UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 7, 1999
(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 10 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
275,000
SHARES
========= ==========================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ========= ==========================================
9 SOLE DISPOSITIVE POWER
REPORTING
275,000
PERSON
========= ==========================================
WITH 10 SHARED DISPOSITIVE POWER
0
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95%
=========== ====================================================================
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 10 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
67,500
SHARES
========= ==========================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
========= ==========================================
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 67,500
WITH
========= ==========================================
10 SHARED DISPOSITIVE POWER
0
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,500
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.23%
=========== ====================================================================
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 10 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 0
EACH ========= ==========================================
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
========= ==========================================
WITH 10 SHARED DISPOSITIVE POWER
0
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
=========== ====================================================================
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 67,500 shares held solely by Suzanne MacDougald
and each of Suzanne MacDougald and the Partnership
disclaims beneficial ownership of the 275,000 shares
held solely by James MacDougald. See Item 5.
(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 President and Chief Executive ABR Information Services, Inc.
Officer 34125 U.S. Highway 19 North
Palm Harbor, FL 34684
(provider of comprehensive benefits
administration, payroll and human
resource services)
Suzanne M. MacDougald Senior Vice President and ABR Information Services, Inc.
Secretary 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.
Item 4. Purpose of Transaction
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
(as amended June 2, 1999, the "Merger Agreement"). The Board
of Directors of the Issuer, upon which both James and Suzanne
MacDougald served until June 14, 1999, unanimously approved
the Merger Agreement.
6
<PAGE>
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. James and Suzanne MacDougald and the
MacDougald Family Limited Partnership tendered all of the
shares of Common Stock beneficially owned by them in the
tender offer, excluding the 275,000 shares and 67,500 shares
subject to currently exercisable options or options
exercisable within 60 days of June 7, 1999 held by James
MacDougald and Suzanne MacDougald, respectively. The shares
were accepted for payment by SAC on June 7, 1999.
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.
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 as of June 7, 1999 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 Common
Person Power Power Ownership Stock
------ ----- ---- --------- -----
<S> <C> <C> <C> <C>
James E. MacDougald 275,000(1) 0 275,000(1) 0.95%
Suzanne M. MacDougald 67,500(1) 0 67,500(1) 0.23%
MacDougald Family
Limited Partnership 0 0 0 0
- ---------------
(1) Represents shares issuable under currently exercisable options or
options exercisable within 60 days of June 7, 1999.
</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.
(c) The following is a list of all 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 amendment to Schedule 13D.
On June 7, 1999, the following persons sold the number of shares of Common Stock
indicated for $25.50 per share to SAC pursuant to the tender offer described in
Item 4 above:
7
<PAGE>
- ------------------------------------------------------------ -------------------
James MacDougald 166,875
- ------------------------------------------------------------ -------------------
Suzanne MacDougald 4,250
- ------------------------------------------------------------ -------------------
MacDougald Family Limited Partnership 793,904
- ------------------------------------------------------------ -------------------
James and Suzanne MacDougald, tenancy by the entireties 420,098
- ------------------------------------------------------------ -------------------
(d) Not Applicable.
(e) Each of James MacDougald, Suzanne MacDougald and the
MacDougald Family Limited Partnership ceased to be the beneficial owner of more
than 5% of the Isssuer's Common Stock on June 7, 1999.
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. Previously
filed as Exhibit 1 to Schedule 13D dated May 7, 1999 and incorporated herein by
reference.
Exhibit 2. Powers of Attorney for James E. MacDougald, Suzanne
M. MacDougald and the MacDougald Family Limited Partnership.
8
<PAGE>
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: June 16, 1999
*
-----------------------------------------------
James E. MacDougald
*
-----------------------------------------------
Suzanne M. MacDougald
MACDOUGALD FAMILY LIMITED
PARTNERSHIP
By: MacDougald Management, Inc., as the sole
general partner
By: *
-----------------------------------------
James E. MacDougald, President
*By: /s/ James P. O'Drobinak
James P. O'Drobinak, as attorney-in-fact
9
<PAGE>
Amendment No. 1 to
Schedule 13D
ABR Information Services, Inc.
Exhibit Index
Exhibit
Exhibit 1 - Agreement to file Schedule 13D jointly*
Exhibit 2 - Powers of Attorney for James E. MacDougald, Suzanne M.
MacDougald and the MacDougald Family Limited Partnership.
- --------
* Previously filed
10
EXHIBIT 2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or more than 5%
shareholder ofABR Information Services, Inc. (the "Company"), any and
all forms, applications and other documents as may be necessary or
advisable for the undersigned to file under the Securities Exchange Act
of 1934 and the rules thereunder (the "Exchange Act"), including,
without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in
accordance with Section 16(a) and Section 13(d), respectively, of the
Exchange Act (collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Documents and timely file such Documents with the United
States Securities and Exchange Commission and any stock exchange or
similar authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of June, 1999.
/s/ James E. MacDougald
Signature
James E. MacDougald
1
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or more than 5%
shareholder ofABR Information Services, Inc. (the "Company"), any and
all forms, applications and other documents as may be necessary or
advisable for the undersigned to file under the Securities Exchange Act
of 1934 and the rules thereunder (the "Exchange Act"), including,
without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in
accordance with Section 16(a) and Section 13(d), respectively, of the
Exchange Act (collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Documents and timely file such Documents with the United
States Securities and Exchange Commission and any stock exchange or
similar authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of June, 1999.
MACDOUGALD FAMILY LIMITED PARTNERSHIP
By: /s/ James E. MacDougald
Signature
James E. MacDougald
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or more than 5%
shareholder ofABR Information Services, Inc. (the "Company"), any and
all forms, applications and other documents as may be necessary or
advisable for the undersigned to file under the Securities Exchange Act
of 1934 and the rules thereunder (the "Exchange Act"), including,
without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in
accordance with Section 16(a) and Section 13(d), respectively, of the
Exchange Act (collectively, "Documents"); and
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Documents and timely file such Documents with the United
States Securities and Exchange Commission and any stock exchange or
similar authority.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of June, 1999.
/s/ Suzanne M. MacDougald
Signature
Suzanne M. MacDougald
