-----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, RsWGrygkrVKaR2wp0fbUoBT3rdNzCQoLRIGZPDu0dLxpm3e1JFk1a29vpxqbXIoG GYDoVHhOiafDTEsFcBGOlw== 0000109758-96-000016.txt : 19960715 0000109758-96-000016.hdr.sgml : 19960715 ACCESSION NUMBER: 0000109758-96-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960712 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: 96594215 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 COMDATA 11-K 12/31/95 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, 1995 COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT 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) COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT 1 INDEPENDENT PUBLIC ACCOUNTANTS' REPORT 2 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1995 3 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1994 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1995 5 NOTES TO FINANCIAL STATEMENTS 6 SUPPLEMENTAL SCHEDULES Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes-December 31, 1995 11 Schedule II: Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 12 SIGNATURE 13 EXHIBITS Exhibit Index 14 Exhibit 23.01 - Consent of Independent Auditors 15 Exhibit 23.02 - Consent of Independent Public Accountants 16 INDEPENDENT AUDITORS' REPORT The Plan Administrator and the Board of Directors of Comdata Holdings Corporation: We have audited the accompanying statement of net assets available for benefits with fund information of the Comdata Holdings Corporation 401(K) Savings and Retirement Plan (the "Plan") as of December 31, 1995, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1995. 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the 1995 financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 1995, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was 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 1995 statement of net assets available for benefits and the 1995 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 1995 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. /s/KPMG Peat Marwick Minneapolis, Minnesota July 11, 1996 - 1 - REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrator of the Comdata Holdings Corporation 401(K) Retirement Plan: We have audited the accompanying statement of net assets available for benefits with fund information of the COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN as of December 31, 1994. This financial statement is the responsibility of the Plan Administrator. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the statement of net assets available for benefits with fund information referred to above, presents fairly, in all material respects, the net assets of the Plan as of December 31, 1994, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statement taken as a whole. The fund information in the statement of net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits for each fund. The fund information has been subjected to the auditing procedures applied in the audit of the basic financial statement and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statement taken as a whole. /s/Arthur Andersen LLP Nashville, Tennessee July 10, 1996 - 2 - COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995 Money Asset Equity Market Management Bond Loan Total Stock Fund Index Fund Fund Fund Fund Fund Funds Investments Ceridian Corporation Common Stock $4,435,018 $ -- $ -- $ -- $ -- $ -- $4,435,018 Bankers Trust Funds 1,404,962 492,755 1,577,211 924,953 4,399,881 Loans Receivable from Participants 112,672 112,672 Total Investments 4,435,018 1,404,962 492,755 1,577,211 924,953 112,672 8,947,571 Receivables Employer Contributions 16,160 16,160 Employee Contributions 8,304 14,640 3,885 13,206 4,710 44,745 Total Receivables 24,464 14,640 3,885 13,206 4,710 -- 60,905 Total Assets 4,459,482 1,419,602 496,640 1,590,417 929,663 112,672 9,008,476 Employee Contributions Refundable (109,825) (74,980) (14,790) (43,877) (13,479) (256,951) Net Assets Available for Benefits $4,349,657 $1,344,622 $ 481,850 $1,546,540 $916,184 $112,672 $8,751,525 See accompanying notes to financial statements. - 3 -
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1994 Equity Money Asset Index Market Management Bond Loan Total Stock Fund Fund Fund Fund Fund Fund Funds Investments Comdata Corporation Common Stock $1,517,714 $ -- $ -- $ -- $ -- $ -- $1,517,714 Bankers Trust Funds 831,338 371,712 1,544,921 862,077 3,610,048 Loans Receivable from Participants 94,778 94,778 Total Investments 1,517,714 831,338 371,712 1,544,921 862,077 94,778 5,222,540 Receivables Employer Contributions 339,353 339,353 Employee Contributions 7,415 10,395 7,048 13,422 5,381 43,661 Total Receivables 346,768 10,395 7,048 13,422 5,381 383,014 Total Assets 1,864,482 841,733 378,760 1,558,343 867,458 94,778 5,605,554 Employee Contributions Refundable (42,492) (25,911) (19,194) (66,046) (11,059) (164,702) Transfers Due (To) From Other Funds 95,733 (11,087) (5,681) (56,416) (22,549) -- Net Assets Available for Benefits $1,917,723 $804,735 $353,885 $1,435,881 $833,850 $94,778 $5,440,852 See accompanying notes to financial statements. - 4 -
