-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YP4chVgllJcdXcUbapbgMullWTJRxSE9JIgf3/f1zZ+wcMuiOYwwigqEATUgUDps Z6vJIgqd6qT+T+ATQ1LyTQ== 0000109758-95-000002.txt : 19950607 0000109758-95-000002.hdr.sgml : 19950607 ACCESSION NUMBER: 0000109758-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950124 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 95502624 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 1995 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-1969 52-0278528 (State of other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 8100 34th Avenue South, Minneapolis, Minnesota 55425 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612-853-8100) (Former name or former address, if changed since last report) Item 5. Other Events. Technology Services and Marketing Agreements with ISSC. In January 1994, Ceridian Corporation (the '' Company'') entered into technology services and marketing agreements with Integrated Systems Solutions Corporation ('' ISSC''), a wholly-owned subsidiary of International Business Machines Corporation ('' IBM''). Under the technology services agreement, whose term extends through December 31, 2004, ISSC will provide centralized computer processing services required by the Company's Employer Services business for payroll processing customers nationwide. All other aspects of the payroll processing business will continue to be directly managed by Ceridian Employer Services, including applications software development and implementation and all production services such as laser printing, distribution and customer service. Annual service charges payable by the Company during the term of the agreement are expected to total approximately $110 million, based on current expectations regarding future system usage, and are subject to cost of living and other adjustments. The Company believes that the technology services agreement with ISSC represents the fastest, most cost-effective and most technologically sound and secure means for the Company to effect its previously disclosed plans to consolidate the data processing portion of its payroll processing activities that are currently conducted in its thirty-one district offices. The other aspects of Employer Services' payroll processing activities, such as the printing of checks and reports, will continue to occur in its district offices. Consolidation of the processing activities is expected to result in significant savings to the Company over the term of the technology services agreement, although the full benefit of such savings is not expected to be realized during the transition from data processing in district offices to processing in the ISSC center. The timing of this transition will principally be determined by the timing of the Company's introduction of its enhanced payroll processing software, which will run in the ISSC center and which is based on the payroll processing software which Tesseract Corporation ('' Tesseract''), acquired by the Company in June 1994, provides to large customers desiring in-house payroll processing. The Company expects that beta testing of the enhanced software with selected new and existing payroll processing customers will begin in mid-1995, that all new customers and additional existing customers will begin utilizing the enhanced software in the first quarter 1996, and that the transition of the remainder of the existing customer base to the enhanced software will begin in mid-1996 and continue for at least eighteen months. Under the marketing agreement, ISSC will remarket Employer Services' payroll services and Tesseract software and services where payroll software and services are required as part of a larger information technology outsourcing project, and Employer Services will jointly market with ISSC its information technology services where a customer requires information technology outsourcing beyond Employer Services' payroll services. Item 5. Other Events (cont.) Announcement of Financial Results for the Quarter and Year Ended December 31, 1994. On January 24, 1995, the Company announced its financial results for the quarter and year ended December 31, 1994. The Company reported fourth quarter 1994 net earnings available to common stockholders of $17.5 million, or $ .37 per fully diluted share of common stock, on revenue of $234.1 million. For the fourth quarter 1993, on a comparable basis, the Company reported a net loss of $62.7 million, which included an $8.4 million extraordinary loss and a $67.0 million net restructuring loss. Apart from these losses, the Company's fourth quarter 1993 earnings were $12.7 million, or $ .29 per common share. For the year 1994, the Company reported net earnings available to common stockholders of $65.6 million, or $ 1.40 per fully diluted share of common stock, on revenue of $916.3 million. In 1993, on a comparable basis, the Company reported a net loss of $30.7 million, or $ .71 per common share, on revenue of $886.1 million. . . Excluding the fourth quarter 1993 restructuring and extraordinary losses, the Company would have reported earnings of $44.7 million, or $1.04 per common share. The Company's consolidated statements of operations for the three and twelve month periods ended December 31, 1993 and 1994, as well as its condensed consolidated balance sheets at December 31, 1993 and 1994 are on the following pages.
CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in millions, Ceridian Corporation except per share data) and Subsidiaries For Periods Ended December 31, Three Months Twelve Months 1994 1993 1994 1993 Revenue Product sales $ 131.0 $ 119.1 $ 515.9 $ 442.0 Services 103.1 107.8 400.4 444.1 Total 234.1 226.9 916.3 886.1 Cost of revenue Product sales 96.8 94.6 401.3 353.1 Services 49.5 60.5 187.2 252.9 Total 146.3 155.1 588.5 606.0 Gross profit 87.8 71.8 327.8 280.1 Operating Expenses Selling, general, and administrative 57.2 47.9 205.5 178.1 Technical expense 13.1 11.4 49.3 48.6 Other expense (income) (2.5) (2.3) (3.2) (3.5) Restructure loss (gain) - 67.0 - 67.0 Earnings (Loss) before interest and taxes 20.0 (52.2) 76.2 (10.1) Interest income 2.8 2.6 10.6 8.3 Interest expense (.4) (4.2) (1.6) (16.4) Earnings (Loss) before income taxes 22.4 (53.8) 85.2 (18.2) Income tax provision 1.6 .2 6.6 3.8 Net earnings (loss) before extraordinary item 20.8 (54.0) 78.6 (22.0) Extraordinary loss - 8.4 - 8.4 Net earnings (loss) $ 20.8 $ (62.4)$ 78.6 $ (30.4) Preferred stock dividends 3.3 .3 13.0 .3 Net earnings (loss) available to common stockholders $ 17.5 $ (62.7)$ 65.6 $ (30.7) Primary earnings (loss) per share $ .38 $ (1.43)$ 1.43 $ (.71) Fully diluted earnings (loss) per share $ .37 $ (1.43)$ 1.40 $ (.71) Weighted average common shares and equivalents outstanding (000's): Primary 46,017 43,844 45,865 43,131 Fully diluted 56,401 43,844 56,249 43,131 CONDENSED CONSOLIDATED BALANCE SHEETS Ceridian Corporation (Dollars in millions) and Subsidiaries December December 1994 1993 Cash and short-term investments $ 171.4 $ 215.8 Receivables 141.4 133.0 Inventories 25.8 30.9 All other assets 351.7 236.0 Total assets $ 690.3 $ 615.7 Debt $ 18.7 $ 19.4 All other liabilities 485.1 485.0 Stockholders' equity 186.5 111.3 Total liabilities and stockholders' equity $ 690.3 $ 615.7
SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CERIDIAN CORPORATION Date: January 24, 1995 By: /S/Loren D. Gross Vice President and Corporate Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----