-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FF8wniMa/teATCJPbtCV7HO5NHS70WXG9C14OOPNq5fRY0wMoHvpy5nBKqNc5KLz nBiVG5Af+J+Kmrfnk3T71w== /in/edgar/work/20000818/0000950142-00-000744/0000950142-00-000744.txt : 20000922 0000950142-00-000744.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950142-00-000744 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMATIC DATA PROCESSING INC CENTRAL INDEX KEY: 0000008670 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 221467904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-42294 FILM NUMBER: 705549 BUSINESS ADDRESS: STREET 1: ONE ADP BOULVARD CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 2019945000 MAIL ADDRESS: STREET 1: ONE ADP BOULEVARD CITY: ROSELAND STATE: NJ ZIP: 07068 S-3/A 1 0001.txt AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 18, 2000 Registration No. 333-42294 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO ================== FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- AUTOMATIC DATA PROCESSING, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-1467904 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) ONE ADP BOULEVARD ROSELAND, NEW JERSEY 07068 PHONE: (973) 974-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JAMES B. BENSON, ESQ. CORPORATE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ONE ADP BOULEVARD ROSELAND, NEW JERSEY 07068 (973) 974-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: RICHARD S. BORISOFF, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 373-3000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time or at one time after the effective date of this Registration Statement as determined by the Selling Stockholders. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| The Registrant hereby amends this registration statement (the "Registration Statement") on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ The information in this document is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated August 18, 2000. PRELIMINARY PROSPECTUS AUTOMATIC DATA PROCESSING, INC. 293,325 Shares Common Stock -------------- This prospectus relates to Our company's shares of the public offering, which is not common stock are traded on the New being underwritten, of 293,325 shares York Stock Exchange, the Chicago of our company's common stock. The Stock Exchange and the Pacific Stock common stock is held by some of the Exchange under the symbol "AUD." On former stockholders of Business August 17, 2000, ADP's Management Software, LTD, who are stock price was $57.06. listed on page 2 of this document. These stockholders obtained their shares of ADP common stock in connection with a share purchase agreement dated June 8, 2000, whereby ADP acquired all of the stock of Business Management Software, LTD. These stockholders may sell their ADP shares at prices which are based on the market price of the stock or in negotiated transactions. ADP will not receive any of the proceeds from the sale of the shares. - -------------------------------------------------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the ADP common stock to be issued in connection with this document or determined that this document is accurate or adequate. Any representation to the contrary is a criminal offense. - -------------------------------------------------------------------------------- , 2000 TABLE OF CONTENTS THE COMPANY....................................................................1 USE OF PROCEEDS................................................................1 THE SELLING STOCKHOLDERS.......................................................2 PLAN OF DISTRIBUTION...........................................................3 EXPERTS........................................................................3 LEGAL OPINION..................................................................3 WHERE YOU CAN FIND MORE INFORMATION............................................4 i THE COMPANY We are engaged in the computing services business. With over nearly 500,000 clients, we are one of the largest companies in the world dedicated to providing computerized transaction processing, data communications and information services. Our services include: o payroll, payroll tax and human resource management; o securities transaction processing and investor communication services; o industry-specific computing and consulting services for auto and truck dealers; and o computerized auto repair estimating, auto parts availability services and fee and utilization audits of bodily injury claims. Our principal executive offices are located at One ADP Boulevard, Roseland, New Jersey 07068. We would like to note the following changes to our presentation of information in future financial statements: o Footnote 7 to the June 30, 1999 financial statements incorporated by reference in ADP's 1999 Annual Report on Form 10-K indicates that interest on collected but unremitted funds amounted to approximately $269 million in fiscal 1999, $246 million in 1998 and $213 million in 1997. These amounts are included within total revenues on ADP's Statement of Consolidated Earnings. In future filings this component of total revenues will be broken out and presented as a separate line item within total revenues. o Footnote 7 to the June 30, 1999 financial statements also discloses the amount of collected but remitted funds on hand at June 30, 1999 and 1998 (approximately $7.0 billion and $6.5 billion, respectively). In future filings, these amounts will be included as assets and liabilities on ADP's Consolidated Balance Sheet. o Footnote 1C to the June 30, 1999 financial statements indicates that realized gains/losses from the sale of marketable securities have not been material. In future filings, these amounts will be presented as a separate line item in ADP's Statement of Consolidated Earnings. USE OF PROCEEDS We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders. 1 THE SELLING STOCKHOLDERS The selling stockholders received the shares of common stock from ADP on June 30, 2000 in with a share purchase agreement dated June 8, 2000, whereby ADP acquired all of the capital stock of Business Management Software, LTD, a limited company organized under the laws of England and Wales and owned by the selling stockholders. We list below with respect to the selling stockholders (1) the number of shares of ADP common stock beneficially owned as of August 18, 2000 and prior to the offering covered by this prospectus, (2) the maximum number of shares of ADP common stock which may be sold in the offering and (3) the number of shares of ADP common stock which will be beneficially owned after the offering, assuming the sale of all the shares set forth in (2) above.
