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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) June 7, 1999
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ABR Information Services, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-24132 59-3228107
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
34125 U.S. Highway 19 North, Palm Harbor, FL 34684-2141
(727)785-2819
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On June 7, 1999, Spring Acquisition Corp. (the "Purchaser"), a Florida
corporation and a wholly owned subsidiary of Ceridian Corporation ("Parent"), a
Delaware corporation, completed its tender offer (the "Offer") for all of the
outstanding shares of voting common stock, par value $.01 per share ("Common
Stock"), of ABR Information Services., Inc., a Florida corporation (the
"Company"), by accepting for payment all of the approximately 28,271,055 shares
(the "Shares") of Common Stock which were validly tendered and not withdrawn.
Upon completion of the Offer, which was made pursuant to the Agreement and Plan
of Merger, dated as of April 30, 1999 and as amended on June 2, 1999, among the
Company, Parent and the Purchaser (as so amended, the "Merger Agreement"),
Parent acquired beneficial ownership of the Shares which represent approximately
98.3% of the outstanding Common Stock. The Merger Agreement provides that after
the purchase of the Shares pursuant to the Offer, the Purchaser will be merged
with and into the Company (the "Merger") on the business day on which certain
conditions in the Merger Agreement are satisfied or waived. Parent's press
release of June 7, 1999 announcing the completion of the Offer is filed as an
exhibit hereto and is incorporated herein by this reference.
Based on the number of shares validly tendered and not withdrawn
pursuant to the Offer as set forth in the Parent press release of June 7, 1999
and a price per share of Common Stock of $25.50, the Purchaser has paid
approximately $721 million, in cash, for the Shares accepted pursuant to the
Offer. The Purchaser obtained these funds from Parent. Parent obtained $450
million of these funds from a short term loan from Bank of America National
Trust and Savings Association ("Bank of America") pursuant to a Credit Agreement
between Bank of America and Parent dated June 7, 1999. Parent obtained the
remainder of these funds from a $250 million line of credit, from which $210
million has been drawn down and existing cash balances. The $450 million short
term loan was repaid in full by Parent on June 10, 1999 using a combination of
(a) the net proceeds from the sale by Parent of $450 million in senior notes to
a group of institutional investors and (b) existing cash balances.
The Merger Agreement provides that, if requested by Parent, the Company
will, to the extent permissible, promptly following the purchase by Purchaser of
Shares pursuant to the Offer in accordance with the terms of the Merger
Agreement, take all actions necessary (including calling a special meeting of
the Company's Board of Directors (the "Company Board") or the stockholders of
the Company for this purpose) to cause natural persons designated by Parent to
become directors of the Company (including mailing to the Company's stockholders
the information required by Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder) so that the total number of such persons equals that
number of directors, rounded up to the next whole number, which represents the
product of the total number of directors on the Company Board multiplied by the
percentage that such number of Shares so accepted for payment plus any Shares
beneficially owned by Parent or Purchaser bears to the total number of
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Shares outstanding at the time of such acceptance for payment. At such time, the
Company shall also cause persons designated by Parent to constitute the same
percentage (rounded up to the next whole number) as is on the Company Board of
(i) each committee of the Company Board; (ii) each board of directors (or
similar body) of each subsidiary of the Company; and (iii) each committee (or
similar body) of each such board. To implement the foregoing, the Company has
agreed to increase the size of the Company Board or use its reasonable efforts
to secure the resignation of directors, or both, as is necessary to permit
Parent's designees to be elected to the Company Board; provided, however, that
at all times prior to the Effective Time there shall be at least three members
of the Company Board who are neither officers of Parent nor designees,
stockholders or affiliates of Parent ("Parent Insiders"). In the event that
Parent's designees are elected to the Company Board after the acceptance for
payment of Shares pursuant to the Offer and prior to the Effective Time (as
defined in the Merger Agreement), the affirmative vote of at least a majority of
the directors of the Company who are not Parent Insiders will be required to (a)
amend or terminate the Merger Agreement by the Company, (b) exercise or waive
any of the Company's rights, benefits or remedies under the Merger Agreement,
(c) extend the time for performance of Parent's and Purchaser's respective
obligations under the Merger Agreement, or (d) take any other action by the
Company Board under or in connection with the Merger Agreement which would
adversely affect the ability of the Company's stockholders to receive the Merger
Consideration.
