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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) April 30, 1999
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ABR Information Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
Florida 0-24132 59-3228107
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
34125 U.S. Highway 19 North, Palm Harbor, FL 34684-2141
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (727) 785-2819
N/A
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(Former Name or Address, if Changed since Last Report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On April 30, 1999, ABR Information Services, Inc., a Florida
corporation (the "Company"), Ceridian Corporation, a Delaware corporation
("Ceridian") and Spring Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of Ceridian ("Merger Sub"), entered into an Agreement
and Plan of Merger, dated as of April 30, 1999 (the "Agreement"). Pursuant to
the Agreement and subject to the terms and conditions thereof, Merger Sub will
commence a tender offer (the "Offer") within five business days after the date
thereof for all of the issued and outstanding shares of the Common Stock of the
Company, par value $0.01 per share (the "Shares"), at a price of $25.50 per
Share, in cash. At the Effective Time (as defined in the Agreement) and subject
to the terms and conditions of the Agreement, Merger Sub will be merged with and
into the Company (the "Merger") and the Company shall be the surviving
corporation. Pursuant to the Merger, each Share, other than Shares owned by
Ceridian, Merger Sub or any other direct or indirect subsidiary of Ceridian or
the Company, Shares held in treasury or Shares with respect to which appraisal
rights are exercised under the Florida Business Corporation Act, will be
converted into the right to receive an amount in cash equal to $25.50 or such
greater amount which may be paid pursuant to the Offer. The foregoing
description is qualified in its entirety by reference to the Agreement.
Items 6-9 Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABR INFORMATION SERVICES, INC.
By /s/ James P. O'Drobinak
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Name: James P. O'Drobinak
Title: Chief Financial Officer
Date: May 3, 1999
