-----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, NZTAxeyEcnmXIU/pHjdqCNghr5+TCMyEWwkdde/FQ51RRKwkouNF/LtFhkWoiQ5y 7fwaEeuwxprzHl6QEkIXpQ== 0000897069-99-000353.txt : 19990618 0000897069-99-000353.hdr.sgml : 19990618 ACCESSION NUMBER: 0000897069-99-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990617 GROUP MEMBERS: MACDOUGALD FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: MACDOUGALD JAMES E GROUP MEMBERS: SUZANNE M. MACDOUGALD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABR INFORMATION SERVICES INC CENTRAL INDEX KEY: 0000920985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 593228107 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44917 FILM NUMBER: 99647991 BUSINESS ADDRESS: STREET 1: 34125 US HGHWY 19 N CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277852819 MAIL ADDRESS: STREET 1: 34125 US HGHWY 19 N CITY: PALM HARBOR STATE: FL ZIP: 34684 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACDOUGALD JAMES E CENTRAL INDEX KEY: 0000939537 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ABR INFORMATION SERVICES INC STREET 2: 34125 US HIGHWAY 19 N CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277852819 MAIL ADDRESS: STREET 1: C/O ABR INFORMATION SERVICES INC STREET 2: 34125 U S HIGHWAY 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 SC 13D/A 1 SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ABR INFORMATION SERVICES, INC. (Name of Issuer) Voting Common Stock, $.01 par value (Title of Class of Securities) 00077R108 (CUSIP Number) James E. MacDougald 34125 U.S. Highway 19 North Palm Harbor, FL 34684 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 7, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------- ---------------------- CUSIP No. 00077R108 Page 2 of 10 Pages - ------------------------- ---------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James E. MacDougald =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA =========================== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 275,000 SHARES ========= ========================================== BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ========= ========================================== 9 SOLE DISPOSITIVE POWER REPORTING 275,000 PERSON ========= ========================================== WITH 10 SHARED DISPOSITIVE POWER 0 =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,000 =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.95% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* IN =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 - ------------------------- ---------------------- CUSIP No. 00077R108 Page 3 of 10 Pages - ------------------------- ---------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Suzanne M. MacDougald =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA =========================== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 67,500 SHARES ========= ========================================== BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ========= ========================================== REPORTING 9 SOLE DISPOSITIVE POWER PERSON 67,500 WITH ========= ========================================== 10 SHARED DISPOSITIVE POWER 0 =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,500 =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* IN =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 - ------------------------- ---------------------- CUSIP No. 00077R108 Page 4 of 10 Pages - ------------------------- ---------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MacDougald Family Limited Partnership =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada =========================== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ========= ========================================== 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ========= ========================================== WITH 10 SHARED DISPOSITIVE POWER 0 =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 =========== ==================================================================== 14 TYPE OF REPORTING PERSON* PN =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 Item 1. Security and Issuer This Statement relates to the voting Common Stock, par value $.01 per share ("Common Stock"), of ABR Information Services, Inc., a Florida corporation (the "Issuer"). The address of the Issuer's principal executive offices is 34125 U.S. Highway 19 North, Palm Harbor, Florida 34684. Item 2. Identity and Background (a) This statement is filed on behalf of James E. MacDougald, Suzanne M. MacDougald and the MacDougald Family Limited Partnership (the "Partnership"). James and Suzanne MacDougald are married and therefore may be deemed to beneficially own the shares of the Issuer solely owned by the other. The Partnership is a Nevada limited partnership organized to hold the investments of the MacDougald family and related entities. The sole general partner of the Partnership is MacDougald Management, Inc., a Nevada corporation ("MMI"), of which James and Suzanne MacDougald are the sole shareholders, directors and executive officers. The address of the principal business and principal office of the Partnership and MMI is 1325 Airmotive Way, Suite 130, Reno, Nevada 89502. James MacDougald disclaims beneficial ownership of the 67,500 shares held solely by Suzanne MacDougald and each of Suzanne MacDougald and the Partnership disclaims beneficial ownership of the 275,000 shares held solely by James MacDougald. See Item 5. (b) The business address of James and Suzanne MacDougald is: 34125 U.S. Highway 19 North Palm Harbor, FL 34684 (c) The following sets forth for each of James and Suzanne MacDougald his or her present principal occupation or employment, and the name, principal business and address of any corporation or organization in which such employment is conducted: 5
Principal Name, Address Occupation and Principal And Business of Name Employment Employer ---- ---------- -------- James E. MacDougald President and Chief Executive ABR Information Services, Inc. Officer 34125 U.S. Highway 19 North Palm Harbor, FL 34684 (provider of comprehensive benefits administration, payroll and human resource services) Suzanne M. MacDougald Senior Vice President and ABR Information Services, Inc. Secretary 34125 U.S. Highway 19 North Palm Harbor, FL 34684 (provider of comprehensive benefits administration, payroll and human resource services)