Beneficial Ownership Shares To Be Beneficial Ownership Prior to Offering Offered After Offering ----------------- ------- -------------- Selling Stockholder Shares Percentage Shares Percentage - ------------------- ------ ---------- ------ ---------- G. Barnes 106,224 * 106,224 0 0 M. Jones 97,688 * 97,688 0 0 J. Wright 39,120 * 39,120 0 0 A. Drinkwater 3,725 * 3,725 0 0 D. Dykes 3,725 * 3,725 0 0 S. Elkins 3,725 * 3,725 0 0 M. Fairbairn 3,725 * 3,725 0 0 A. Staines 27,943 * 27,943 0 0 C. Tuck 3,725 * 3,725 0 0 I. Clay 3,725 * 3,725 0 0
- ------------------------ * Less than 1%. 2 PLAN OF DISTRIBUTION We are registering 293,325 shares of ADP common stock on behalf of the selling stockholders. We issued all of these shares in connection with our acquisition of Business Management Software, LTD. The selling stockholders may choose to sell their shares from time to time on the New York Stock Exchange, the Chicago Stock Exchange and/or the Pacific Stock Exchange, at market prices prevailing at the time of the sale, at prices related to the then prevailing market prices, in privately negotiated transactions or through a combination of these methods. In addition, these selling stockholders may choose one or more of the following alternatives: o a block trade in which a broker or dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal in order to facilitate the transaction; o purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; and o ordinary brokerage transactions and transactions in which the broker solicits purchasers. The selling stockholders and any broker-dealers who act in connection with the sale of their shares of ADP common stock under this prospectus may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933 and any commissions received by them and profit on any resale of their shares of ADP common stock as principals might be deemed to be underwriting discounts and commissions under the Securities Act. ADP has agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act as underwriters or otherwise. EXPERTS The consolidated financial statements and the related financial statement schedules incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended June 30, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated in this prospectus by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. LEGAL OPINION James B. Benson, Esq., Corporate Vice President, Secretary and General Counsel of ADP, will issue an opinion about the legality of the ADP common stock being offered by this prospectus. As of the date of this prospectus, Mr. Benson beneficially owns 56,613 shares of ADP's common stock. 3 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document that we file at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Reports, proxy statements and other information regarding issuers that file electronically with the Securities and Exchange Commission, including our filings, are also available to the public from the Securities and Exchange Commission's Web site at "http://www.sec.gov." Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange, and such reports, proxy statements and other information can also be inspected at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, the office of the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60603, and the offices of the Pacific Stock Exchange, 618 South Spring Street, Los Angeles, California 90015 and 301 Pine Street, San Francisco, California 94104. We have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act. This prospectus is a part of the registration statement and constitutes a prospectus of our company for the ADP common stock to be sold by the selling stockholders. As allowed by the Securities and Exchange Commission rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement. The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important business and financial information about us to you that is not included in or delivered with this prospectus by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any filing we will make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 following the date of this prospectus and prior to the termination of the offering of our company's shares of common stock: 1. Annual Report on Form 10-K of ADP for the fiscal year ended June 30, 1999. 2. Quarterly Reports on Form 10-Q filed by ADP for the fiscal quarters ended September 30, 1999, December 31, 1999 and March 31, 2000. 3. The description of ADP common stock contained in ADP's Registration Statement on Form 8-A, as filed with the Commission on January 21, 1992. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: James B. Benson, Esq., Corporate Vice President, Secretary and General Counsel Automatic Data Processing, Inc. One ADP Boulevard Roseland, New Jersey 07068 Telephone requests may be directed to (973) 974-5000. We have not authorized anyone to give any information or make any representation about our company that differs from or adds to the information in this prospectus or in our documents or the documents that we publicly file with the Securities and Exchange Commission. Therefore, if anyone does give you different or additional information, you should not rely on it. The information contained in this prospectus speaks only as of its date unless the information specifically indicates that another date applies. 