name, principal business and address of
any corporation or organization in which such employment is
conducted:
5
<PAGE>
<TABLE>
<CAPTION>
Principal Name, Address
Occupation and Principal
And Business of
Name Employment Employer
---- ---------- --------
<S> <C> <C>
James E. MacDougald Chairman of the Board, ABR Information Services, Inc.
President & Chief Executive 34125 U.S. Highway 19 North
Officer Palm Harbor, FL 34684
(provider of comprehensive benefits
administration, payroll and human
resource services)
Suzanne M. MacDougald Senior Vice President, ABR Information Services, Inc.
Secretary & Director 34125 U.S. Highway 19 North
Palm Harbor, FL 34684
(provider of comprehensive benefits
administration, payroll and human
resource services)
</TABLE>
(d)and (e) During the last five years, none of James
MacDougald, Suzanne MacDougald, the Partnership or
MMI (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) James and Suzanne MacDougald are United States
citizens.
Item 3. Source and Amount of Funds or Other Considerations
Not Applicable. James MacDougald acquired beneficial ownership of
more than 5% of the Issuer's stock for Section 13(d) purposes when
certain stock options granted to Mr. MacDougald under the Issuer's
1993 Employee Stock Option Plan became exercisable within 60 days.
See also Item 2(a) above.
Item 4. Purpose of Transaction
The stock options were granted to James MacDougald under the
Issuer's 1993 Employee Stock Option Plan, the purpose of which is
to enable the Issuer to attract, motivate and retain certain
employees by making it possible for them to
6
<PAGE>
purchase shares of the Issuer on terms that will give them an
interest in the future success of the businesses of the Issuer.
See Item 3 above.
On April 30, 1999, the Issuer, Ceridian Corporation, a Delaware
corporation ("Ceridian"), and Spring Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of Ceridian ("SAC"),
entered into an agreement and plan of merger (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, SAC
commenced a tender offer on May 7, 1999 to purchase all of the
issued and outstanding shares of Common Stock of the Issuer at a
price of $25.50 per share. The Merger Agreement further provides
that each share of Common Stock not acquired by SAC in the tender
offer will be exchanged for the same consideration payable
pursuant to the tender offer in cash in connection with the merger
of SAC with and into the Issuer.
The Board of Directors of the Issuer, upon which both James and
Suzanne MacDougald serve as of the date hereof, has unanimously
approved the Merger Agreement. James and Suzanne MacDougald
presently intend to tender all of the shares of Common Stock
beneficially owned by them, including the shares held by the
MacDougald Family Limited Partnership, in the tender offer.
Item 5. Interest in Securities of the Issuer
(a) - (b) Information concerning the amount and percentage of
shares of Common Stock beneficially owned by each of
the reporting persons is set forth below and is
based upon the number of shares of Common Stock
outstanding on April 30, 1999:
<TABLE>
<CAPTION>
Sole Shared Percentage of
Voting and Voting and Aggregate Outstanding
Reporting Dispositive Dispositive Beneficial Shares of
Person Power Power Ownership Common Stock
------ ----- ----- --------- ------------
<S> <C> <C> <C> <C>
James E. MacDougald 411,875(1) 1,214,002(2) 1,625,877(1)(2) 5.6%
Suzanne M. MacDougald 60,500(3) 1,214,002(2) 1,274,502(2)(3) 4.4%
MacDougald Family
Limited Partnership 0 793,904 793,904 2.8%
- ---------------
(1) Includes 245,000 shares issuable under currently exercisable options.
(2) Includes 420,098 shares held by James E. and Suzanne M. MacDougald,
tenancy by the entireties, and 793,904 shares held by the MacDougald
Family Limited Partnership.
(3) Includes 56,250 shares issuable under currently exercisable options.
</TABLE>
MacDougald Management, Inc., the sole general partner of the MacDougald Family
Limited Partnership, does not beneficially own any shares of the Issuer's Common
Stock, other than as the general partner of the Partnership.
7
<PAGE>
(c) There have been no transactions in the Issuer's Common Stock by the
persons named in paragraphs (a)-(b) above during the 60 days preceding the date
of this Statement, except that on March 10, 1999, James MacDougald purchased
11,446 shares of Common Stock for $4.09 per share pursuant to the exercise of a
stock option and Suzanne MacDougald purchased 3,916 shares of Common Stock for
$4.09 per share pursuant to the exercise of a stock option.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Agreement to file Schedule 13D jointly.
Signature
After reasonable inquiry and to the best of his/her or its
knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: May 7, 1999
/s/James E. MacDougald
James E. MacDougald
/s/Suzanne M. MacDougald
Suzanne M. MacDougald
MACDOUGALD FAMILY LIMITED
PARTNERSHIP
By: MacDougald Management, Inc., as the sole
general partner
By: /s/James E. MacDougald
James E. MacDougald, President
8
Exhibit 1
AGREEMENT
AGREEMENT dated as of May 7, 1999 between James E. MacDougald, Suzanne M.
MacDougald and the MacDougald Family Limited Partnership.
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing obligations
under the 1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13D with respect to ABR Information Services, Inc., to
which this is attached as Exhibit 1, is filed on behalf of James E. MacDougald,
Suzanne M. MacDougald and the MacDougald Family Limited Partnership.
2. Each of James E. MacDougald, Suzanne M. MacDougald and the MacDougald
Family Limited Partnership is responsible for the completeness and accuracy of
the information concerning such person contained therein; provided that each
person is not responsible for the completeness or accuracy of the information
concerning any other person making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first above written.
/s/James E. MacDougald
James E. MacDougald
/s/Suzanne M. MacDougald
Suzanne M. MacDougald
MACDOUGALD FAMILY LIMITED
PARTNERSHIP
By: MacDougald Management, Inc., as the sole
general partner
By: /s/James E. MacDougald
James E. MacDougald, President
9
