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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
ABR INFORMATION SERVICES, INC.
(Name of Subject Company)
ABR INFORMATION SERVICES, INC.
(Name of Person(s) Filing Statement)
Voting Common Stock, par value $0.01 per share
(Title of Class of Securities)
00077R 10 8
(CUSIP Number of Class of Securities)
James P. O'Drobinak
Senior Vice President and Chief Financial Officer
ABR Information Services, Inc.
34125 U.S. Highway 19 North
Palm Harbor, FL 34684-2141
(727) 785-2819
(Name,address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
With Copies to:
Francis J. Aquila, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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This Amendment No. 3 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of ABR Information
Services, Inc., a Florida corporation (the "Company"), filed with the Securities
and Exchange Commission on May 7, 1999, as amended by Amendment No. 1 to such
Schedule filed with the Securities and Exchange Commission (the "SEC") on May
19, 1999, and Amendment No. 2 to such Schedule filed with the SEC on May 19,
1999 (as so amended, the "Statement"), with respect to the tender offer made by
Spring Acquisition Corp. ("Purchaser"), a Florida corporation and a wholly-owned
subsidiary of Ceridian Corporation, a Delaware corporation ("Parent"), to
purchase all of the outstanding shares of voting common stock, par value $0.01
per share, of the Company (the "Shares") at a purchase price of $25.50 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 7, 1999 of
Purchaser and Parent and in the related Letter of Transmittal.
Capitalized terms used but not defined herein have the meanings
given such terms in the Statement.
ITEM 2. Tender Offer of the Bidder.
Item 2 of the Statement is hereby amended by deleting the first
sentence of the first paragraph of such item and inserting in its place the
following sentence:
"The Offer is being made in accordance with Agreement and Plan of
Merger, dated as of April 30, 1999, as amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated as of June 2, 1999 (as so amended, the
"Merger Agreement"), among the Company, Parent and Purchaser."
Item 2 of the Statement is hereby further amended by deleting the
last sentence of the second paragraph of such item and inserting in its place
the following:
"A copy of the Merger Agreement (as of April 30, 1999) is filed as
Exhibit (c)(1) hereto and is incorporated herein by reference. A copy of
the June 2, 1999 Amendment to the Merger Agreement is filed as Exhibit
(c)(8) hereto and is incorporated herein by reference."
ITEM 3. Identity and Background.
Item 3(b) of the Statement is hereby amended by deleting the last
paragraph appearing under the caption "Merger Agreement" and inserting in its
place the following:
"The foregoing description of terms and provisions of the Merger
Agreement is qualified in its entirety by reference to the text of the Merger
Agreement, which is filed as Exhibit (c)(1) and (c)(8) to this Statement and is
available for inspection and copying at the
principal office of the SEC or may be viewed and printed from the SEC web site
at http://www.sec.gov."
Item 3(b) of the Statement is hereby further amended and
supplemented by adding thereto the following information:
Retirement Plan for Outside Directors
On June 2, 1999, the Company Board adopted a Retirement Plan for
Outside Directors (the "Retirement Plan"), effective as of June 1, 1999,
the purpose of which is to provide retirement income to members of the
Company Board who are not officers or employees of the Company (such
members, the "Outside Directors") in recognition of their past services to
the Company and to provide an incentive for such persons to continue to
serve as members of the Company Board. Each Outside Director of the
Company participates in the Retirement Plan.
Upon a participant's ceasing to be an Outside Director, the
Retirement Plan provides annual retirement benefits in an amount equal to
such participant's years of service as an Outside Director (including any
fractional part thereof) times the annual retainer paid to Outside
Directors of the Company on the date that such participant ceases to be an
Outside Director. If a participant has served less than 10 years as an
Outside Director, such retirement benefit shall be reduced by multiplying
the amount of the retirement benefit otherwise payable by a fraction, the
numerator of which is such participant's years of service and the
denominator of which is 10. The retirement benefits payable under the
Retirement Plan are payable annually for 15 years unless the participant
elects to have the present value (determined pursuant to the Retirement
Plan) of such participant's benefits paid as a lump sum. The Retirement
Plan also provides death benefits in an amount equal to the present value
of the amount that would have been paid if the participant had elected to
receive retirement benefits in the fifteen annual installments described
above.
The Retirement Plan provides that in the event of a Change in
Control (as defined in the Retirement Plan), the Company shall pay in cash
to each Outside Director, no later than the fifth day following the Change
in Control, an amount equal to the present value of such participant's
accrued retirement benefit under the Retirement Plan, determined as if
such Participant ceased to be an Outside Director upon the Change in
Control, and elected to receive his or her retirement benefit in the form
of a lump sum cash payment. The consummation of the transactions
contemplated by the Merger Agreement will constitute a Change in Control
as defined in the Retirement Plan. The text of the Retirement Plan is
attached to this Statement as Exhibit (c)(9) and is incorporated herein by
reference. The foregoing description is qualified in its entirety by
reference to the text of the Retirement Plan.
ITEM 9. Material to be Filed as Exhibits.
Item 9 of the Statement is hereby amended and supplemented by adding
thereto the following:
Exhibit No. Description
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(c)(8) Amendment No. 1 to the Agreement and Plan of Merger,
dated as of June 2, 1999, among the Company, Parent and
Purchaser.
(c)(9) ABR Information Services, Inc. Retirement Plan for
Outside Directors.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: June 3, 1999
ABR INFORMATION SERVICES, INC.
By: /s/ James E. MacDougald
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Name: James E. MacDougald
Title: President and
Chief Executive Officer
Exhibit No. Description
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(c)(8) Amendment No. 1 to the Agreement and Plan of Merger,
dated as of June 2, 1999, among the Company, Parent and
Purchaser.
(c)(9) ABR Information Services, Inc. Retirement Plan for
Outside Directors.