-----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, O/tQw3pxORSHIfHriwDEc7Z+cVivS/vZqnuRza95fwpJ/g8lvTPlnns94ab+AwcU qW+28KTGELvqIsr0R90WTg== 0000109758-97-000008.txt : 19970627 0000109758-97-000008.hdr.sgml : 19970627 ACCESSION NUMBER: 0000109758-97-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] 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: 97630062 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 PIP 11-K 12/31/96 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 1996 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, 1996 3 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1995 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1996 5 Notes to Financial Statements - December 31, 1996 and 1995 6-10 Supplemental Schedules Schedule 1 - Item 27a - Schedule of Assets Held for Investment Purposes 11 Schedule 2 - Item 27d - Reportable Transactions 12 Signature 13 Exhibits Exhibit Index 14 Exhibit 23 - Consent of Independent Auditors 15 - 1 - INDEPENDENT AUDITORS' REPORT The Board of Directors and the Retirement Committee of 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, 1996 and 1995, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our 1996 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 statements of net assets 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. /s/KPMG Peat Marwick LLP May 19, 1997 - 2 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1996 (Dollars in thousands) Summit Ceridian New Int'l Capital New Equity Small-Cap Cash Stock Horizons Stock Apprec. Income Balanced Income Value Reserve Loan Total Investments Ceridian Corporation Common Stock $ 10,685 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 10,685 T. Rowe Price Funds -- 36,219 9,656 4,839 10,819 4,416 50,843 3,508 19,378 -- 139,678 Loans Receivable from Participants -- -- -- -- -- -- -- -- -- 2,478 2,478 Total Investments 10,685 36,219 9,656 4,839 10,819 4,416 50,843 3,508 19,378 2,478 152,841 Cash 87 -- -- -- -- -- -- -- -- -- 87 Employer Contributions Receivable 117 330 148 85 96 69 430 76 247 -- 1,598 Net Assets Available for Benefits $ 10,889 $36,549 $9,804 $ 4,924 $10,915 $ 4,485 $51,273 $ 3,584 $19,625 $2,478 $154,526 See accompanying notes to financial statements.
- 3 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1995 (Dollars in thousands) Ceridian New Int'l Capital Prime New Equity Small-Cap Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan Total Investments Ceridian Corporation Common Stock $ 11,944 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 11,944 T. Rowe Price Funds -- 29,565 6,612 3,681 18,998 11,384 2,973 41,079 1,544 -- 115,836 Loans Receivable from Participants -- -- -- -- -- -- -- -- -- 2,134 2,134 Total Investments 11,944 29,565 6,612 3,681 18,998 11,384 2,973 41,079 1,544 2,134 129,914 Cash 90 -- -- -- -- -- -- -- -- -- 90 Employer Contributions Receivable 156 309 127 76 265 114 61 403 44 -- 1,555 Net Assets Available for Benefits $ 12,190 $ 29,874 $6,739 $3,757 $19,263 $11,498 $3,034 $41,482 $ 1,588 $2,134 $131,559 See accompanying notes to financial statements.
- 4 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1996 (Dollars in thousands) Small- Summit Ceridian New Int'l Capital Prime New Equity Cap Cash Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Reserve Loan Total Participant Contributions $ 817 $ 2,007 $ 836 $ 518 $ -- $ 613 $ 392 $ 2,657 $ 339 $ 1,671 $ -- $ 9,850 Employer Contributions 200 503 219 130 -- 152 103 648 107 398 -- 2,460 Net Change in Fair Value Including Realized Gain (Loss) 64 1,863 950 210 -- (486) 362 5,372 384 -- -- 8,719 Investment Income Dividends -- 3,303 255 451 3 727 184 3,198 171 958 -- 9,250 Interest -- -- -- -- -- -- -- -- -- -- 165 165 Total Additions 1,081 7,676 2,260 1,309 3 1,006 1,041 11,875 1,001 3,027 165 30,444 Withdrawals by Participants 555 1,537 463 180 -- 393 163 2,410 136 1,825 99 7,761 Net Increase (Decrease) prior to Transfers 526 6,139 1,797 1,129 3 613 878 9,465 865 1,202 66 22,683 Net Transfers (to) from Other Plans -- 242 (116) (31) -- (43) 473 (239) (11) 15 (6) 284 Interfund Transfers (1,827) 294 1,384 69 (19,266) (1,153) 100 565 1,142 18,408 284 -- Increase (Decrease) in Net Assets Available for Benefits (1,301) 6,675 3,065 1,167 (19,263) (583) 1,451 9,791 1,996 19,625 344 22,967 Net Assets Available for Benefits: Beginning of Year 12,190 29,874 6,739 3,757 19,263 11,498 3,034 41,482 1,588 -- 2,134 131,559 End of Year $10,889 $36,549 $9,804 $4,924 $ -- $10,915 $ 4,485 $51,273 $3,584 $19,625 $2,478 $154,526 See accompanying notes to financial statements.
