-----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, nLObRXHe8cmv4WMrbS+auQUULTdp6xByuLb3SRl2V4ive3gZEXojkfoDoFQfW++N RTfM9g/mb7tK9+NV7xO/8g== 0000109758-95-000011.txt : 19950626 0000109758-95-000011.hdr.sgml : 19950626 ACCESSION NUMBER: 0000109758-95-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950623 SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 95548884 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 11-K 1 11-K 12/31/94 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1994 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN (Full title of the Plan) CERIDIAN CORPORATION 8100 34th Avenue South Minneapolis, MN 55425 (Name and address of principal executive office of the issuer of the securities held pursuant to the Plan) Ceridian Corporation Personal Investment Plan Index to Financial Statements, Schedules, and Exhibits Financial Statements Page Number Independent Auditors' Report 2 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1994 4 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1993 5 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1994 6 Notes to Financial Statements - December 31, 1994 and 1993 7-11 Supplemental Schedules Schedule 1 - Item 27a - Schedule of Assets Held for Investment Purposes 12 Schedule 2 - Item 27d - Reportable Transactions 13 Signature 14 Exhibits Exhibit 23 - Consent of Independent Auditors 15 - 1 - INDEPENDENT AUDITORS' REPORT The Board of Directors and the Retirement Committee Ceridian Corporation: We have audited the accompanying statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment Plan (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of complying with the Department of Labor's rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The fund information in the statements of net assets - 2 - available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The schedule of reportable transactions that accompanies the Plan's financial statements does not disclose the number of purchases and sales represented by these transactions. Disclosure of this information, which is not considered material to the financial statements taken as a whole, is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. KPMG Peat Marwick Minneapolis, MN June 7, 1995 - 3 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1994 (Dollars in thousands) Ceridian New Int'l Capital Prime New Equity Small-Cap Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total Investments Ceridian Corporation Common Stock $ 8,535 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 8,535 T. Rowe Price Funds -- 18,544 6,524 2,640 18,681 10,148 1,901 30,715 441 -- 89,594 Loans Receivable from Participants -- -- -- -- -- -- -- -- -- 2,339 2,339 Total Investments 8,535 18,544 6,524 2,640 18,681 10,148 1,901 30,715 441 100,468 2,339 Cash 89 -- -- -- -- -- -- -- -- -- 89 Employer Contributions Receivable 169 294 181 82 319 138 58 425 23 -- 1,689 Net Assets Available for Benefits $ 8,793 $ 18,838 $ 6,705 $ 2,722 $ 19,000 $ 10,286 $ 1,959 $ 31,140 $ 464 $ 2,339 $102,246 See accompanying notes to financial statements. - 4 -
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits With Fund Informati December 31, 1993 (Dollars in thousands) Ceridian New Int'l Capital Prime New Equity Stock Horizons Stock Apprec'n Reserve Income Balanced Income Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total Investments Ceridian Corporation Common Stock $ 5,823 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 5,823 T. Rowe Price Funds -- 17,644 3,995 1,850 19,592 12,546 1,389 29,995 -- 87,011 Loans Receivable from Participants -- -- -- -- -- -- -- -- 2,546 2,546 Total Investments 5,823 17,644 3,995 1,850 19,592 12,546 1,389 29,995 2,546 95,380 Cash 3 -- -- -- -- -- -- -- -- 3 Employer Contributions Receivable 48 143 61 32 145 87 27 232 -- 775 Net Assets Available for Benefits $ 5,874 $17,787 $ 4,056 $ 1,882 $19,737 $12,633 $ 1,416 $30,227 $ 2,546 $96,158 See accompanying notes to financial statements. - 5 -
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1994 (Dollars in thousands) Ceridian New Int'l Capital Prime New Equity Small-Cap Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total Participant Contributions $ 896 $ 1,954 $ 1,045 $ 455 $ 2,370 $ 859 $ 484 $ 2,602 $ 49 $ -- $ 10,714 Employer Contributions 240 446 261 120 507 217 88 653 27 -- 2,559 Net Appreciation (Depreciation) on Fair Market Value of Investments Including Realized Gains (Losses) 2,432 (1,603) (522) (131) -- (1,079) (135) (1,239) (37) -- (2,314) Investment Income Dividends -- 1,631 397 210 670 810 98 2,535 32 -- 6,383 Interest -- -- -- -- -- -- -- -- -- 134 134 Total Additions 3,568 2,428 1,181 654 3,547 807 535 4,551 71 134 17,476 Withdrawals by Participants 741 1,732 773 286 3,057 1,562 146 2,938 -- 153 11,388 Net Increase (Decrease) prior to Interfund Transfers 2,827 696 408 368 490 (755) 389 1,613 71 (19) 6,088 Interfund Transfers 92 355 2,241 472 (1,227) (1,592) 154 (700) 393 (188) -- Increase (Decrease) in Net Assets Available for Benefits 2,919 1,051 2,649 840 (737) (2,347) 543 913 464 (207) 6,088 Net Assets Available for Benefits: Beginning of Year 5,874 17,787 4,056 1,882 19,737 12,633 1,416 30,227 -- 2,546 96,158 End of Year $ 8,793 $18,838 $ 6,705 $ 2,722 $19,000 $10,286 $ 1,959 $31,140 $ 464 $2,339 $102,246 See accompanying notes to financial statements. - 6 -
