ROSELAND, N.J. - Automatic Data Processing Inc., the nation's top payroll processor, said it will pay $460 million in cash for the shares of GSI, a Paris-based payroll services company.

In a written release, Josh S. Weston, ADP's chairman and chief executive, said the pending acquisition will make ADP the "largest global provider of payroll and human resources services."

GSI, with over 3,000 employees and $400 million in revenue, operates in the United Kingdom, Germany, Italy, Spain, and Switzerland.

ADP had $3 billion in revenue last year. It provides 350,000 corporate and banking clients with payroll services and cash management software.

A privately held company, ADP also owns a $39 million-asset savings bank in Allentown, Pa.

The GSI deal, subject to regulatory approvals from several European governments, is expected to close before the end of the calendar year

Fred Anderson, ADP's chief financial officer, said the deal was a part of ADP's long-range plan to expand operations overseas. He said ADP's employer-related services extend to the U.K. and Netherlands.

"We've also done four or five acquisitions over the last three years in our dealer services and brokerage services businesses in Europe," Mr. Anderson said.

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