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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT OCTOBER 22, 1998
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(DATE OF EARLIEST EVENT REPORTED)
ABR INFORMATION SERVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-24132 59-3228107
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION) NUMBER) NUMBER)
34125 U.S. HIGHWAY 19 NORTH
PALM HARBOR, FLORIDA 34684-2141
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(727) 785-2819
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 22, 1998, ABR Information Services, Inc., a Florida
corporation ("ABR"), acquired (the "Acquisition") all of the issued
and outstanding capital stock of Chowning, Ltd., a Wisconsin
corporation ("Chowning"), for an aggregate purchase price of
approximately $15.9 million. Chowning is the holding company for
The Barrington Group, Ltd. ("TBG"), a Wisconsin corporation and
Chowning's sole operating subsidiary. The Acquisition was
consummated in accordance with the terms of a Stock Purchase
Agreement, dated October 22, 1998, by and among ABR, Chowning, TBG,
the Shareholders of Chowning, and Mark G. FitzGerald, as
Shareholders' Agent (the "Acquisition Agreement"). The Acquisition
will be accounted for using the purchase method of accounting.
The Barrington Group, Ltd., with headquarters in Milwaukee,
Wisconsin, is one of the nation's largest independent
administrators of Section 125 benefit plans (full cafeteria plans,
flexible spending accounts (FSA) and pre-tax premium plans). TBG
also operates sales and service locations in South Carolina,
Maryland, Pennsylvania and California. The Barrington Group, Ltd.
has over 22,000 clients nationwide and approximately 100 employees.
TBG markets its products and services primarily under the names
"The Barrington Group," "Plan Management Administrators" and
"Custom Benefit Services."
The Acquisition Agreement is filed as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
discussion above is qualified in its entirety by reference to that
agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma financial information.
Not applicable
(c) Exhibits.
2.1 Stock Purchase Agreement, dated October 22, 1998, by and among ABR
Information Services, Inc.; Chowning, Ltd.; The Barrington Group,
Ltd.; Mark G. FitzGerald, Timothy D. Dyer and Laura J. LaPinske,
as Shareholders of Chowning, Ltd.; and Mark G. FitzGerald, as
Shareholders' Agent. The schedules and exhibits to this Stock
Purchase Agreement are not being filed herewith. ABR Information
Services, Inc. agrees to furnish supplementary copies of such
schedules and exhibits to the Securities and Exchange Commission
upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ABR INFORMATION SERVICES, INC.
By: /s/ James P. O'Drobinak
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James P. O'Drobinak
Senior Vice President and
Chief Financial Officer
Date: November 5, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement, dated October 22, 1998, by and
among ABR Information Services, Inc.; Chowning, Ltd.; The
Barrington Group, Ltd.; Mark G. FitzGerald, Timothy D. Dyer
and Laura J. LaPinske, as Shareholders of Chowning, Ltd.;
and Mark G. FitzGerald, as Shareholders' Agent.
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