4 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Registration fee to the Securities and Exchange Commission................................. $4,133.61 Accounting fees and expenses............................. $2,500.00 Legal fees and expenses.................................. $3,000.00 Miscellaneous expenses................................... $100.00 ------- Total........................................... $9,733.61 The foregoing items, except for the registration fee to the Securities and Exchange Commission (the "Commission"), are estimated. All expenses of the offering, other than selling discounts, commissions and legal fees and expenses incurred separately by the selling stockholders, will be paid by ADP. Item 15. Indemnification of Directors and Officers. Provision for indemnification of directors and officers is made in Section 145 of the Delaware General Corporation Law. Article Fifth, Sections 3 and 4 of the ADP's Amended and Restated Certificate of Incorporation provide as follows: "The Corporation shall indemnify all directors and officers of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, and may purchase and maintain insurance on behalf of such directors and officers. In addition, the Corporation shall, in the manner and to the extent as the Bylaws of the Corporation shall provide, indemnify to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, such other persons as the By-laws shall provide, and may purchase and maintain insurance on behalf of such other persons." "A director of the Corporation shall not be held personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of any director of the Corporation existing at the time of, or for or with respect to any acts or omissions occurring prior to, such repeal or modification." Finally, Article 6, Section 6.01 of ADP's By-Laws provides as follows: "Nature of Indemnity: The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she (x) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of any such employee or agent, in a manner he or she reasonably believed to be not in violation of any policies or directives of the Corporation, and (y) with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the II-1 court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The indemnification under this Section 6.01 shall apply to all directors and officers of the Corporation who sit on the boards of directors of non-profit corporations in keeping with the Corporation's philosophy." "The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful." As permitted by Section 145 of the General Corporation Law of the State of Delaware and ADP's Certificate and By-Laws, ADP also maintains a directors and officers liability insurance policy which insures, subject to certain exclusions, deductibles and maximum amounts, directors and officers of ADP against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as directors and officers. Item 16. Exhibits. A list of exhibits included as part of this registration statement (the "Registration Statement") is set forth in the Exhibit Index which immediately precedes such exhibits and is hereby incorporated by reference herein. Item 17. Undertakings. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of ADP (the "Registrant") pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (b) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (b)(1)(i) and (b)(1)(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (c) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration II-2 Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Roseland, State of New Jersey, on the 18th day of August, 2000. AUTOMATIC DATA PROCESSING, INC. (Registrant) By: /s/Arthur F. Weinbach ------------------------------------ Arthur F. Weinbach Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Arthur F. Weinbach Chairman, Chief Executive Officer August 18, 2000 - ------------------------ and Director (Arthur F. Weinbach) (Principal Executive Officer) /s/Richard J. Haviland Chief Financial Officer August 18, 2000 - ------------------------ (Principal Financial Officer) (Richard J. Haviland) Director August 18, 2000 - ------------------------ (Gary C. Butler) /s/Joseph A. Califano, Jr. Director August 18, 2000 - ------------------------ (Joseph A. Califano, Jr.) /s/Leon G. Cooperman Director August 18, 2000 - ------------------------ (Leon G. Cooperman) /s/George H. Heilmeier Director August 18, 2000 - ------------------------ (George H. Heilmeier) /s/Ann Dibble Jordan Director August 18, 2000 - ------------------------ (Ann Dibble Jordan) /s/Harvey M. Krueger Director August 18, 2000 - ------------------------ (Harvey M. Krueger) II-4 /s/Frederick V. Malek Director August 18, 2000 - ------------------------ (Frederic V. Malek) II-5 /s/Henry Taub Director August 18, 2000 - ------------------------ (Henry Taub) /s/Laurence A. Tisch Director August 18, 2000 - ------------------------ (Laurence A. Tisch) /s/Josh S. Weston Director August 18, 2000 - ------------------------ (Josh S. Weston) II-6 EXHIBIT INDEX Sequentially Exhibit Numbered Number Exhibit Page - ------ ------- ---- 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit (3)-#1 to Registrant's registration statement on Form S-4 filed with the Commission on February 9, 1999) -- 3.2 Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit (3)-#2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, No. 1-05397) -- 3.3 Form of the Registrant's common stock certificate (incorporated by reference to Exhibit 4.4 to Registrant's registration statement on Form S-3 filed with the Commission on January 21, 1992, No. 33-45150) -- 23.2 Consent of Deloitte & Touche LLP* II-8 *Filed with this Amendment No. 1 to Form S-3. II-7 EX-23.2 2 0002.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Automatic Data Processing, Inc. and subsidiaries on Form S-3 of our reports dated August 10, 1999, appearing in and incorporated by reference in the Annual Report on Form 10-K of Automatic Data Processing, Inc. and subsidiaries for the year ended June 30, 1999, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP New York, New York August 18, 2000 II-8 -----END PRIVACY-ENHANCED MESSAGE-----