1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1997
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Commission File Number 0-24132

ABR INFORMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 59-3228107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

34125 U.S. HIGHWAY 19 NORTH
PALM HARBOR, FLORIDA
(Address of registrant's principal executive offices)

34684-2116
(Zip Code)

(813) 785-2819
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

TITLE OF EACH CLASS
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Voting Common Stock $.0l Par Value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of October 17, 1997, there were outstanding 27,385,734 shares of
Common Stock. The aggregate market value of the voting stock held by
non-affiliates of the registrant based on the last sale price reported on the
Nasdaq National Market as of October 17, 1997 was $638,158,282.

DOCUMENTS INCORPORATED BY REFERENCE:

DOCUMENTS FORM 10-K REFERENCE
- --------- -------------------

1997 Annual Report to Shareholders......................................................Part II Items 5, 6, 7 and 8
Proxy Statement dated November 6, 1997.........................................................Part III Items 10-12

ABR INFORMATION SERVICES, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PAGE NO.
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PART I
Item 1 Business.................................................................................... 1
Item 2 Properties..................................................................................11
Item 3 Legal Proceedings...........................................................................11
Item 4 Submission of Matters to a Vote of Security Holders.........................................11

PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters.......................12
Item 6 Selected Financial Data.....................................................................12
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations...............................................................................12
Item 8 Financial Statements and Supplementary Data.................................................12
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...............................................................................12

PART III
Item 10 Directors and Executive Officers of the Registrant..........................................13
Item 11 Executive Compensation......................................................................13
Item 12 Security Ownership of Certain Beneficial Owners and Management..............................13
Item 13 Certain Relationships and Related Transactions..............................................13

PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................13

PART I

ITEM 1 -- BUSINESS

ABR Information Services, Inc. (the "Company") is a leading provider of
comprehensive benefits administration, compliance and information services to
employers seeking to outsource their benefits administration functions. The
Company believes it is the leading provider of COBRA (the "Consolidated Omnibus
Budget Reconciliation Act") compliance services. COBRA is a federally mandated
law related to the portability of employee group health insurance. Additionally,
the Company provides compliance services related to the federally mandated
Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

The Company also provides benefits administration services with respect
to benefits provided to retirees and inactive employees, including retiree
healthcare, disability, surviving dependent, family leave and severance
benefits. Additionally, the Company provides benefits administration services
with respect to benefits provided to active employees, including enrollment and
eligibility verification, Qualified Domestic Relations Order ("QDRO")
administration, 401(k) administration services, Flexible Spending Account
("FSA") administration and pension services. All services are offered on either
an "a la carte" or a total outsourcing basis, allowing customers to outsource
certain benefits administration tasks which they find too costly or burdensome
to perform in-house, or to outsource the entire benefits administration
function.

TREND TOWARD OUTSOURCING

Since the late 1980s, many U.S. companies, in order to focus on core
competencies and revenue-producing activities, have sought to outsource to
specialized vendors certain functions or services that were historically
performed in-house. In addition, the trend in recent legislation and healthcare
reform proposals has been to provide employees with the ability to continue
their healthcare coverage after a change in employment status and to take
certain benefits with them to new employers, a concept known as "portability".
Based on the following factors, the Company believes that benefits
administration and compliance is often too complicated, costly and
administratively burdensome to be performed in-house:

- Extensive staff training and associated costs required to
monitor complex and frequently changing government
regulations.

- Substantial exposure to liability for noncompliance with
federal laws concerning benefits, such as COBRA and HIPAA.

- Employer awareness of benefit plans, including the concern
for adverse effects on employee relations and potential
litigation due to inadequate benefits administration.

- Cost of investment in specialized data processing systems
requiring periodic maintenance, updates and reinvestment.

- Disproportionate expenditures of management time and
attention to a function that is not directly related to the
generation of revenues.

The Company believes that its market position, proprietary software and
compliance systems and experience in benefits administration should enable the
Company to capitalize on trends favoring portability and outsourcing. The
Company believes it is strategically positioned to capitalize on the benefits
administration outsourcing trend because of its proven ability to deliver (i)
economies of location by performing administrative functions in low-cost areas,
(ii) economies of scale by spreading fixed costs over a large number of
customers, and (iii) economies of technology by utilizing its sophisticated
information systems and proprietary databases.

STRATEGY

The Company's objective is to strengthen its market position by
becoming the leading provider of benefits administration services relating to
portability compliance, retiree/inactive employee benefits and benefits provided
to active employees. To achieve this objective, the Company has developed a
strategy that includes the following key components:

- Increase Portability Compliance Market Share. This market
consists of approximately 650,000 employers that are required
under federal law to comply with COBRA and 5.5 million
employers required to comply with HIPAA. The Company believes
that, based on the number of current and former employees
covered by its customers' healthcare benefit plans, it is the
largest COBRA compliance service provider in the United
States. The Company provides portability compliance services
for more than 25,000 employers, which represents approximately
4% of the potential COBRA compliance market. The Company
intends to increase its market share by expanding its
marketing efforts and geographic presence, and by marketing
its services directly through its sales force and indirectly
through the Company's agreements with insurance companies and
other distribution channels.

- Increase Retiree/Inactive Employee Benefits Administration
Market Share. In response to demand from customers for
services beyond portability compliance, the Company provides
administration services to large employers for benefits
provided to their retirees and inactive employees. The Company
is marketing these services to its current customer base as
well as to other prospects. The Company believes that this
market is significant due to the large number of retirees and
inactive employees who make periodic payments for healthcare
and other benefits coverage, and the complexity and cost of
efficiently administering such arrangements.