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Money Asset Equity Market Management Bond Loan Total Stock Fund Index Fund Fund Fund Fund Fund Funds Participant Contributions $ 97,553 $ 278,298 $127,066 $ 310,113 $129,353 $ $ 942,383 Employer Contributions 406,160 406,160 Net Change in Fair Value Including Realized Gain (Loss) 2,253,849 351,900 344,247 130,676 3,080,672 Investment Income 3,028 192 22,494 199 143 3,935 29,991 Total Additions 2,760,590 630,390 149,560 654,559 260,172 3,935 4,459,206 Withdrawals by Participants 445,777 166,815 55,105 411,279 167,052 1,246,028 Net Increase Prior to Transfers 2,314,813 463,575 94,455 243,280 93,120 3,935 3,213,178 Net Transfers From Other Plans 20,109 8,346 46,861 16,949 5,230 97,495 Interfund Transfers 97,012 67,966 (13,351) (149,570) (16,016) 13,959 -- Increase in Net Assets Available for Benefits 2,431,934 539,887 127,965 110,659 82,334 17,894 3,310,673 Net Assets Available for Benefits: Beginning of Year 1,917,723 804,735 353,885 1,435,881 833,850 94,778 5,440,852 End of Year $4,349,657 $1,344,622 $481,850 $1,546,540 $916,184 $112,672 $8,751,525 See accompanying notes to financial statements. - 5 -
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 1. PLAN DESCRIPTION The following description of the Comdata Holdings Corporation 401(K) Savings and 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 ("Comdata") and its U.S. subsidiaries (collectively, 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 for calendar years 1995 and 1994. These contributions are considered income tax deferred in accordance with the Internal Revenue Code ("IRC"). The Company provides a matching contribution equal to 100% of the first $100 of participant contributions and 50% of participant contributions over $100, up to 3% of compensation, as defined. Additionally, the Company may make a discretionary contribution to the Plan on behalf of each participant who has been credited with at least 1,000 hours of employment during the most recent plan year and was employed by the Company on the last day of that plan year in an amount not to exceed the percentage of such participant's compensation as may be approved by the Company's Board of Directors. The Board approved and the Company made a discretionary contribution of $90,000 in 1995 for the 1994 plan year. - 6 - 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 1/2. Under the Plan, participants may chose among various forms of payment: lump-sum (in cash and/or stock), 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 The Plan provides five investment options, one of which is an employer Stock Fund and the other four bank pooled funds, which are managed by Bankers Trust of New York. Participants may direct their contributions and related earnings into the five investment options in 10% increments and may change their investment elections quarterly. As a result of the acquisition of Comdata by Ceridian Corporation ("Ceridian") on December 12, 1995, the shares of Comdata common stock held in the Stock Fund on that date were converted to shares of Ceridian common stock at the exchange ratio of 0.57 of a share of Ceridian stock for each share of Comdata stock. All contributions to the Stock Fund subsequent to this date have been invested in Ceridian common stock. Under the Plan, employer matching contributions are invested only in the Stock Fund. Participants may not direct the investment of employer matching contributions. A description of each investment option is provided on the following page. - 7 - Stock Fund This fund invests in shares of Ceridian common stock. 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. Bond Fund This fund invests in a 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. Trustee The assets of the Plan are administered under the terms of a trust agreement between Comdata and Bankers Trust of New York (the "Trustee"). Plan Termination Although it has not expressed any intent to do so, Comdata 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 become vested in their accounts. - 8 - 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting and Use of Estimates Financial statements of the Plan are presented on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Changes in Presentation Prior year amounts have been reclassified to conform to the current year presentation. 