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. (b) Custodian of Investments Under the terms of a trust agreement between T. Rowe Price Trust Company (the "Trustee") and Ceridian Corporation (the "Company"), the Trustee holds, manages, and invests contributions to the Ceridian Corporation Personal Investment Plan (the "Plan") and income therefrom in funds selected by the Company's Retirement Committee to the extent directed by participants in the Plan. The Trustee carries its own banker's blanket bond in excess of $50,000,000 insuring against losses caused, among other things, by dishonesty of employees, burglary, robbery, misplacement, forgery and counterfeit money. (c) Investments Investments are stated at their approximate fair market value. Investments in the Company's common stock are valued at prices published in the New York Stock Exchange Composite Transaction listing. Investments in mutual funds are valued using daily net asset value calculations performed by the funds and published by the National Association of Securities Dealers. Loans receivable from participants are valued at principal amount plus accrued interest which approximates fair value. Net realized gains or losses are recognized by the Plan upon the sale of its investments or portions thereof on the basis of average cost to each investment program. Purchases and sales of securities are recorded on a trade date basis. (d) Costs and Expenses All costs and expenses of administering the Plan are paid by the Company and adopting affiliates. - 7 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (2) Description of the Plan The Plan is a defined contribution plan, qualified under Section 401(a) of the Internal Revenue Code, which includes provisions under Section 401(k) allowing eligible participants to direct the employer to contribute a portion of the employee's compensation to the plan on a pre-tax basis through payroll deductions. Through 1994, participation has been limited to substantially all December Company employees who are U.S. citizens or resident aliens paid under the U.S. domestic payroll system and have completed 900 hours of service within a twelve month eligibility period. The Plan is administered by the Retirement Committee of Ceridian Corporation (the "Company"), which is appointed by the Chief Executive Officer of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). (3) Participant Accounts and Vesting The Trustee maintains an account for each participant, including participant directed allocations to each investment fund. Each participant's account is credited with the participant's contribution and allocations of any Company contribution and Plan earnings, less loans and withdrawals, based on the direction of the participant. Participants are immediately vested in their contributions and Company contributions, plus actual earnings thereon; therefore, there are no forfeitures. (4) Contributions Participants may direct the Company to contribute to the Plan on their behalf through payroll deduction from 1% to 17% of their compensation in any pay period, subject to certain limitations. During 1994, the Plan limited payroll deduction contributions on behalf of highly compensated participants to 6% of their compensation in any pay period prior to July 1, 1994, and to 8% of the compensation thereafter. No participant may make salary deferral contributions to the Plan from pay in excess of $150,000. The Internal Revenue Code limited the total participant contribution during the 1994 Plan year to $9,240. In addition, for 1994, the Company made basic monthly matching contributions totalling $870,000 and declared a year-end performance matching contribution of $1,689,000. The basic monthly matching contributions were determined on the basis of 25% of the participant directed contribution, up to a maximum of 3% of compensation in each pay period and required the satisfaction of no performance objective. The year-end performance matching contribution resulted from the achievement of certain Company economic performance criteria and amounted to 50% of the participant-directed contribution during 1994, up to a maximum of 3% of compensation, for participants who were employees on December 31, 1994. - 8 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (5) Withdrawals Participants, who are still employed by the Company, may only withdraw from their account for "financial hardship," as defined by federal regulations, for total disability, or if the participant is 59 1/2 years old. Withdrawals are also permitted pursuant to a qualified domestic relations order or in the event of termination of employment, retirement or death. (6) Loans Participants may borrow up to 50 percent of their before-tax account balance. Any loan must be in a multiple of $100, at least $1,000, and not more than $50,000 less the amount of the highest loan balance outstanding during the 12-month period that ends the day before the loan is made. Participants may not have more than two short-term (maturity of five years or less) loans and one long-term (maturity over five and not to exceed ten years) loan outstanding. The interest rate is set by the Plan administrator and is based on the prime interest rates charged by major national banks. Each loan is approved by the Plan administrator or a delegate, and the Plan Trustee maintains a loan receivable account for any participant with an outstanding loan. (7) Subsequent Event During 1994, the Plan was amended, effective January 1, 1995, to require that a participant in the Plan also be a participant in one of the qualified defined benefit pension plans maintained by the Company. The Company concurrently established a new defined contribution plan for the benefit of employees who do not participate in the Company's defined benefit plans. - 9 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (8) Description of Investment Programs The participant may direct contributions, in multiples of ten percent, to any or all of the funds: Ceridian Stock Fund - Funds are invested in common stock of (a) Ceridian Corporation. Funds representing fractional shares remain in cash or short-term accounts. (b) New Horizons Fund - This is a T. Rowe Price