- 5 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1996 and 1995 (1) Summary of Significant Accounting Policies (a) Basis of Presentation and Use of Estimates The accompanying financial statements of the Ceridian Corporation Personal Investment Plan (the "Plan") have been prepared 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. (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 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 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 affiliated companies which have adopted the Plan ("Adopting Affiliates"). - 6 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1996 and 1995 (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 an eligible participant to direct the employer to contribute a portion of the participant's compensation to the Plan on a pre-tax basis through payroll deductions. Since January 1, 1995, only those employees of the Company and Adopting Affiliates who are U.S. citizens or resident aliens paid under the U.S. domestic payroll system, have completed 900 hours of service within a twelve month eligibility period, and participate in one of the Company's qualified defined benefit pension plans are eligible to participate in the Plan. The Plan is administered by the Retirement Committee of 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 employer contribution and Plan earnings, less loans and withdrawals, based on the direction of the participant. Participants are immediately vested in their contributions and employer contributions, plus actual earnings thereon; therefore, there are no forfeitures. (4) Contributions Participants may direct their employer 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. The Plan administrator, in accordance with the terms of the Plan, limited payroll deduction contributions on behalf of highly compensated participants to 8% of their compensation during 1995 and 1996. The Internal Revenue Code limited the total salary deferral contributions of any participant during the 1996 Plan year to $9,500, and provided that no participant may make salary deferral contributions to the Plan from pay in excess of $150,000. These amounts are subject to periodic adjustment for increases in the cost of living in accordance with Treasury regulations. In addition, for 1996, the Company and Adopting Affiliates made basic monthly matching contributions totaling $862,000 and declared a year-end performance matching contribution of $1,598,000. - 7 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1996 and 1995 The basic monthly matching contributions in 1996 were determined on the basis of 25% of a participant's salary deferral contributions, up to a maximum of 3% of compensation, and required the satisfaction of no performance criteria. The year-end performance matching contribution resulted from the achievement of certain Company economic performance criteria and amounted to 50% of a participant's salary deferral contributions during 1996, up to a maximum of 3% of compensation, for participants who were employees on December 31, 1996. (5) Withdrawals Participants who are still employed by the Company or one of its Adopting Affiliates may only withdraw from their Plan 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 salary deferral contributions and investment earnings on those contributions. Any loan must be in a multiple of $100, be at least $1,000, and not be 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. - 8 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1996 and 1995 (7) Description of Investment Programs The participant may direct contributions, in multiples of one percent, to any or all of the funds: (a) Ceridian Stock Fund - Funds are invested in common stock of 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 invests primarily in common stocks of small, rapidly growing companies to seek long-term growth of capital. (c) International Stock Fund - This is a T. Rowe Price mutual fund which invests primarily in equity and equity-related securities of established non-U.S. companies for long-term growth of capital and income. (d) Capital Appreciation Fund - This is a T. Rowe Price mutual fund which invests primarily in common stocks and related securities of established companies that are considered undervalued to maximize long-term capital appreciation. (e) New Income Fund - This is a T. Rowe Price mutual fund which invests primarily in income-producing, investment-grade corporate and government debt securities to provide a high level of income over time, consistent with preservation of capital. (f) Balanced Fund - This is a T. Rowe Price mutual fund which invests primarily in a diversified portfolio of common stocks and bonds to provide long-term capital appreciation combined with income. (g) Equity Income Fund - This is a T. Rowe Price mutual fund which invests primarily in dividend paying common stocks, particularly of established companies, to provide high dividend income and long-term capital appreciation. (h) Small-Cap Value Fund - This is a T. Rowe Price mutual fund which invests primarily in small capitalization stocks that appear undervalued by various measures to provide long-term capital appreciation. (i) Summit Cash Reserve Fund - This is a T. Rowe Price money market fund which invests primarily in high quality, money market securities to provide preservation of capital, liquidity and high current income. - 9 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1996 and 1995 (8) Number of Participants The number of participants in each investment program as of December 31, 1996 and 1995 is as follows: 1996 1995 Ceridian Stock Fund 1,727 1,885 New Horizons Fund 1,927 1,827 International Stock Fund 1,057 959 Capital Appreciation Fund 638 607 Prime Reserve Fund -- 1,863 New Income Fund 1,050 1,188 Balanced Fund 572 507 Equity Income Fund 2,241 2,241 Small-Cap Value Fund 473 289 Summit Cash Reserve Fund 1,683 --