- Expand Active Employee Benefits Administration Services. The
Company has invested significant resources in proprietary
information systems. The Company's databases include customer
healthcare benefit plan information, such as premium rates,
healthcare provider data and other employee and plan data that
may be readily stored, sorted and manipulated to support
additional benefit services. This data can be used to provide
other services for active employees (e.g., enrollment and
eligibility, QDRO administration, FSA plan administration, and
pension services), thereby leveraging the Company's investment
in proprietary information systems and databases. The
Company's active employee benefits administration services are
offered on either an "a la carte" basis or a total outsourcing
basis. This flexibility allows customers to outsource certain
benefits administration tasks that they find too costly or
burdensome, or to outsource the total benefits administration
function. The Company believes that customers who outsource
certain benefits administration tasks will take advantage of
the flexibility of the "a la carte" process by outsourcing an
increasing number of tasks. The Company is marketing these
services to its current customer base as well as to other
prospects.

- Acquire Complementary Businesses. The Company intends to
acquire complementary businesses in order to increase its
market share, expand its services and expand its geographic
presence. These acquisitions will permit the Company to
cross-sell additional services to its existing customer base
and gain new customers and geographic bases to increase market
share.

- Generate Recurring Revenue. The Company's services are
structured to generate revenue based on events which occur in
the normal course of a customer's business and in a relatively
frequent manner. Furthermore, the Company develops extensive
systems and databases that are not easily duplicated,
resulting in favorable customer retention. Due to the
frequency of events that generate revenues, the Company's high
rate of customer retention, and the monthly billing
arrangements with capitation customers, the Company generates
a high level of recurring revenue.

ACQUISITIONS

The Company intends to acquire complementary businesses in order to
increase its market share, expand its services and expand its geographic
presence. These acquisitions will permit the Company to cross-sell additional
services to its existing customer base and gain new customers to increase market
share. The Company believes that opportunities exist in the benefits
administration sector which would enable the Company to acquire complementary
businesses.

Since December 1995, the Company has made three acquisitions of
benefits administration companies, one of which was completed by a pooling of
interest. These acquisitions have enabled the Company to increase the range of
benefits administration services it provides, expand its geographic presence and
decrease the Company's reliance on revenues from portability compliance
services. During fiscal 1996 and fiscal 1997, the Company derived approximately
69.9% and 65.6%, respectively, of its revenues from portability compliance
services. Recent acquisitions are discussed below:

New Jersey Acquisition. On December 15, 1995, the Company acquired all
of the outstanding capital stock of Bullock Associates, Inc., ("Bullock") for
$12.5 million, with an additional $2.0 million payable upon the attainment of
certain revenue requirements during 1996 and 1997. As of July 1997, $863,053 of
this additional amount was paid for the attainment of these revenue
requirements, leaving a balance of $1,136,947 that could be paid in fiscal 1998.
Bullock is located in Princeton, New Jersey and provides compliance
administration, retiree insurance administration, insurance continuation billing
and collection, pension benefits administration, QDRO administration and
educational benefit administration services, as well as administration services
for other employee benefits programs such as employee discount plans, adoption
programs, program rebates and emergency loans. For the year ended December 31,
1995, Bullock had revenues of $9.3 million. Assuming the New Jersey Acquisition
had occurred on August 1, 1995, the Company's revenues and net income would have
been $34.7 million and $6.0 million, respectively, for the year ended July 31,
1996. As part of the New Jersey Acquisition, the Company entered into a
four-year contract with Bullock's largest customer, which accounted for
approximately 89.0% and 76.1% of Bullock's revenues in fiscal years 1994 and
1995, respectively. The New Jersey Acquisition expanded the Company's market
share in the compliance market, provided it with a geographic presence in the
northeast and expanded the number of active employee benefits administration
services it provides.

California Acquisition. Effective February 1, 1996, the Company
acquired all of the outstanding capital stock of Total Cobra Services ("TCS")
for 265,424 shares of the Company's Common Stock, subject to possible
adjustment. TCS is located in Irvine, California and provides COBRA
administration and retiree billing services. For the fiscal year ended December
31, 1995, TCS had revenues of less than $2.0 million. The California Acquisition
has increased the Company's market share in the COBRA compliance market and
enhanced its ability to market its services to clients on the west coast of the
United States.

Virginia Acquisition. On June 28, 1996, the Company acquired, by a
pooling of interest, all of the outstanding stock of the L.P. Baier Company
("LPB") for 286,020 shares of the Company's Common Stock. LPB is located in
Fairfax, Virginia and provides primarily COBRA administration and FSA
administration. LPB had revenues of approximately $2.4 million in calendar year
1995.

BENEFITS ADMINISTRATION SERVICES

The Company provides the following benefits administration, compliance
and information services to its customers, as described below:

Portability Compliance Services. The Company provides comprehensive
COBRA compliance services to a diverse customer base throughout the United
States. Once the Company's customer or the qualified beneficiary notifies the
Company of a qualifying event, the Company assumes responsibility for COBRA
compliance and administration.

Under COBRA, premiums paid by continuants are generally limited to 102%
of the applicable insurance premium. Eligible participants have in most cases at
least 105 days after the occurrence of a qualifying event to elect to continue,
and pay for, insurance coverage retroactively. As a result, COBRA claims and
administration costs generally exceed premiums due primarily to adverse
selection (i.e., those who are eligible for continued insurance coverage under
COBRA, and have pending claims, are more likely to select coverage retroactively
when the cost of claims exceeds the cost of healthcare coverage, and those who
have no need for healthcare coverage typically do not elect coverage and
consequently do not pay premiums).

According to an annual survey published in 1997 by Charles D. Spencer &
Associates, Inc., COBRA continuants have higher healthcare coverage claims than
active employees. Among those survey respondents that could compare COBRA costs
with the cost of active employee claims, healthcare coverage claim costs for
COBRA continuants were 149% and 156% of active employee claim costs in 1996 and
1997, respectively. The Company believes that uniform determination of coverage
eligibility and administration of COBRA claims in accordance with applicable
requirements can in most cases reduce COBRA claim costs and, as a result, reduce
healthcare costs for employers.