Pursuant to Parent's request and as provided in the Merger Agreement,
on June 14, 1999, (i) James E. MacDougald and Suzanne MacDougald resigned as
directors of the Company, and (ii) the three continuing directors elected the
following Parent designees as directors of the Company: Lawrence Perlman
(Chairman and Chief Executive Officer of Parent), Ronald L. Turner (President
and Chief Operating Officer of Parent), John R. Eickhoff (Executive Vice
President and Chief Financial Officer of Parent), and Gary M. Nelson (Vice
President, General Counsel and Secretary of Parent).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a)-(b) Not Applicable.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
1 Ceridian Press Release, dated June 7, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
June 14, 1999
/s/ James P. O'Drobinak
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James P. O'Drobinak
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
1 Ceridian Press Release, dated June 7, 1999
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NEWS RELEASE EXHIBIT 1
Trish Scorpio
612/853-4717
CERIDIAN SUCCESSFULLY COMPLETES TENDER OFFER FOR
ABR INFORMATION SERVICES, INC.
MINNEAPOLIS, June 7, 1999 -- Ceridian Corporation (NYSE: CEN) announced today
that it has completed its tender offer for all of the outstanding shares of
voting common stock of ABR Information Services, Inc. (Nasdaq: ABRX). The offer
expired at 12:00 midnight, New York City time, on June 4, 1999. Ceridian,
through a wholly owned subsidiary, accepted for purchase all ABR shares validly
tendered and not withdrawn prior to the expiration of the offer.
As previously announced, pursuant to a Merger Agreement with ABR Information
Services, Inc., on May 7, 1999, Ceridian's wholly owned subsidiary commenced a
tender offer for all of the outstanding shares of voting common stock of ABR at
$25.50 per share in cash.
Approximately 28,303,894 shares of ABR Information Services, Inc. were validly
tendered and not withdrawn (including 724,616 shares which were tendered
pursuant to guaranteed delivery procedures). As a result, upon payment for the
shares, Ceridian will beneficially own approximately 98.4% of the total number
of outstanding shares of voting common stock of ABR. Payment for shares validly
tendered and not withdrawn is expected to be made by The Bank of New York,
acting as depositary for the tender offer, promptly in accordance with the terms
of the offer.
Pursuant to the Merger Agreement and after complying with applicable state law
procedures, Ceridian's wholly owned subsidiary will effect a cash merger with
ABR, after which ABR will become a wholly owned subsidiary of Ceridian and the
remaining shares of ABR not owned by Ceridian's wholly owned subsidiary will be
exchanged for $25.50 per share in cash.
Ceridian Corporation (www.ceridian.com) is a leading information services
company that serves the human resources, transportation and media information
markets. Ceridian's human resources businesses include Ceridian Employer
Services, a provider of human resource management systems and payroll and tax
filing services in the U.S. and Canada; Ceridian Performance Partners, a
provider of fully integrated workplace effectiveness solutions; Centrefile, a
provider of payroll and human resources management solutions in the United
Kingdom; and Usertech, a provider of computer user training and performance
support programs. Ceridian's other businesses include Comdata, a provider of
transaction processing and information services to the transportation industry,
and Arbitron, a research company serving the media industry.
ABR Information Services, Inc. provides comprehensive benefits administration,
payroll and human resource services to employers seeking to outsource functions
such as COBRA, HIPAA, payroll and tax deposit filings, flexible spending
accounts, qualified plans and other services. ABR provides services to
employers ranging in size from 20 to over 200,000 employees. ABR provides
portability (primarily COBRA and HIPAA) services through the trade name
CobraServ(R) and payroll and tax deposit filing services through the trade name
PayAmerica(R).