mutual fund which primarily invests in common stock of emerging growth companies to seek long-term growth of capital. International Stock Fund - This is a T. Rowe Price mutual fund (c) which invests in stocks and bonds of established non-U.S. issuers for long-term growth of capital and income. Capital Appreciation Fund - This is a T. Rowe Price mutual fund (d) which invests primarily in common stocks and related securities to maximize capital appreciation. Prime Reserve Fund - This is a T. Rowe Price money market (e) mutual fund. New Income Fund - This is a T. Rowe Price mutual fund which (f) invests in investment-grade corporate and government debt securities to provide the highest level of income over time, consistent with preservation of capital. Balanced Fund - This is a T. Rowe Price (g) mutual fund which invests in a diversified portfolio of common stocks and bonds to provide current income, capital appreciation, and preservation of capital. (h) Equity Income Fund - This is a T. Rowe Price mutual fund which invests primarily in dividend paying common stocks to provide growth of share value and high dividend income. Small-Cap Value Fund - This is a T. (I) Rowe Price mutual fund which seeks long-term growth of capital by investing in common stock of small U.S. companies which appear to be undervalued. - 10 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (9) Number of Participants The number of participants in each investment program as of December 31, 1994 and 1993 is as follows: 1994 1993 Ceridian Stock Fund 2,069 2,141 New Horizons Fund 1,962 1,953 International Stock Fund 1,190 715 Capital Appreciation Fund 622 474 Prime Reserve Fund 2,312 2,529 New Income Fund 1,366 1,667 Balanced Fund 516 418 Equity Income Fund 2,491 2,624 Small-Cap Value Fund 148 - The total number of participants in the Plan is less than the sum of the number of participants shown above because many were participating in more than one of the funds. (10) Income Tax Status The Plan has received a favorable determination letter of tax qualification dated March 7, 1984, from the Internal Revenue Service. The Plan administrator believes the Plan, subsequently amended, continues to qualify under the provisions of Section 401(a) of the Internal Revenue Code, and the trust established thereunder is thereby exempt from federal income taxes under Section 501(a) of the Code. Contributions to the Plan will not be included in the participant's taxable income for federal and, in most states, state income tax purposes until distributed or withdrawn. Each participant's portion of earnings from the investments made with contributions under the Plan, generally are not taxable until distributed or withdrawn. (11) Party-in-interest T. Rowe Price Trust Company, as Trustee, is a party-in-interest with respect to the Plan. In the opinion of the Trustee, transactions between the Plan and the Trustee are exempt from being considered as prohibited transaction under ERISA section 408(b). - 11 - Schedule 1 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1994 (Dollars in thousands) Description Shares or Fair Market Face Value Cost Value Ceridian Stock Fund Ceridian Corporation Common Stock* 317,581 $ 5,728 $ 8,535 T. Rowe Price Mutual Funds** New Horizons Fund 1,256,374 18,533 18,544 International Stock Fund 576,345 6,632 6,524 Capital Appreciation Fund 218,175 2,691 2,640 Prime Reserve Fund 18,680,528 18,681 18,681 New Income Fund 1,209,484 10,613 10,148 Balanced Fund 170,675 1,969 1,901 Equity Income Fund 1,922,095 29,254 30,715 Small-Cap Value Fund 32,946 478 441 Loan Fund Loans Receivable from Participants --- 2,339 2,339 (Range of interest rates 5.8% to 11.5%) $ 96,918 $100,468 *Represents party-in-interest. **The Plan invests in T. Rowe Price mutual funds through T. Rowe Price Trust Company, which is a party-in-interest. See Independent Auditors' Report - 12 -
Schedule 2 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27d - Reportable Transactions Series of Transactions in the Same Security Exceeding 5% of Plan Assets at the Beginning of the Plan Year Year Ended December 31, 1994 Identity of Party Total Total Involved/ Dollar Value Dollar Value Net Gain Description of Asset of Purchases of Sales or (Loss) T. Rowe Price New Horizons Fund* $ 6,220,659 $ 3,717,326 $ 89,490 T. Rowe Price Prime Reserve Fund* 7,248,456 8,160,257 --- T. Rowe Price Equity Income Fund* 7,136,484 5,177,261 371,261 T. Rowe Price New Income Fund* 2,327,518 3,646,200 (27,462) T. Rowe Price International Stock Fund* 5,094,003 2,042,824 126,682 Note: The number of purchases and sales represented by these reportable transactions is not available from the Plan's trustee. *Since these transactions are with T. Rowe Price Trust Company, the Plan's trustee, they are with a party-in-interest. See Independent Auditors' Report
- 13 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Date: June 22, 1995 By: /s/John A. Haveman John A. Haveman Secretary for the Ceridian Corporation Retirement Committee - 14 - EX-23 2 EX-23 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and the Retirement Committee Ceridian Corporation: We consent to incorporation by reference in the registration statements (No. 33-56833, 33-15920, No. 2-81865, and No. 2-93345) on Form S-8 of Ceridian Corporation of our report dated June 7, 1995, relating to the statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment Plan as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits with fund information and related supplemental schedules for the year ended December 31, 1994 which report appears elsewhere in this December 1994 annual report on Form 11-K of the Ceridian Corporation 31, Personal Investment Plan. KPMG Peat Marwick Minneapolis, Minnesota June 7, 1995 - 15 - -----END PRIVACY-ENHANCED MESSAGE-----