The COBRA compliance process begins when the Company or the employer
sends each employee and his or her dependents a notification of COBRA rights
letter when they become eligible to participate in the employer's group
healthcare plan. Thereafter, it is the employer's or the participant's
responsibility to send the Company a qualifying event notice following any
qualifying event. After processing the qualifying event, the Company
communicates with any qualified beneficiary who elects COBRA coverage throughout
the period of coverage, which typically extends for 18 to 36 months after the
qualifying event. During this period, the Company: (i) processes and archives
all election forms and correspondence; (ii) determines whether coverage
elections have been made on a timely basis; (iii) sends premium notices to, and
collects payments from, continuants; (iv) generates daily and monthly reports
for customers; and (v) maintains automated and customer representative telephone
services for continuant and customer inquiries.

As a provider of COBRA compliance and administration services, the
Company is subject to excise taxes for noncompliance with certain provisions of
COBRA. Under current federal laws, the maximum amount of such taxes that may be
imposed on the Company in any year for unintentional violations of COBRA is $2.0
million. In addition to the excise tax liability that may be imposed on the
Company, substantial excise taxes may be imposed under COBRA on the Company's
customers. Under the Company's service agreements with its customers, the
Company assumes financial responsibility for the payment of such taxes assessed
against its customers arising out of the Company's failure to comply with COBRA,
unless such taxes are attributable to the customer's failure to comply with
COBRA or with the terms of its agreement with the Company. In addition to
liability for excise taxes for noncompliance with COBRA, the Company accepts
financial responsibility for certain liabilities incurred by its customers that
are attributable to the Company's failure to comply with COBRA or to fulfill its
obligations to its customers under its agreements. These liabilities could, in
certain cases, be substantial. Although there can be no assurance that the
Company will not incur any material liability for noncompliance with COBRA or
for its failure to comply with its agreement with any customer, as of July 31,
1997, the Company has not incurred any such material liability. The imposition
of such liability on the Company in excess of any available insurance coverage
could have a material adverse effect on the Company. See "--Regulatory
Environment."

The Company also provides comprehensive HIPAA compliance services to a
diverse customer base throughout the United States. Once the Company's customer
or the qualified beneficiary notifies the Company of a qualifying event, the
Company assumes responsibility for HIPAA compliance and administration.

HIPAA (also known as the Kennedy-Kassebaum bill when it was passed in
1996) requires employers with two or more employees and a group health plan to
issue "Certificates of Creditable Coverage" to all persons who were covered by
their group health plan but lost coverage for any reason since October 1, 1996.
The requirement also applies to anyone losing coverage after June 1 of 1997. The
certificate will serve as proof of coverage which the individual can use to
obtain waivers of pre-existing condition limitations when seeking coverage under
another employer's plan.

HIPAA requires employers to capture information reflecting types of
coverage and coverage periods for individuals (employees and dependents) on
their plan. Data must be captured as far back as July 1, 1996. They then must
issue certificates to these individuals documenting the coverage periods for
future insurers. Employees, covered dependents, employers and carriers may
request certificates at any time up to 24 months after the loss-of-coverage
event. The HIPAA compliance process begins when the Company sends each employee
and his or her dependents a HIPAA certificate following any qualifying event.

As a provider of HIPAA compliance and administration services, the
Company is subject to excise taxes for noncompliance with certain provisions of
HIPAA. Under the Company's service agreements with its customers, the Company
assumes financial responsibility for the payment of such taxes assessed against
its customers arising out of the Company's failure to comply with HIPAA, unless
such taxes are attributable to the customer's failure to comply with HIPAA or
with the terms of its agreement with the Company. Under the Internal Revenue
Code, employers that are subject to HIPAA are liable to excise taxes at the rate
of $100 per "qualified beneficiary" for each day during which the group
healthcare is in noncompliance. These liabilities could, in certain cases, be
substantial. Although there can be no assurance that the Company will not incur
any material liability for noncompliance with HIPAA or for its failure to comply
with its agreement with any customer, as of July 31, 1997, the Company has not
incurred any such material liability. The imposition of such liability on the
Company in excess of any available insurance coverage could have a material
adverse effect on the Company. See "--Regulatory Environment."

State Mini-COBRA Compliance. The Company provides COBRA-like services
to employers in Florida as required by state laws therein.

Retiree/Inactive Employee Benefits Administration. The Company's
experience with benefits administration and compliance services, and the
extensive databases maintained to provide these services, have enabled the
Company to expand its operations to provide for the administration of various
employer-sponsored benefits that are not mandated by law. For example, the
Company provides benefits administration services to employers who offer
healthcare benefits to their retirees. Financial accounting standards that
require the accrual of certain retiree healthcare costs have increased employer
awareness in this area. As a result, many employers have modified retiree
healthcare benefit arrangements, often requiring retirees to pay a portion of
this cost. The Company provides notification, billing, collection,
record-keeping and reporting services to larger employers where a periodic
benefit plan contribution is required to be made by retirees or their
dependents. The Company also administers benefits provided for inactive
employees, such as healthcare benefits.

Active Employee Benefits Administration. The Company also provides
services to large employers for benefits provided to their active employees.
These services are offered on either an "a la carte" basis or a total
outsourcing basis, thus allowing customers to outsource certain benefits
administration tasks that they find too costly or burdensome, or to outsource
the total benefits administration function. The menu of services the Company
offers to customers with respect to their active employees, many of which are
also provided with respect to retirees and inactive employees, includes the
following:

- Enrollment and Eligibility Services. Provide services for
employers such as disseminating enrollment materials,
processing responses, providing telephone assistance to
enrollees, determining eligibility for coverage and reporting,
all provided in conjunction with central employee data base
administration of the employer's.

- 401(k) Services. Provide active and retired employees with
administration services for IRS qualified plans, including
deferred contribution and 401(k) plans.

- Pension Services. Provide active and retired employees who
are vested in a company's pension plan with benefit
information and process retirement election forms and other
materials to begin the retirement payment process. Maintain
Retiree and Vestee Answer Centers which provide access to
benefit analysts who are proficient in client-specific plans
and procedures.