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. (9) Income Tax Status The Plan received a favorable determination letter regarding the Plan's tax qualification dated September 7, 1995 from the Internal Revenue Service stating that the Plan continues to qualify under the provisions of Section 401(a) of the Internal Revenue Code, and that 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. (10) 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 transactions under ERISA section 408(b). - 10 - Schedule 1 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 (Dollars in thousands) Shares or Fair Market Description Face Value Cost Value Ceridian Stock Fund Ceridian Corporation* Common Stock 263,834 $ 6,700 $ 10,685 T. Rowe Price Mutual Funds** New Horizons Fund 1,663,721 28,563 36,219 International Stock Fund 699,731 8,458 9,656 Capital Appreciation Fund 334,376 4,453 4,839 New Income Fund 1,217,009 10,717 10,819 Balanced Fund 304,981 3,815 4,416 Equity Income Fund 2,255,666 37,750 50,843 Small-Cap Value Fund 179,327 3,085 3,508 Summit Cash Reserve Fund 19,378,230 19,378 19,378 Loan Fund Loans Receivable from Participants --- 2,478 2,478 (Range of interest rates 5.8% to 10.0%) $125,397 $152,841 *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
- 11 - 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, 1996 Identity of Party Total Total Involved/ Dollar Value Dollar Value Net Gain Description of Asset of Purchases of Sales or (Loss) Ceridian Stock Fund* $ 2,536,206 $ 3,798,984 $1,587,678 T. Rowe Price New Horizons Fund* 7,882,233 3,068,092 770,127 T. Rowe Price Equity Income Fund* 8,053,110 3,641,752 882,714 T. Rowe Price Summit Cash Reserves Fund* 24,338,887 4,958,194 -- T. Rowe Price Prime Reserve Fund* 86,040 19,084,480 -- *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 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 26, 1997 By: /s/ John A. Haveman John A. Haveman Secretary for and Member of the Ceridian Corporation Retirement Committee - 13 - EXHIBIT INDEX Exhibit Description Code 23 Consent of Independent Auditors E 99.1 Ceridian Corporation Personal Investment Plan 1995 Revision (incorporated by reference to Exhibit 99 to the Ceridian Corporation Personal Investment Plan Annual Report on Form 11-K for the year ended December 31, 1995) IBR 99.2 Ceridian Corporation Personal Investment Plan 1995 Revision - Fourth Declaration of Amendment E 99.3 Ceridian Corporation Personal Investment Plan 1995 Revision - Fifth Declaration of Amendment E 99.4 Ceridian Corporation Personal Investment Plan 1995 Revision - Sixth Declaration of Amendment E 99.5 Ceridian Corporation Personal Investment Plan 1995 Revision - Seventh Declaration of Amendment E Legend: (E) Electronic Filing (IBR) Incorporated by reference from previous filing - 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 May 19, 1997, relating to the statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment Plan as of December 31, 1996 and 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, 1996 which report appears elsewhere in this December 31, 1996 annual report on Form 11-K of the Ceridian Corporation Personal Investment Plan. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota June 26, 1997 - 15 - EX-99.2 3 EX-99.2 FOURTH DECLARATION OF AMENDMENT CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION Fourth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 10.2 of the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the undersigned hereby amends the Plan in the manner set forth below. 1. Section 9.5 is amended to read as follows: "9.5 Earnings on Excess Contributions. (A) The amount of Fund earnings or losses with respect to the excess amount of contributions distributed to a Participant pursuant to the provisions of this article is an amount equal to the product of the total earnings or losses for the Participant's Account to which the excess contributions were added for the Plan Year, multiplied by a fraction, the numerator of which is the excess amount of contributions made on the Participant's behalf to the Account for the Plan Year, and the denominator of which is the closing balance of the Account for the Plan Year, decreased by the amount of earnings added to the Account, or increased by the amount of losses subtracted from the Account, for the Plan Year. (B) Contributions returned pursuant to Section 9.6(C)(3) will also include the earnings or losses attributable to such excess amount for the period between the end of the Plan Year with respect to which the determination is being made and the date on which such excess contributions are distributed to the Participant. The earnings or losses attributable to such excess amount for such period will be an amount equal to the product of ten percent of the earnings or losses attributable to such excess amount for the Plan Year, as determined in accordance with Subsection (A), multiplied by the number of calendar months during the period for which the determination is being made, with a distribution being made on or before the fifteenth day of a month being deemed to have been made on the last day of the preceding month and a distribution being made after the fifteenth day of a month being deemed to have been made on the first day of the following month." 