-----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, DYdhw1A11uCIYaNt1NUv/bvoafVZrGwALzOd+J3Gu4VPQuYKz1GZa4g9EwWspg0A F3Eg8IABW9xCaJsD9520EQ== 0000109758-96-000005.txt : 19960318 0000109758-96-000005.hdr.sgml : 19960318 ACCESSION NUMBER: 0000109758-96-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19960315 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 96535560 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 COMDATA HOLDINGS 401(K) 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 COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN (Full title of the Plan) COMDATA HOLDINGS CORPORATION 5301 Maryland Way Brentwood, Tennessee 37027 (Name and address of principal executive office of the issuer of the securities held pursuant to the Plan) COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1994 AND 1993 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS Statement of Net Assets - December 31, 1994 2 Statement of Net Assets - December 31, 1993 3 Statement of Changes in Net Assets for the Year Ended 4 December 31, 1994 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5 SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes -December 31, 1994 10 Schedule II: Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1994 11 SIGNATURE 12 EXHIBITS Exhibit 23 - Consent of Independent Public Accountant 13 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrator of the Comdata Holdings Corporation 401(K) Retirement Plan: We have audited the accompanying statements of net assets of the COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN as of 31, 1994 and 1993, and the related statement of changes December in net assets for the year ended December 31, 1994. These financial statements and the schedules referred to below are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and schedules 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 of the Plan as of December 31, 1994 and 1993, and the changes in its net assets 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 (Schedule I) and reportable transactions (Schedule II) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits 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. /s/ARTHUR ANDERSON LLP Nashville, Tennessee January 31, 1996 - 1 - COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS DECEMBER 31, 1994 Comdata Equity Money Asset Stock Index Market Management Bond Total Fund Fund Fund Fund Fund Funds ASSETS: Contributions receivable: Employer $ 339,353 $ - $ - $ - $ - $ 339,353 Employee 7,415 10,395 7,048 13,422 5,381 43,661 Accrued investment income 246 27 1,762 46 12 2,093 Total receivables 347,014 10,422 8,810 13,468 5,393 385,107 Investments, at market: Common stock 1,463,312 - - - - 1,463,312 Common funds - equity - 821,227 - 1,533,400 - 2,354,627 Common funds - fixed - - - - 856,994 856,994 Short-term investments 54,156 10,084 369,950 11,475 5,071 450,736 Participant loans 30,260 5,013 55,071 3,470 964 94,778 Total investments 1,547,728 836,324 425,021 1,548,345 863,029 5,220,447 Transfers due (to) from other funds 95,733 (11,087) (5,681) (56,416) (22,549) - Total assets 1,990,475 835,659 428,150 1,505,397 845,873 5,605,554 LIABILITIES: Contributions refundable 42,492 25,911 19,194 66,046 11,059 164,702 Total liabilities 42,492 25,911 19,194 66,046 11,059 164,702 NET ASSETS $1,947,983 $809,748 $408,956 $1,439,351 $834,814 $5,440,852 The accompanying notes are an integral part of this statement. - 2 -
COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS DECEMBER 31, 1993 Comdata Equity Money Asset Stock Index Market Management Bond Total Fund Fund Fund Fund Fund Funds ASSETS: Contributions receivable: Employer $ 156,764 $ - $ - $ - $ - $ 156,764 Employee 4,914 7,608 7,295 11,710 5,160 36,687 Accrued investment income 37 5 627 8 4 681 Total receivables 161,715 7,613 7,922 11,718 5,164 194,132 Investments, at market: Common stock 857,551 - - - - 857,551 Common funds - equity - 575,863 - 1,345,177 - 1,921,040 Common funds - fixed - - - - 838,507 838,507 Short-term investments 16,716 - 223,197 - - 239,913 Participant loans 31,185 614 43,488 2,345 1,336 78,968 Total investments 905,452 576,477 266,685 1,347,522 839,843 3,935,979 Transfers due (to) from other funds - - - - - - Total assets 1,067,167 584,090 274,607 1,359,240 845,007 4,130,111 LIABILITIES: Contributions refundable 20,412 13,350 4,222 24,617 16,078 78,679 Other liabilities 16,710 - - - - 16,710 Total liabilities 37,122 13,350 4,222 24,617 16,078 95,389 NET ASSETS $1,030,045 $ 570,740 $270,385 $1,334,623 $828,929 $4,034,722 The accompanying notes are an integral part of this statement. - 3 -
COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 1994 Comdata Equity Money Asset Stock Index Market Management Bond Total Fund Fund Fund Fund Fund Funds NET ASSETS, beginning of year $1,030,045 $570,740 $270,385 $1,334,623 $828,929 $4,034,722 Additions: Employer contributions 339,353 - - - - 339,353 Employee contributions 135,627 280,972 162,446 299,815 149,602 1,028,462 Total contributions 474,980 280,972 162,446 299,815 149,602 1,367,815 Net gain (loss) on investments 451,794 6,767 - (25,235) (16,989) 416,337 Interest income 1,185 960 13,271 1,499 468 17,383 Other, including transfers in (out) among funds 102,323 7,779 (11,188) (26,032) (74,401) (1,519) Total additions, net 1,030,282 296,478 164,529 250,047 58,680 1,800,016 Deductions: Benefits paid 112,344 57,470 25,958 145,319 52,795 393,886 NET ASSETS, end of year $1,947,983 $809,748 $408,956 $1,439,351 $834,814 $5,440,852 The accompanying notes are an integral part of this statement. - 4 -
COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1994 AND 1993 1. PLAN DESCRIPTION The following description of the Comdata Holdings Corporation 401(k) Retirement Plan (the "Plan") is provided for general purposes only. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. Purpose of the Plan The Plan is a defined contribution plan established January 1, 1988 to provide retirement benefits for employees of Comdata Holdings Corporation (the "Company"). All employees of the Company who are 21 years of age and have completed one year of service, as defined, are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Participants may contribute up to 20% of their annual compensation to the Plan up to a maximum of $9,240 and $8,994 for calendar years 1994 and 1993, respectively. These contributions are considered income tax deferred in accordance with the Internal Revenue Code ("IRC"). Through June 30, 1993, the Company provided a matching contribution equal to 100% of the first $100 of participant contributions and 25% of participant contributions over $100, up to 6% of compensation, as defined. Effective July 1, 1993, the Company matched 100% of the first $100 of participant contributions and 50% of participant contributions over $100, up to 3% of compensation, as defined. Additionally, upon approval of the Company's Board of Directors, the Company may make a discretionary contribution to the Plan which is allocated to participants' accounts based on compensation. As discussed in Note 5, subsequent to the Plan's year-end the Company made a discretionary contribution of $90,000 for the 1994 plan year. No discretionary contribution was made by the Company in 1993. - 5 - Vesting Participants are fully vested in their contributions and the earnings thereon. Vesting in employer contributions begins after one year of service, as defined, at a rate of 20% annually. The participant is fully vested after five years. In the event of death or disability, a participant becomes 100% vested and the balance will be paid to the participant or beneficiary. The non-vested portion of a participant's account is held separately until a break in employment service occurs. If the participant is not rehired at the end of the plan year in which the participant has five consecutive one-year breaks in employment, the non-vested portion of the participant's account is forfeited and used to augment company matching contributions. Benefits Upon termination of service due to death, disability, retirement or termination of employment, participants or their designated beneficiaries may elect to receive an amount equal to the value of the vested interest in their account. Additionally, participants or their designated beneficiaries may withdraw their vested account balances at any time on or after the age of 59 /. Under the Plan, participants may chose among various forms of payment: lump-sum, time period installments or level dollar installments. The installment forms of payment are limited to a twenty year period with periodic payments not less than $50 each. Participant Accounts Individual accounts are maintained for each of the Plan's participants to reflect the participant's contributions and related employer matching contributions as well as the participant's share of the Plan's income. Investment Options Effective July 1, 1993, the Plan changed its investment options from three funds to five funds, all of which are managed by Bankers Trust of New York, the Plan's trustee. Participants may direct their contributions and related earnings into the five investment options in 10% increments and may change their investment elections quarterly. Participants may not direct the investment of employer matching contributions. Under the Plan, employer matching contributions are invested in the Comdata Stock Fund. A description of each investment option is provided on the following page. - 6 - Comdata Stock Fund This fund invests in shares of the Company's common stock which is publicly traded. Equity Index Fund This fund invests principally in a portfolio of common stock constructed and maintained with the objective of providing investment results which approximate the performance of the Standard and Poor's 500 composite stock price index. Money Market Fund This fund invests primarily in income producing short-term investments. Asset Management Fund This fund is comprised of an actively managed, diversified portfolio that invests in three broad categories: equities; money market instruments; and other fixed income obligations. Short and Intermediate This fund invests in a Bond Fund diversified portfolio of foreign and domestic fixed income securities. Loans to Participants Under the Plan, loans to participants may be granted only for reasons of hardship, as defined. The amount borrowed is limited to the lesser of $50,000 or 50% of the participant's vested account balance, with a minimum loan amount of $1,000. Loans are repaid through payroll deductions over periods not to exceed five years. The interest rate is determined by the Plan Administrator based on prevailing market conditions. Therefore, loans made at different times may bear different rates of interest due to changes in commercial interest rates. The average interest rate for participant loans during 1994 and 