- QDRO Services. Develop packages to assist QDRO participants
in the process of properly and accurately dividing pension
plan assets. Verify "qualification" of a domestic relations
order. Respond to telephone and written inquires regarding
QDRO benefits.

- Educational Benefits Administration Services. Administer
various educational benefit programs such as student loans,
reimbursements and scholarships. Verify eligibility and
process payments and loan forms. Monitor for compliance
against the customer's benefit plan.

- New Hire Processing Services. Process benefits administration
forms and information relating to the provision of benefits to
newly hired employees.

- FSA Administration Services. Design and support all types of
Section 125 flexible benefit formats, including plan design,
legal documents, employee education, enrollment support,
compliance testing, claims administration and the preparation
of required IRS forms.

- Other. Administer employee discount plans, adoption programs,
employee emergency loan programs, product rebate programs,
employee help desk, Qualified Medical Child Support Order
("QMCSO") administration, eligibility verification, tuition
refund, education and other loan programs, and Family Medical
Leave Act ("FMLA") insurance programs.

Summary of Functions. In connection with the performance of benefits
administration services, the Company generally provides one or more of the
following functions:

- Notification. Provide timely notifications of eligibility for
coverage and healthcare benefit plan requirements to
participants, employers and insurance companies.

- Billing and Premium Collections. Send detailed monthly
premium notice, return envelope for payment and request for
ongoing certification of eligibility to participants. Remit
collected premiums to employers on a monthly basis in
accordance with employers' instructions.

- Automated Response System. Maintain 24 hour-a-day, 365
day-a-year toll-free automated voice and facsimile response
systems for certain status information available to customers
and participants.

- Customer Service Hotline. Respond during normal business
hours to inquiries from participants or employers requiring
individual attention from trained customer service
representatives.

- Compliance Monitoring and Determination of Eligibility.
Monitor government compliance guidelines regarding
availability of healthcare coverage. Determine whether
applications and premium payments comply with applicable
regulations and established eligibility criteria.

- Reporting and Auditing. Generate daily reports for employers
to monitor elections and terminations of coverage by
participants. Generate monthly reports for employers providing
current status of all participants.

- Archive and Record-keeping Systems. Archive in an off-site
facility all electronic storage media, correspondence,
postmarked envelopes and copies of premium notices and checks
evidencing payment.

SALES, MARKETING AND CUSTOMER SERVICE

Approximately 35.2%, 39.7% and 33.5% of the Company's revenues in
fiscal 1995, 1996 and 1997, respectively, were derived solely from agreements
with the Company's ten largest customers. Assuming the New Jersey Acquisition
had occurred on August 1, 1994, approximately 51.7% and 44.9% of the Company's
revenues in fiscal 1995 and fiscal 1996, respectively, would have been
attributable to the Company's ten largest customers, with approximately 24.6%
and 20.8% of such revenues being derived from the largest customer of the
company acquired in the New Jersey Acquisition. As part of the New Jersey
Acquisition, the Company entered into a four-year contract with this customer.
The Company's loss of any of these large customers could have a material adverse
effect on the Company.

The Company markets its services throughout the United States through a
sales, marketing and support staff consisting of 39 employees as of July 31,
1997. The Company identifies prospective customers through a combination of
direct mail, telemarketing and advertising.

Generally, the Company markets its services in one of two ways,
depending upon whether a potential customer is a large employer or insurance
company, or a small employer. When a large employer or insurance company has
been identified as a potential customer, the Company's sales strategy is to
focus its sales and marketing efforts on developing relationships with key
decision makers, such as the potential customer's chief executive officer, chief
financial officer or director of human resources or benefits. The Company's
sales executives make presentations that are designed to acquaint the potential
customer with the Company's services and the benefits associated with
outsourcing functions to the Company. A formal presentation is usually followed
by a visit to the Company's facility where the prospective customer evaluates
the Company's internal procedures, data processing capabilities and customer
support team.

With respect to potential customers who are small employers, the
Company markets its services directly to the employer via telemarketing. The
Company's telemarketing staff sells the Company's services by educating the
potential customer about the benefits of the Company's outsourcing services
without the need for face-to-face presentations.

The Company is also expanding its channels of distribution, such as
marketing its services through independent insurance agents. The agents
typically receive a one-time commission and renewal fees for 3-5 years for each
client who utilizes the Company's services.

The Company also emphasizes account development to strengthen its
relationship with existing customers. The Company disseminates information about
its services through newsletters and various periodic reports. These activities
are designed to increase existing customer awareness and understanding of the
scope of benefits administration services offered by the Company.

COMPUTER OPERATIONS, SOFTWARE DEVELOPMENT AND PROPRIETARY PRODUCT PROTECTION

The Company's central data processing and information system consists
of high-performance micro and mid-range processors linked in multiple local-area
networks through high-speed routers and intelligent hubs. Installed in the data
center located at the Company's new service center in Palm Harbor, Florida, the
network utilizes client-server technology in a DOS and Windows environment, on a
UNIX platform and Oracle database environment.

The Company meets the changing information needs of its customers by
developing, maintaining and enhancing its software. The Company provides its
services to customers using proprietary software that is owned by the Company
and is not licensed to others. The Company's computer system provides for timely
system updates and modifications because of its flexible modular design. The
Company's computer system works with on-line, real-time information, thus
allowing its service representatives to give accurate, up-to-date information to
continuants and customers. In addition, the Company believes that its ability to
upload and download information to customers and insurance carriers with minimal
development time provides the Company with a competitive advantage. The

Company's software and systems have supported the customer base without
interruption for over eight years. As of July 31, 1997, the Company had 135
full-time equivalent employees in programming, software development,
modifications and maintenance. In addition, the Company periodically utilizes
contractors for various information systems services.

