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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 2.2 Amendment No. 1 to the Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Ceridian Corporation
- 3.2 Amended and Restated Bylaws of Ceridian Corporation
- 3.3 Amended Articles of Incorporation of Abr Information Services, Inc.
- 3.4 Bylaws of Abr Information Services, Inc.
- 3.5 Articles of Incorporation of Abr Properties, Inc.
- 3.6 Amended Bylaws of Abr Properties, Inc.
- 3.7 Articles of Incorporation of Ceridian Benefits Services, Inc.
- 3.8 Bylaws of Ceridian Benefits Services, Inc.
- 3.9 Certificate of Incorporation of Ceridian Canada Holdings, Inc.
- 3.10 Bylaws of Ceridian Canada Holdings, Inc.
- 3.11 Certificate of Incorporation of Ceridian Recruiting Solutions, Inc.
- 3.12 Bylaws of Ceridian Recruiting Solutions, Inc.
- 3.13 Certificate of Incorporation of Ceridian Tax Service, Inc.
- 3.14 Bylaws of Ceridian Tax Service, Inc.
- 3.15 Amended Articles of Incorporation of Ceridian Retirement Plan Services, Inc.
- 3.16 Amended Bylaws of Ceridian Retirement Plan Services, Inc.
- 3.17 Amended Articles of Incorporation of Comdata Network, Inc.
- 3.18 Amended Bylaws of Comdata Network, Inc.
- 3.19 Amended and Restated Charter of Comdata Network, Inc of Australia
- 3.20 Bylaws of Comdata Network, Inc. of Australia
- 3.21 Articles of Incorporation of Comdata Network, Inc. of California
- 3.22 Bylaws of Comdata Network, Inc. of California
- 3.23 Second Amended and Restated Certificate of Incorporation of Comdata Processing
- 3.24 Amended and Restated Bylaws of Comdata Processing Systems, Inc.
- 3.25 Amended Certificate of Incorporation of Comdata Stored Value Solutions, Inc.
- 3.26 Bylaws of Comdata Stored Value Solutions, Inc.
- 3.27 Certificate of Incorporation of Comdata Telecommunications Services, Inc.
- 3.28 Amended and Restated Bylaws of Comdata Telecommunications Services, Inc.
- 3.29 Articles of Incorporation of FTB Insurance Agency, Inc.
- 3.30 Bylaws of FTB Insurance Agency, Inc.
- 3.31 Articles of Incorporation of Intertax, Inc.
- 3.32 Bylaws of Intertax, Inc.
- 4.1 Indenture
- 4.2 First Supplemental Indenture
- 4.3 Registration Rights Agreement
- 10.1 Amended and Restated Executive Employment Agreement - Kathryn V. Marinello
- 10.2 Amended and Restated Executive Employment Agreement - Gregory J. Macfarlane
- 10.3 Amended and Restated Executive Employment Agreement - Michael F. Shea
- 10.4 Amended and Restated Executive Employment Agreement - Kairus K. Tarapore
- 10.5 Executive Employment Agreement - Perry H. Cliburn
- 10.6 Ceridian Corporation Deferred Compensation Plan (2002 Revision)
- 10.7 First Declaration of Amendment to Ceridian Corp. Deferred Compensation Plan
- 10.8 Ceridian Corporation 2007 Stock Incentive Plan
- 10.9 Form of Senior Executive Form of Stock Option Agreement
- 10.10 Form of Non-senior Executive Stock Option Agreement
- 10.11 Ceridian Corporation Benefit Equalization Plan, As Amended
- 10.12 Ceridian Corporation Benefit Equalization Plan, First Declaration of Amendment
- 10.13 Ceridian Corporation Benefit Equalization Plan, Second Declaration of Amendment
- 10.14 Ceridian Corporation Benefit Equalization Plan, Third Declaration of Amendment
- 10.15 Ceridian Corporation Benefit Equalization Plan, Fourth Declaration of Amendment
- 10.16 Ceridian Corporation Employees' Benefit Protection Trust Agreement
- 10.17 First Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.18 Second Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.19 Third Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.20 Fourth Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't
- 10.21 Form of Indemnification Agreement
- 10.22 Form of Change of Control Severance Policy
- 10.23 Stockholders Agreement
- 10.24 Registration Rights Agreement
- 10.25 Credit Agreement
- 10.26 Management Agreement with Fidelity National Financial, Inc.
- 10.27 Management Agreement with THL Managers VI, LLC
- 12.1 Statement Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Ceridian
- 23.1 Consent of Independent Registered Public Accounting Firm - KPMG LLP
- 25.1 Form T-1 Statement of Eligibility
- 25.2 Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939
- 99.1 Form of Letter to Brokers
- 99.2 Form of Letter to Clients
- CORRESP Corresp
- 15 Dec 08 Registration of securities issued in business combination transactions (amended)
- 26 Nov 08 Registration of securities issued in business combination transactions (amended)
- 12 Sep 08 Registration of securities issued in business combination transactions (amended)
- 30 Jul 08 Registration of securities issued in business combination transactions
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
July 30, 2008
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Ceridian Corporation and the Additional Registrants Identified on Schedule I
Dear Ladies and Gentlemen:
On behalf of Ceridian Corporation (the “Company”) and the Additional Registrants Identified on Schedule I (collectively with the Company, the “Companies”), please accept for filing, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Companies’ Registration Statement on Form S-4 relating to the offers to exchange all of the Company’s outstanding $825,000,000 aggregate principal amount of 11 1/4% Senior Notes due 2015 and $475,000,000 aggregate principal amount of 12 1/4%/13% Senior Toggle Notes due 2015 for $825,000,000 aggregate principal amount of 11 1/4% Senior Notes due 2015 and $475,000,000 aggregate principal amount of 12 1/4%/13% Senior Toggle Notes due 2015 that are registered under the Securities Act.
Please be advised that funds in the amount of $51,090.00 representing the registration fee for the filing of the Registration Statement have been transferred by electronic wire transfer to the Securities and Exchange Commission.
Please contact the undersigned at (212) 310-8172 or Barbra Broudy at (212) 310-8744 with any questions or comments concerning the above or the Registration Statement generally.
Very truly yours,
/s/ Todd R. Chandler
Todd R. Chandler
Securities and Exchange Commission
July 30, 2008
Page 2
SCHEDULE I
ABR Information Services, Inc.
ABR Properties, Inc.
Ceridian Benefits Services, Inc.
Ceridian Canada Holdings, Inc.
Ceridian Recruiting Solutions, Inc.
Ceridian Retirement Plan Services, Inc.
Ceridian Tax Service, Inc.
Comdata Network, Inc.
Comdata Network, Inc. of Australia
Comdata Network, Inc. of California
Comdata Processing Systems, Inc.
Comdata Stored Value Solutions, Inc.
Comdata Telecommunications Services, Inc.
FTB Insurance Agency, Inc.
Intertax, Inc.