(d)and (e) During the last five years, none of James MacDougald, Suzanne MacDougald, the Partnership or MMI (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) James and Suzanne MacDougald are United States citizens. Item 3. Source and Amount of Funds or Other Considerations Not Applicable. Item 4. Purpose of Transaction On April 30, 1999, the Issuer, Ceridian Corporation, a Delaware corporation ("Ceridian"), and Spring Acquisition Corp., a Florida corporation and wholly-owned subsidiary of Ceridian ("SAC"), entered into an agreement and plan of merger (as amended June 2, 1999, the "Merger Agreement"). The Board of Directors of the Issuer, upon which both James and Suzanne MacDougald served until June 14, 1999, unanimously approved the Merger Agreement. 6 Pursuant to the terms of the Merger Agreement, SAC commenced a tender offer on May 7, 1999 to purchase all of the issued and outstanding shares of Common Stock of the Issuer at a price of $25.50 per share. James and Suzanne MacDougald and the MacDougald Family Limited Partnership tendered all of the shares of Common Stock beneficially owned by them in the tender offer, excluding the 275,000 shares and 67,500 shares subject to currently exercisable options or options exercisable within 60 days of June 7, 1999 held by James MacDougald and Suzanne MacDougald, respectively. The shares were accepted for payment by SAC on June 7, 1999. The Merger Agreement further provides that each share of Common Stock not acquired by SAC in the tender offer will be exchanged for the same consideration payable pursuant to the tender offer in cash in connection with the merger of SAC with and into the Issuer. Item 5. Interest in Securities of the Issuer (a) - (b) Information concerning the amount and percentage of shares of Common Stock beneficially owned by each of the reporting persons as of June 7, 1999 is set forth below and is based upon the number of shares of Common Stock outstanding on April 30, 1999:
Sole Shared Percentage of Voting and Voting and Aggregate Outstanding Reporting Dispositive Dispositive Beneficial Shares of Common Person Power Power Ownership Stock ------ ----- ---- --------- ----- James E. MacDougald 275,000(1) 0 275,000(1) 0.95% Suzanne M. MacDougald 67,500(1) 0 67,500(1) 0.23% MacDougald Family Limited Partnership 0 0 0 0 - --------------- (1) Represents shares issuable under currently exercisable options or options exercisable within 60 days of June 7, 1999.
MacDougald Management, Inc., the sole general partner of the MacDougald Family Limited Partnership, does not beneficially own any shares of the Issuer's Common Stock. (c) The following is a list of all transactions in the Issuer's Common Stock by the persons named in paragraphs (a) - (b) above during the 60 days preceding the date of this amendment to Schedule 13D. On June 7, 1999, the following persons sold the number of shares of Common Stock indicated for $25.50 per share to SAC pursuant to the tender offer described in Item 4 above: 7 - ------------------------------------------------------------ ------------------- James MacDougald 166,875 - ------------------------------------------------------------ ------------------- Suzanne MacDougald 4,250 - ------------------------------------------------------------ ------------------- MacDougald Family Limited Partnership 793,904 - ------------------------------------------------------------ ------------------- James and Suzanne MacDougald, tenancy by the entireties 420,098 - ------------------------------------------------------------ ------------------- (d) Not Applicable. (e) Each of James MacDougald, Suzanne MacDougald and the MacDougald Family Limited Partnership ceased to be the beneficial owner of more than 5% of the Isssuer's Common Stock on June 7, 1999. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Not Applicable. Item 7. Material to be Filed as Exhibits. Exhibit 1. Agreement to file Schedule 13D jointly. Previously filed as Exhibit 1 to Schedule 13D dated May 7, 1999 and incorporated herein by reference. Exhibit 2. Powers of Attorney for James E. MacDougald, Suzanne M. MacDougald and the MacDougald Family Limited Partnership. 8 Signature - --------- After reasonable inquiry and to the best of his/her or its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: June 16, 1999 * ----------------------------------------------- James E. MacDougald * ----------------------------------------------- Suzanne M. MacDougald MACDOUGALD FAMILY LIMITED PARTNERSHIP By: MacDougald Management, Inc., as the sole general partner By: * ----------------------------------------- James E. MacDougald, President *By: /s/ James P. O'Drobinak James P. O'Drobinak, as attorney-in-fact 9 Amendment No. 1 to Schedule 13D ABR Information Services, Inc. Exhibit Index Exhibit Exhibit 1 - Agreement to file Schedule 13D jointly* Exhibit 2 - Powers of Attorney for James E. MacDougald, Suzanne M. MacDougald and the MacDougald Family Limited Partnership. - -------- * Previously filed 10 EX-2 2 POWER OF ATTORNEY EXHIBIT 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 5% shareholder ofABR Information Services, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 1999. /s/ James E. MacDougald Signature James E. MacDougald 1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 5% shareholder ofABR Information Services, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 1999. MACDOUGALD FAMILY LIMITED PARTNERSHIP By: /s/ James E. MacDougald Signature James E. MacDougald POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James P. O'Drobinak and Todd B. Pfister, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 5% shareholder ofABR Information Services, Inc. (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in accordance with Section 16(a) and Section 13(d), respectively, of the Exchange Act (collectively, "Documents"); and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 1999. /s/ Suzanne M. MacDougald Signature Suzanne M. MacDougald -----END PRIVACY-ENHANCED MESSAGE-----