The Company's primary data center is protected by a fire extinguishing
system and by two centralized UPS (uninterruptible power supply) systems that
provide short-term battery backup in the event of a power outage, reduced
voltage or power surge, and dual phone and electric feeds from adjacent, but
separate, power grids. Further back-up power is supplied for the primary data
center by a diesel powered generator, which could continuously power the data
center for 5-7 days. In addition, the facility which houses the data center is
built to withstand 130+ mile per hour wind and is approximately 35 feet above
sea level, in Florida. Multiple layers of password and access authorization are
imposed to prevent unauthorized access, use or distribution of information. The
Company maintains log-in records of all users, restricts certain key record
fields and maintains audit trail records of all changes. Software and related
data files are backed up three times a day and stored off-site at multiple
locations.

The Company believes that the quality of its systems and the ability to
adapt to the changing business requirements of its customers have proven to be
key factors in maintaining its current customers and obtaining new customers.
The Company ensures the accuracy of data, customers' deposits and continuant
records by independent double-entry of premium payments and verification and
reconciliation of continuant records.

The Company also has purchased certain software and license agreements
from outside vendors. In conjunction with these agreements, the Company has
purchased maintenance and support agreements or provided trained in-house
expertise to support these applications. The Company believes that all such
technology is readily replaceable through other vendors should any of its
current suppliers experience any degree of business interruption.

The Company carries property insurance and business interruption
insurance covering interruptions that might occur as a result of damage to its
business See "-- Insurance." In addition, the Company believes that it has
adequate arrangements with its equipment vendors pursuant to which damaged
equipment can be replaced promptly. The Company does not believe that its system
faces a material risk of technological change. The Company relies upon a
combination of contract provisions and trade secret laws to protect its
proprietary technology. The Company attempts to protect its trade secrets and
other proprietary information through agreements with employees and consultants.
The Company does not hold any patents and does not have any patent applications
pending. There can be no assurance that the steps taken by the Company to
protect its proprietary technology will be adequate to deter misappropriation of
its proprietary rights or third party development of similar proprietary
software.

REGULATORY ENVIRONMENT

The benefit plans administered by the Company generally are subject to
various laws and regulations, including COBRA, the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), proposed regulations of the Internal
Revenue Service and the Public Health Service Act. These laws and regulations
are administered by numerous agencies, such as the Internal Revenue Service, the
Department of Labor and the Department of Health and Human Services. The
Company's internal compliance department regularly reviews the Company's
operations to ensure compliance with applicable federal laws and regulations.

Enacted in 1986, COBRA was amended significantly by Congress in 1987
and 1989 and is the subject of proposed regulations of the Internal Revenue
Service. COBRA, which amended the Internal Revenue Code, ERISA, and the Public
Health Service Act, is subject to interpretation by the federal courts and is
administered jointly by several federal agencies, including the Internal Revenue
Service, the Department of Labor and the Department of Health and Human
Services. In addition, COBRA is affected by certain other federal legislation
and entitlement programs, such as Medicaid, Medicare, FMLA and, most recently,
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). COBRA
applies to virtually all employers with 20 or more employees that maintain group
health insurance plans, including fully-insured, self-insured or
partially-insured plans, and union or non-union plans. Church groups and the
District of Columbia government are exempt from compliance with COBRA.

To comply with COBRA, an employer must provide written notice to all
employees, including newly hired employees and their dependents, of their rights
under COBRA. Employees and their dependents become eligible for COBRA coverage
upon the occurrence of a qualifying event. The occurrence of a qualifying event
triggers a series of notifications and related response and payment deadlines,
including grace periods, that result in an employee's or qualified beneficiary's
ability to elect continued group healthcare plan coverage retroactively, and
often after the occurrence of an event leading to claims under the related
coverage.

The penalties for noncompliance with COBRA are substantial. As a
provider of COBRA compliance and administration services, the Company's exposure
under the Internal Revenue Code for excise taxes imposed for unintentional
violations of certain provisions of COBRA is limited to an aggregate of $2.0
million per year. Under the Internal Revenue Code, employers that are subject to
COBRA are liable for excise taxes at the rate of $100 per "qualified
beneficiary" ($200 if the qualified beneficiary has covered dependents) for each
day during which the group healthcare plan is in noncompliance, subject to an
annual maximum for unintentional violations. When such noncompliance is not
corrected before an audit by the Internal Revenue Service, the employer is
subject to certain minimum excise tax obligations, depending on whether or not
the violations are "de minimis." ERISA also imposes personal liability on the
plan administrator for the benefit of plan participants for COBRA violations in
the form of a penalty of up to $100 for each day the violation continues. In
addition to liability for COBRA violations under the Internal Revenue Code and
ERISA, improper denial of coverage under COBRA or failure to comply with COBRA's
notification requirements may result in an employer's liability for damages and
equitable remedies, including, but not limited to, healthcare coverage for a
former employee or dependent retroactive to the date of the qualifying event
which triggered the notification requirement. Depending on the terms of the
employer's group healthcare plan, such an employer may be required to provide
this type of retroactive coverage without reimbursement from its insurance
carrier.

The Company is not subject to federal or state regulations specifically
applicable to financial and insurance institutions such as banks, thrifts,
credit unions, insurance companies and third-party administrators. As a provider
of COBRA compliance services to its customers, the Company is required to comply
with various federal laws and regulations as noted above. The Company follows
changes in federal laws and regulations related to COBRA and judicial
interpretations of COBRA and promptly implements required changes to its data
processing operations.

HIPAA (also known as the Kennedy-Kassebaum bill when it was passed in
1996) requires employers with two or more employees and a group health plan to
issue "Certificates of Creditable Coverage" to all persons who were covered by
their group health plan but lost coverage for any reason since October 1, 1996.
The requirement also applies to anyone losing coverage after June 1, 1997. The
certificate will serve as proof of coverage which the individual can use to
obtain waivers of pre-existing condition limitations when seeking coverage under
another employer's plan.