2. Section 9.6(C)(3) is amended to read as follows: "(3) If, in spite of such reductions and as a result of reasonable error in estimating the amount of the Participant's Eligible Earnings, Pre-Tax Contributions, other elective deferrals within the meaning of Code section 402(g)(3) or Section 415 Wages for the Plan Year, the limitation would otherwise be exceeded, then, to the extent required to prevent such excess, the amount of Pre-Tax Contributions made for the Participant, together with earnings on such contributions, will be distributed to the Participant and any Matching Contributions attributable to the amount so distributed, together with earnings on such contributions, will be forfeited and applied as provided in Section 3.2(D)." 3. Section 4.1(D) of Exhibit C of the Plan to read as follows: "(D) An STS Participant whose employment terminates on or after the date of the Merger but before his or her Normal Retirement Date other than by reason of death or becoming Disabled will acquire a vested nonforfeitable interest in his or her STS Employer Contribution Account to the extent provided in the following schedule: Vested Interest Years of Service Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
As STS Participant's "Years of Service" are the number of years of service he or she had completed as of December 31, 1995 under the STS Plan and either (1) his or her years of "vesting service," as defined in Subsection (E), after December 31, 1995 or (2) the number of Plan Years after December 31, 1995 during each of which he or she completed at least 1000 hours of service, whichever is greater. An hour of service for this purpose is as defined in Section 11.22 of the Plan except that instead of the rules specified in Section 11.22(D), an EAS Participant will be credited with 190 Hours of Service for each calendar month during which he or she completes at least one Hour of Service. In no case will an STS Participant's vested interest in his or her STS Employer Contribution Account be less than his or her vested interest immediately prior to the Merger in his or her matching contributions account and employer contributions account under the STS Plan." The amendment set forth at items 1 and 2 above are effective with respect to any distributions or forfeitures pursuant to Section 9.6(C)(3) of the Plan made on or after January 1, 1996; the amendment set forth at item 3 above is effective as of December 31, 1995. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this day of October, 1996. CERIDIAN CORPORATION Attest By Secretary Vice President EX-99.3 4 EX-99.3 FIFTH DECLARATION OF AMENDMENT CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION Fifth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 10.2 of the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the undersigned hereby amends the Plan in the manner set forth below. 1. Section 3(B) of Exhibit A thereto is amended to read as follows: "(B) A Participant may elect the time at which the annuity contract is distributed and the distribution of the annuity contract is not required to be made at the same time as the remainder of his or her Accounts is distributed; provided that the annuity contract must be distributed not later than the date determined under Subsection 8.1(B). No such annuity contract is subject to transfer or exchange for another annuity contract that does not conform to the requirements of this item (3). No such contract is subject to surrender or encumbrance without the consent of the Participant's spouse. 2. The provisions of Section 13.5 and Exhibit A (as amended by item 1 hereof) are retroactively effective as of August 22, 1988. 3. The undersigned also hereby amends the Plan to reflect that each "eligible Participant" who received a lump sum distribution after August 22, 1988 and prior to January 16, 1996, will be given the opportunity to elect to receive an immediate distribution in the form of an annuity as specified in Exhibit A of the Plan. Such eligible Participant will be entitled to receive such an annuity after making a lump sum payment, within the time period described by the Administrator, equal to the amount of the prior lump sum distribution received by such eligible Participant. If an eligible Participant makes a lump sum payment pursuant to the preceding sentence, distribution will begin the first day of the month that first follows the last day of the period during which the eligible Participant was permitted to make such lump sum payment. For purposes of applying the foregoing, an eligible Participant is any Participant in the Ceridian Corporation Retirement Plan who has elected an enhanced retirement benefit under that plan with respect to which a portion of his or her Pre-Tax Account serves as the basis for an offset or that participant's surviving spouse beneficiary who was entitled to receive a preretirement survivor annuity pursuant to Exhibit B. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this day of December, 1996. CERIDIAN CORPORATION Attest: By: Secretary Vice President EX-99.4 5 EX-99.4 SIXTH DECLARATION OF AMENDMENT CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION Sixth Declaration of Amendment Pursuant to the retained power of amendment contained in Section 10.2 of the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the undersigned hereby amends the Plan in the manner set forth below. 