1993 were approximately 9.3% and 9.0%, respectively. Participant Terminations In 1993, the Company terminated approximately 175 Plan participants. There were no significant terminations of Plan participants during 1994. Trustee The assets of the Plan are administered under the terms of a trust agreement between the Company and Bankers Trust of New York (the "Trustee") effective July 1, 1993. Prior to that date, NationsBank of Tennessee served as trustee of the Plan. - 7 - Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan Agreement to terminate the Plan at any time subject to the provisions of ERISA. In the event the Plan terminates, participants remain vested in their accounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting Financial statements of the Plan are presented on the accrual basis of accounting. Income Recognition Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date. Investment Valuation Cash equivalents are stated at cost which approximates market value while marketable securities are recorded at market value, as established by the Trustee, as of December 31, 1994 and 1993, respectively. Administrative Expenses Administrative expenses of the Plan are paid by the Company and totaled $41,165 and $50,116 for 1994 and 1993, respectively. 3. INVESTMENTS The Trustee holds all of the Plan's investments and executes all transactions therein. The fair market values of assets that represent 5% or more of the Plan's net assets as of December 31, 1994 and 1993 are as follows: 1994 1993 Comdata Holdings Corporation $1,463,312 $ 857,551 BT Pyramid Equity Index Fund 821,227 575,863 BT Pyramid Discretionary Cash Fund 369,950 223,197 BT Pyramid Asset Management Fund 1,533,400 1,345,177 BT Pyramid Short and Intermediate Bond Fund 856,994 838,507 - 8 - 4. TAX STATUS The Plan is qualified under the IRC as exempt from federal income taxes. Effective July 1, 1993, the Plan was restated to incorporate the latest Plan amendments and to conform with the Tax Reform Act of 1986. The Plan, as restated, has received a favorable determination letter dated December 8, 1994. The Plan Administrator and legal counsel believe the Plan, as restated, is designed and is currently being operated in compliance with the applicable requirements of the IRC. 5. SUBSEQUENT EVENTS In February 1995, the Company acquired Trendar Corporation. In connection with the acquisition, all Trendar employees who were participants of the Trendar 401(k) plan, became participants of the Comdata 401(k) plan. Comdata has filed a request with the IRS to transfer all funds which were invested in Trendar's 401(k) plan prior to the acquisition to the Comdata plan. On April 20, 1995, the Company's Board of Directors approved a discretionary employer contribution of $90,000 for the 1994 plan year which was received by the Plan in May 1995. Since the contribution was not approved until after December 31, 1994, it is not reflected in the accompanying financial statements as of December 31, 1994 and for the year then ended. In December 1995, the Company completed its merger with Ceridian Corporation as announced by the Company in August 1995. Pursuant to the terms of the merger, each share of Comdata common stock held by the Plan was exchanged for .57 shares of Ceridian common stock. The Plan's management is unable to determine any additional impact of the merger on the Plan. 6. CERTIFIED INFORMATION As explained in Note 1, effective July 1, 1993 the Plan's funds are maintained by the Banker's Trust of New York. The Plan Administrator has instructed the independent public accountants not to examine the information certified as complete and accurate by Banker's Trust of New York and NationsBank of Tennessee. This certification applies to substantially all Plan assets and transactions for the dates presented. - 9 - SCHEDULE I COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 Description of Investment Identity of Issuer, Including Maturity Current Borrower, Lessor, or Date, Rate of Cost Value Similar Party Interest, Collateral, Par or Maturity Value * Comdata Holdings Common stock, par $1,259,210 $1,463,312 Corporation value $.01 per share * Bankers Trust Common funds - 2,326,296 2,354,627 equity * Bankers Trust Common funds - 852,994 856,994 fixed * Bankers Trust Short-term 450,736 450,736 investments * Various plan Participant loans - participants payable up to five years, interest rates ranging from 7.0% to 11.25% 94,778 94,778 Total assets held for investment purposes $4,984,014 $5,220,447 The accompanying notes are an integral part of this schedule. * Represents a party in interest. - 10 -
SCHEDULE II COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Series of Transactions Involving More Than 5% of Beginning Plan Assets Identity of Issuer, Purchases Sales Borrower, Lessor, or Description of Purchase Selling Cost of Net Similar Party Investment Price Price Assets Gain/Loss * Bankers Trust Common funds - $ 254,473 $ 11,476 $ 9,933 $ 1,543 equity * Bankers Trust Common funds - 324,173 111,032 108,643 2,389 equity * Bankers Trust Short-term 1,397,828 1,176,584 1,176,584 - investments The accompanying notes are an integral part of this schedule. * Represents a party in interest. - 11-
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. COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN Date: March 15, 1996 By: /s/Russ Follis Russ Follis Plan Administrator - 12- -----END PRIVACY-ENHANCED MESSAGE-----