HIPAA requires employers to capture information reflecting type of
coverage and coverage periods for individuals (employees and dependents) on
their plan. Data must be captured as far back as July 1, 1996. The employers
then must issue certificates to these individuals documenting the coverage
periods for future insurers. Employees, covered dependents, employers and
carriers may request certificates at any time up to 24 months after the
loss-of-coverage event. The HIPAA compliance process begins when the Company
sends each employee and his or her dependents a HIPAA certificate following any
qualifying event.

9
12

any such material liability. The imposition of such liability on the Company in
excess of any available insurance coverage could have a material adverse effect
on the Company.

COMPETITION

The market for the Company's services is highly competitive. The
Company's existing competitors include insurance companies, third-party
administrators and other outsourcing service companies. Certain of these
existing competitors, as well as a number of potential competitors, possess
substantially greater resources than the Company. In addition to the Company's
competitors, services offered by the Company are often provided in-house.
Consequently, outsourcing may require the Company's potential customers to
reduce, reassign or eliminate in-house benefits administration or human resource
personnel, who often have an interest in maintaining these responsibilities
in-house.

The Company believes that the most significant competitive factors in
the sale of its services include quality, reliability of services and integrity
of data provided, flexibility in tailoring services to client needs, assumption
of certain responsibilities for compliance with complex laws and regulations,
experience, reputation, comprehensive services, integrated services and price.

EMPLOYEES

As of July 31, 1997, the Company had approximately 815 full-time
equivalent employees, including 39 in sales and marketing, 596 in customer
support services, 135 in programming, software development, modifications and
maintenance, and 45 in management, administration and finance.

The service nature of the Company's business makes its employees an
important corporate asset. While the market for qualified personnel is
competitive, the Company has not experienced difficulty in hiring or retaining
its personnel and believes its relations with its employees are good. The
Company's employees are not represented by any union.

SERVICEMARKS

CobraServ(R) is a registered servicemark of the Company. Other than
CobraServ(R), the Company does not believe that any other intellectual property
is material to its business.

INSURANCE

As a provider of portability compliance and administration services,
the Company is subject to excise taxes for noncompliance with certain provisions
of COBRA and HIPAA. In addition, the Company accepts financial responsibility
for certain liabilities incurred by its customers that are attributable to the
Company's failure to fulfill its obligations to its customers under its
agreements. The Company maintains a professional liability policy, with a
deductible of $25,000 per occurrence, and an annual per aggregate limit on
coverage of $5.0 million.

In addition to professional liability coverage, The Company maintains
the following policies: (i) a general commercial liability policy which has an
aggregate coverage of $2.0 million, with a $1.0 million limit per occurrence;
(ii) an automobile liability policy with a combined single coverage limit of
$1.0 million; (iii) an excess liability policy, which covers liabilities that
exceed the limits of the above policies, with an aggregate and a per occurrence
limit of $4.0 million; and (iv) a business interruption policy, which covers
three months of operations, with an aggregate limit of $2.0 million.

10
13

ITEM 2 -- PROPERTIES

The Company leases the following facilities:

SQUARE EXPIRATION RENEWAL
LOCATION FOOTAGE OF LEASE OPTION
-------- ------- ---------- -------

Clearwater, Florida 23,000 June 1999 None

Princeton, New Jersey 20,000 May 1999 None

Glenville, New York 7,000 December 1997 4 years

Irvine, California 5,000 December 1997 None

Fairfax, Virginia 13,000 May 2005 None

The Company maintains its 65,000 square foot headquarters in Palm
Harbor, Florida. The Company purchased this facility in June 1996 for $3.5
million (including the land). In May 1997, the Company also moved into its
118,000 square foot facility in Palm Harbor, Florida. Total cost for this
facility was approximately $10.7 million (including the land). In addition, the
Company owns real estate in Tarpon Springs, Florida acquired at a price of $2.5
million. Subsequent to July 31, 1997, the Company acquired a 383,000 square foot
office campus in St. Petersburg, Florida for $13.5 million. No formal designs or
commitments presently exist for this proposed expansion. The Company expects to
occupy portions of this facility starting in calendar 1998. The former owner of
the facility has signed an agreement to lease back portions of the campus, prior
to the Company occupying the entire facility in approximately 2000. The
Company's lease income on the campus is dependent upon the amount of square
footage being utilized by the former owner. The Company believes that its
facilities are adequate through 2003, at which time the Company believes it may
need to expand its facilities or develop the Tarpon Springs property.

ITEM 3 -- LEGAL PROCEEDINGS

Effective November 12, 1996, Vincent Addonisio was removed as Executive
Vice President, Chief Financial Officer and Treasurer of the Company due to
differences with the Board of Directors. On November 10, 1996, Mr. Addonisio
resigned as a Director of the Company and withdrew as a nominee for election as
a Director at the 1996 Annual Meeting of Shareholders. On November 22, 1996,
Mr. Addonisio filed a lawsuit against the Company in Florida state court,
alleging breach of his employment contract, and against the Company and James
E. MacDougald, Chairman of the Board, President and Chief Executive Officer of
the Company, alleging defamation. The Company does not believe that such
litigation will have a material adverse effect on the Company's financial
position but no assurances can be given in this regard. The Company is not a
party to any other litigation that is expected to have a material adverse
effect on the Company or its business.

The Company maintains detailed records of its services for at least
seven years, including physical return receipts of COBRA notifications to
employees upon a qualifying event, to evidence compliance with applicable rules
and regulations to reduce potential litigation and limit litigation exposure.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 1997.

11
14

EXECUTIVE OFFICERS OF THE REGISTRANT

As of July 31, 1997 there was one executive officer who was not also a
director of the Company. James P. O'Drobinak, age 36, has been Senior Vice
President and Chief Financial Officer since January 30, 1997. Prior to joining
the Company, Mr. O'Drobinak served as Chief Financial Officer - North America
for Danka Industries, Inc. from 1995 to 1997. From 1983 to 1995, Mr. O'Drobinak
held various positions with Deloitte & Touche, LLP, most recently as a Senior
Manager of the Tampa, Florida Office. Executive officers are elected annually by
the Board of Directors.