1. Section 3.2(A) thereof is amended to read as follows: "(A)(1) Subject to Subsection (D) and the limitations of Article IX, the Participating Employer of an Active Participant will make a Basic Matching Contribution to the Trust on behalf of the Participant for a given month in an amount, if any, equal to a specified percentage of that portion of the Participant's Pre-Tax Contributions for the month which does not exceed three percent of the Participant's Eligible Earnings for the month, such percentage with respect to all months during a Plan Year to be specified by the Participating Employer. If, as of the end of any month during a Plan Year, the aggregate amount of Basic Matching Contributions made on behalf of an Active Participant for the Plan Year is less than the specified percentage of that portion of the Participant's Pre-Tax Contributions for the portion of the Plan Year through the end of such month which does not exceed three percent of the Participant's Eligible Earnings for such portion of the Plan Year, the Participating Employer will make an additional Basic Matching Contribution on behalf of the Active Participant in an amount equal to the difference. Notwithstanding the foregoing, for Plan Years before 1997, a Participating Employer will not make a Basic Matching Contribution on behalf of an Active Participant for a given month (pursuant to either the first or second sentence of this Subsection (A)(1)) unless he or she satisfies the eligibility condition described in Subsection (B) for the month. (2) Subject to Subsection (D) and the limitations of Article IX, the Participating Employer of an Active Participant who satisfies the eligibility condition described in Subsection (B) for a Plan Year will make a Performance-Based Matching Contribution to the Trust on behalf of the Participant in an amount, if any, equal to a specified percentage of that portion of the Participant's Pre-Tax Contributions for the Plan Year which does not exceed three percent of the Participant's Eligible Earnings for the Plan Year, such percentage to be specified by the Participating Employer." 2. Section 3.2(B) thereof is amended to read as follows: "(B) To be eligible to share in a Basic Matching Contribution for a given month in a Plan Year ending before January 1, 1997 or a Performance-Based Matching Contribution for a given Plan Year, an Active Participant must have either been (1) actively employed with an Affiliated Organization on the last day of the month or Plan Year, as the case may be, or (2) on a leave of absence on the last day of the month or Plan Year, as the case may be, for which Hours of Service are credited pursuant to Section 11.22; provided, that an Active Participant is not eligible to share in any Basic or Performance-Based Matching Contribution if he or she is an `SBC Participant' as defined in the SBC Exhibit to the Ceridian Corporation Retirement Plan and is eligible for the same health benefits as substantially all other SBC Participants." The amendment set forth at item 1 above is effective as of January 1, 1996; provided that any additional contributions required as a result of such amendment for the 1996 Plan Year are not required to be made until such date or dates during or following such Plan Year as the Participating Employer may elect but in no case more than 12 months after the end of the Plan Year. The amendment set forth at item 2 above is effective as of January 1, 1997. IN WITNESS WHEREOF, the undersigned as caused this instrument to be executed by its duly authorized officers this day of December, 1996. CERIDIAN CORPORATION Attest: By: Secretary Vice President 2 EX-99.5 6 EX-99.5 SEVENTH DECLARATION OF AMENDMENT CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION Seventh Declaration of Amendment Pursuant to the retained power of amendment contained in Section 10.2 of the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the undersigned hereby amends Section 11.16(A) of the Plan to read as follows: "(A) The `Eligible Earnings' of a Participant from his or her Participating Employer for any period is the amount reportable by the Participating Employer for federal income tax purposes as wages paid to the Participant for such period, increased by the amount of Eligible Earnings reductions experienced by the Participant for the period pursuant to the Plan, any cafeteria plan maintained by the Participating Employer pursuant to Code section 125 and the Ceridian Corporation Retirement Plan or Computing Devices International Retirement Plan, to the extent such reductions are not otherwise included for that period, and decreased by any amount received by the Participant during the period as deferred income from a previous period, expatriation premium, tuition aid reimbursement, relocation allowance, restricted stock plan awards, any such amount attributable to the exercise of an option under a stock option plan maintained by a Participating Employer, any amounts representing imputed income on account of benefits pursuant to the Code, any amounts representing severance payments under the Participating Employer's severance policy and any other amounts of an unusual or nonrecurring nature, as specified in Plan Rules." The foregoing amendment is effective as of January 1, 1995. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this day of May, 1997. CERIDIAN CORPORATION Attest: By Secretary Vice President -----END PRIVACY-ENHANCED MESSAGE-----