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. Administrative Expenses Administrative expenses of the Plan are paid by the Company. 3. INVESTMENTS The Trustee holds all of the Plan's investments and executes all transactions therein. Purchases and sales of securities are recorded on a trade date basis. The fair market values of assets that represent 5% or more of the Plan's net assets as of December 31, 1995 and 1994 are as follows: 1995 1994 Ceridian Corporation Common Stock $4,435,018 $ -- Comdata Holdings Corporation -- 1,517,714 Common Stock Equity Index Fund 1,404,962 831,338 Money Market Fund 492,755 371,712 Asset Management Fund 1,577,211 1,544,921 Bond Fund 924,953 862,077 - 9 - 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. NUMBER OF PARTICIPANTS The number of participants in each investment program as of December 31, 1995 is as follows: 1995 Stock Fund 822 Equity Index Fund 573 Money Market Fund 334 Asset Management Fund 650 Bond Fund 466 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. 6. PARTY-IN-INTEREST Bankers Trust of New York, 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 transactions under ERISA section 408(b). - 10 - SCHEDULE I COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Description of Investment Including Maturity Date, Rate Identity of Issuer, of Interest, Borrower, Lessor, or Collateral, Par or Current Similar Party Maturity Value Cost Value * Ceridian Corporation Common stock $2,153,172 $4,435,018 * Bankers Trust Equity Index Fund 1,056,882 1,404,962 * Bankers Trust Money Market Fund 492,755 492,755 * Bankers Trust Asset Management 1,305,473 1,577,211 Fund * Bankers Trust Bond Fund 811,438 924,953 * Various plan Participant loans - participants payable up to five years, interest rates ranging from 7.0% to 11.5% 112,672 112,672 Total assets held for investment purposes $5,932,392 $8,947,571 * Represents a party-in-interest. See Independent Auditors' Report. - 11 - Schedule II COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN ITEM 27d - SCHEDULE OF 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, 1995 Identity of Party Total Total Involved/ Dollar Value Dollar Value Net Gain Description of Asset of Purchases of Sales or (Loss) BT Pyramid Equity Index Fund* $ 419,581 $ 192,797 $ 36,929 (Equity Index Fund) BT Pyramid Asset Management Fund* 333,671 637,608 67,733 (Asset Management Fund) BT Pyramid Short & Intermediate 165,334 229,084 21,301 Term Bond Fund* (Bond Fund) BT Pyramid Discretionary Cash Fund* 2,257,549 2,074,416 -- (All Funds) Company Stock Fund* 1,023,262 321,026 135,895 *Since these transactions are with Bankers Trust of New York, the Plan's trustee, they are with a party-in-interest. See Independent Auditors' Report
- 12 - 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) SAVINGS AND RETIREMENT PLAN By: Comdata Holdings Corporation, Plan Administrator Date: July 12, 1996 By: /s/Russ Follis Russ Follis Senior Vice President, Human Resources and Administration - 13 - EXHIBIT INDEX Exhibit Description Code 23.01 Consent of Independent Auditors E 23.02 Consent of Independent Public Accountants E Legend:(E) Electronic Filing (IBR) Incorporated by reference from previous filing - 14 - EX-23.01 2 EX-23.01 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.01 CONSENT OF INDEPENDENT AUDITORS The Plan Administrator and the Board of Directors of Comdata Holdings Corporation: We consent to incorporation by reference in the registration statement (No. 333-01793) on Form S-8 of Ceridian Corporation of our report dated July 11, 1996, relating to the statement of net assets available for benefits with fund information of the Comdata Holdings Corporation 401(K) Savings and Retirement Plan as of December 31, 1995, 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, 1995 which report appears elsewhere in this December 31, 1995 annual report on Form 11-K of the Comdata Holdings Corporation 401(K) Savings and Retirement Plan. /s/KPMG Peat Marwick Minneapolis, Minnesota July 11, 1996 - 15 - EX-23.02 3 EX-23.02 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.02 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated January 31, 1996, relating to the statement of net assets of the Comdata Holdings Corporation 401(k) Savings and Retirement Plan as of December 31, 1994 included in this annual report on Form 11-K for the year ended December 31, 1995, and to its incorporation into Ceridian Corporation's previously filed Registration Statement on Form S-8 (File No. 333-01793). /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Nashville, Tennessee July 10, 1996 - 16 - -----END PRIVACY-ENHANCED MESSAGE-----