PART II

ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption "Market Price Information"
on the inside back cover page of the 1997 Annual Report to Shareholders (the
"Annual Report") is incorporated herein by reference.

The total number of shareholders of record as of October 17, 1997 was
7,303.

The Company has neither declared nor paid any cash dividends on the
Common Stock and does not anticipate that it will pay cash dividends in fiscal
1998. Any payment of future dividends and the amounts thereof will be dependent
upon the Company's earnings, financial requirements and other factors deemed
relevant by the Board of Directors.

ITEM 6 -- SELECTED FINANCIAL DATA

The information set forth under the caption "Selected Financial Data"
on page 10 of the Company's Annual Report is incorporated herein by reference.

ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 11
through 13 of the Company's Annual Report is incorporated herein by reference.

ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of the Company and its independent
certified public accountant's Report set forth on pages 14 through 29 of the
Company's Annual Report are incorporated herein by reference:

Report of Independent Certified Public Accountants;
Consolidated Balance Sheets as of July 31, 1996 and 1997;
Consolidated Statements of Income for the Years Ended July 31,
1995, 1996, and 1997;
Consolidated Statements of Shareholders' Equity for the Years
Ended July 31, 1995, 1996 and 1997;
Consolidated Statements of Cash Flows for the Years Ended July
31, 1995, 1996 and 1997; and
Notes to Consolidated Financial Statements.

ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Item 1: Election of
Directors" in the Company's Proxy Statement dated on or about November 6, 1997
for the Annual Meeting of Shareholders to be held December 5, 1997 (the "Proxy
Statement"), the information set forth in the last paragraph under the
caption "Board of Directors - General" in the Proxy Statement, and the
information set forth under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the proxy statement are incorporated herein by
reference. The information set forth under "Executive Officers of the
Registrant" in Part I hereof is also incorporated herein by reference.

ITEM 11 -- EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" in
the Proxy Statement is incorporated herein by reference and the Company
specifically excludes from such incorporation by reference any information set
forth under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Price Performance Graph" in the Proxy Statement.

ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security ownership of certain beneficial owners and management as set
forth under the caption "Principal Shareholders" in the Proxy Statement is
incorporated herein by reference.

ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) List of documents filed as part of this report:

(1) Financial Statements.

Report of Independent Certified Public
Accountants.
Consolidated Balance Sheets as of July 31,
1996 and 1997.
Consolidated Statements of Income for the
Years Ended July 31, 1995, 1996, and 1997.
Consolidated Statements of Shareholders'
Equity for the Years Ended July 31, 1995,
1996 and 1997.
Consolidated Statements of Cash Flows for
the Years Ended July 31, 1995, 1996 and
1997.
Notes to Consolidated Financial Statements.

13
16

(2) Financial Statement Schedule.

Report of Independent Certified Public
Accountants on The Schedule.

Schedule
Number Description
------ -----------
II -- Valuation and Qualifying Accounts

(3) Exhibits.

Exhibit
Number Description
------ -----------

3.1 -- Articles of Incorporation of ABR
Information Services, Inc.*
3.2 -- Bylaws of ABR Information Services, Inc.*
10.1 -- Employment Agreement between ABR
Information Services, Inc. and James E.
MacDougald.*
10.2 -- ABR Information Services, Inc. 1995
Non-Employee Director Stock Option
Plan.**
10.3 -- ABR Information Services, Inc. 1996
Non-Employee Director Stock Option
Plan.***
10.4 -- ABR Information Services, Inc. Amended
and Restated 1987 Stock Option Plan.****
10.5 -- ABR Information Services, Inc. Amended
and Restated 1993 Stock Option Plan (as
amended).**
10.6 -- ABR Information Services, Inc. Incentive
Bonus Plan.*
10.7 -- Revolving Line of Credit/Term Loan
Agreement dated January 30, 1996 by and
between NationsBank, N.A. (South) and ABR
Information Services, Inc.*****
10.8 -- Employment and Non-Competition Agreement
dated December 15, 1995 by and between
Bullock Associates, Inc. and W. Carl
Bullock.*****
10.9 -- Services Agreement between Corporate
Benefits Delivery of General Electric
Company and Bullock Associates, Inc. and
as amended on December 15, 1995.*****
10.10 -- Agreement and Plan of Reorganization
dated as of February 1, 1996 by and among
ABR Information Services, Inc., Total
Cobra Services and John M. Hermann.***
10.11 -- Agreement and Plan of Reorganization
dated as of June 28, 1996 by and among
ABR Information Services, Inc., The L.P.
Baier Company and L.P.Baier's
shareholders.***
10.12 -- Employment and Non-Competition Agreement
dated June 28, 1996 by and between The
L.P. Baier Company and Rick Snyder.***
10.13 -- Stock Purchase Agreement by and among ABR
Information Services, Inc., Bullock
Associates, Inc., W. Carl Bullock,
Barbara A. Biasotti and Nancy L. Clark
dated as of December 15, 1995.******
10.14 -- Agreement for Sale and Purchase of
Property, dated October 2, 1997, by and
between Florida Power Corporation
(Seller) and ABR Properties,
Inc. (Buyer), including commercial lease
as of the same date.
11.1 -- Statement regarding computation of per
share earnings.
13.1 -- 1997 Annual Report of ABR Information
Services, Inc.

14
17

21.1 -- List of subsidiaries of ABR Information
Services, Inc.
23.1 -- Consent of Grant Thornton LLP.
24.1 -- Powers of Attorney (included on signature
page hereto).
27.1 -- Financial Data Schedule (for SEC use
only)
- --------------------

* Previously filed as part of the Company's Form S-1
Registration Statement (No. 33-76922) dated May 26,
1994 and incorporated herein by reference.

** Previously filed as part of the Company's Form 10-K
for the fiscal year ended July 31, 1995.

*** Previously filed as part of the Company's Form 10-K
for the fiscal year ended July 31, 1996.

**** Previously filed as part of the Company's Form 10-K
for the fiscal year ended July 31, 1994.

***** Previously filed as part of the Company's Form 10-Q
for the quarter ended January 31, 1996.

****** Previously filed as part of the Company's Form 8-K
dated as of December 26, 1995.

Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.8 and 10.12
represent management contracts and compensatory plans.

(b) Reports on Form 8-K.

The Company filed no Reports on Form 8-K during the quarter
ended July 31, 1997.

15
18

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON THE SCHEDULE

Board of Directors
ABR Information Services, Inc.

In connection with our audit of the consolidated financial statements of ABR
Information Services, Inc. referred to in our report dated September 11, 1997,
which is included on page 29 of the Annual Report to Shareholders for the year
ended July 31, 1997, that is incorporated by reference in this Form 10-K for the
year ended July 31, 1997, we have also audited Schedule II for each of the three
years in the period ended July 31, 1997. In our opinion, the schedule presents
fairly, in all material respects, the information required to be set forth
therein.

Tampa, Florida
September 11, 1997

16
19

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

ABR INFORMATION SERVICES, INC.

Column A Column B Column C Column D Column E
- ------------------------------------ -------------------------------------------------------------------------------------
Additions
----------------------------------
Balance at Charge to Charged to Deductions Balance at
Beginning Costs and Other Accounts Describe End of
Description of Period Expenses - Describe (1) Period
- ------------------------------------ ------------ ------------ ----------------- ------------- ------------

Year Ended July 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts $17,553 $12,000 -- $3,351 $ 26,202

Year Ended July 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts 26,202 20,000 -- 7,308 38,894

Year Ended July 31, 1997
Deducted from asset accounts:
Allowance for doubtful
accounts 38,894 91,500 -- 219 130,175

17
20

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

October 28, 1997 ABR INFORMATION SERVICES, INC.

By: /s/ James P. O'Drobinak
--------------------------
James P. O'Drobinak,
Senior Vice President and
Chief Financial Officer

---------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. MacDougald and James P.
O'Drobinak, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this report, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF
1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF
THE REGISTRANT AND IN THE CAPACITIES INDICATED ON OCTOBER 28, 1997.

/s/ James E. MacDougald /s/ Suzanne M. MacDougald
- ---------------------------------------------- ---------------------------------------------
James E. MacDougald, Chairman of the Board, Suzanne M. MacDougald,
President and Chief Executive Officer and Senior Vice President, Secretary and Director
Director (Principal Executive Officer)

/s/ James P. O'Drobinak /s/ Thomas F. Costello
- ---------------------------------------------- ---------------------------------------------
James P. O'Drobinak, Senior Vice President and Thomas F. Costello, Director
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Mark M. Goldman /s/ Peter A. Sullivan
- ---------------------------------------------- ---------------------------------------------
Mark M. Goldman, Director Peter A. Sullivan, Director

18
21

EXHIBITS TO FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 31, 1997

ABR INFORMATION SERVICES, INC.
FILE NO. 0-24132

ABR INFORMATION SERVICES, INC.

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED JULY 31, 1997

EXHIBIT FILED
NUMBER DESCRIPTION HEREWITH
------ ----------- --------

3.1 Articles of Incorporation of ABR Information Services, Inc.*

3.2 Bylaws of ABR Information Services, Inc.*

10.1 Form of Employment Agreement between ABR Information Services, Inc.
and each of its executive officers.*

10.2 ABR Information Services, Inc. 1995 Non-Employee Director Stock
Option Plan.*

10.3 ABR Information Services, Inc. 1996 Non-Employee Director Stock
Option Plan.*

10.4 ABR Information Services, Inc. Amended and Restated 1987 Stock
Option Plan.*

10.5 ABR Information Services, Inc. Amended and Restated 1993 Stock
Option Plan (as amended).*

10.6 ABR Information Services, Inc. Incentive Bonus Plan.*

10.7 Revolving Line of Credit/Term Loan Agreement dated January 30, 1996
by and between NationsBank, N.A. (South) and ABR Information
Services, Inc.*

10.8 Employment and Non-Competition Agreement dated December 15, 1995 by
and between Bullock Associates, Inc. and W. Carl Bullock.*

10.9 Services Agreement between Corporate Benefits Delivery of General
Electric Company and Bullock Associates, Inc. 1993-1997 and as
amended on December 15, 1995.*

10.10 Agreement and Plan of Reorganization dated as of February 1, 1996
by and among ABR Information Services, Inc., Total Cobra Services
and John M. Hermann.*

10.11 Agreement and Plan of Reorganization dated as of June 28, 1996 by
and among ABR Information Services, Inc., The L.P. Baier Company
and L.P. Baier's shareholders.*

10.12 Employment and Non-Competition Agreement dated June 28, 1996 by and
between The L.P. Baier Company and Rick Snyder.*

10.13 Stock Purchase Agreement by and among ABR Information Services,
Inc., Bullock Associates, Inc., W. Carl Bullock, Barbara A.
Biasotti and Nancy L. Clark dated as of December 15, 1995.*

10.14 Agreement for sale and purchase of property, dated October 2, 1997,
by and between Florida Power Corporation (Seller) and ABR
Properties, Inc. (Buyer) including commercial lease as of the
same date.

EXHIBIT FILED
NUMBER DESCRIPTION HEREWITH
------ ----------- --------

11.1 Statement regarding computation of per share earnings. x

13.1 1997 Annual Report of ABR Information Services, Inc. x

21.1 List of subsidiaries of ABR Information Services, Inc. x

23.1 Consent of Grant Thornton LLP. x

24.1 Powers of Attorney (included on signature page hereto). x

27.1 Financial Data Schedule (for SEC use only). x

- ------------------------

* Incorporated by reference.