-----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, PwrgQKQbTQqYXLCz6mx/6BsMA3zTDQbc2vYU/gj4UG4A2u4h+EVWoHVMbrQuYxkM pZRI5sLpW0ytdkWYx9yX0A== 0000912057-96-013455.txt : 19960701 0000912057-96-013455.hdr.sgml : 19960701 ACCESSION NUMBER: 0000912057-96-013455 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960628 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56351 FILM NUMBER: 96588487 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 424B3 1 424B3 Filed Pursuant to Rule 424(b)(3) File Number 33-56351 PROSPECTUS 5,000,000 SHARES CERIDIAN COMMON STOCK This Prospectus relates to 5,000,000 shares of common stock, $.50 par value (the "Common Stock"), of Ceridian Corporation ("Ceridian") that may be offered and issued by Ceridian from time to time in connection with acquisitions of other businesses or properties by Ceridian or by subsidiaries of Ceridian. Ceridian intends to concentrate its acquisitions in areas related to the current businesses of Ceridian, with a primary emphasis on acquisitions related to its Human Resources Group businesses, its Comdata Holdings Corporation ("Comdata") subsidiary, and its Arbitron division. If the opportunity arises, however, Ceridian may attempt to make acquisitions which are either complementary to its present operations or which it considers advantageous even though they may be dissimilar to is present activities. The consideration for any such acquisition may consist of shares of Common Stock, cash, notes or other evidences of debt, assumptions of liabilities or a combination thereof, as determined from time to time by negotiations between Ceridian and the owners or controlling persons of businesses or properties to be acquired. The shares covered by this Prospectus may be issued in exchange for shares of capital stock, partnership interests or other assets representing an interest, direct or indirect, in other companies or other entities, in exchange for assets used in or related to the business of such entities or otherwise pursuant to the agreements providing for such acquisitions. The terms of such acquisitions and of the issuance of shares of Common Stock under acquisition agreements will generally be determined by direct negotiations with the owners or controlling persons of the business or properties to be acquired or, in the case of entities that are more widely held, through exchange offers to stockholders or documents soliciting the approval of statutory mergers, consolidations or sales of assets. It is anticipated that the shares of Common Stock issued in any such acquisition will be valued at a price reasonably related to the market value of the Common Stock either at the time of agreement on the terms of an acquisition or at or about the time of delivery of the shares. It is not expected that underwriting discounts or commissions will be paid by Ceridian in connection with issuances of shares of Common Stock under this Prospectus. However, finders' fees or brokers' commissions may be paid from time to time in connection with specific acquisitions, and such fees may be paid through the issuance of shares of Common Stock covered by this Prospectus. Any person receiving such a fee may be deemed to be an underwriter within the meaning of the Securities Act of 1933. Ceridian Common Stock is listed on the New York Stock Exchange under the symbol "CEN." The last reported sale price of Ceridian Common Stock on the New York Stock Exchange on June 26, 1996 was $51 3/8. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS JUNE 28, 1996. AVAILABLE INFORMATION Ceridian is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices, Seven World Trade Center, 13th Floor, New York, New York 10048 and 1400 Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such materials can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information concerning Ceridian can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, N.Y. 10005. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Commission by Ceridian (File No. 1-1969) are incorporated into this Prospectus by reference: (1) Ceridian's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (2) Ceridian's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996; and (3) all other reports filed by Ceridian pursuant to Sections 13 or 15(d) of the Exchange Act since December 31, 1995. All documents filed by Ceridian pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering hereunder shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (OTHER THAN EXHIBITS THERETO) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED, FROM STOCKHOLDER SERVICES, CERIDIAN CORPORATION, 8100 34TH AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55425; TELEPHONE NUMBER (612) 853-4373. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE MADE. 2 THE COMPANY Ceridian is comprised of two business segments, Information Services and Defense Electronics. Ceridian was founded in 1957 and is incorporated in Delaware. The principal executive office of Ceridian is located at 8100 34th Avenue South, Minneapolis, Minnesota 55425, telephone (612) 853-8100. INFORMATION SERVICES. The Information Services segment, which consists of the Human Resources Group ("HRG"), Comdata and Arbitron, provides technology-based products and services to customers in the human resources, trucking, gaming and electronic media markets. The Information Services businesses collect, manage and analyze data and process transactions on behalf of customers, report information resulting from such activities to customers, and provide customers with related software applications and services. The technology-based products and services of the Information Services businesses address specified information management and transaction processing needs of other businesses to help them improve their productivity and competitive position, and are typically provided through long-term customer relationships that result in a high level of recurring revenue. Information Services' revenue and earnings (loss) before interest and taxes for the years 1993-1995 are as follows (dollars in millions):
YEAR REVENUE EBIT ------ -------- --------- 1995 $ 823.5 $ 108.6 1994 691.5 116.7 1993 648.5 (230.3)
HUMAN RESOURCES GROUP. The businesses comprising the HRG offer a broad range of products and services designed to help employers more effectively manage their work forces and information that is integral to human resource processes. HRG's revenue for the years 1995, 1994 and 1993 was $412.2 million, $321.5 million and $244.0 million, respectively. The products and services of the HRG include payroll processing and payroll tax filing services, and human resources management software and services provided in the United States through the Ceridian Employer Services business and in the United Kingdom through Ceridian's Centre-file Limited subsidiary; payroll processing, benefits administration and human resources management software provided through Ceridian's Tesseract Corporation subsidiary ("Tesseract"); skills management software to manage large volumes of resume data and related service bureau services provided through Ceridian's Resumix, Inc. subsidiary ("Resumix"); custom user training services, reference documentation and on-line employee communications systems provided through Ceridian's User Technology, Inc. subsidiary; employee assistance programs through the Employee Advisory Resource business; payroll processing services to customers with fewer than 100 employees in the mid-Atlantic states through Ceridian's MiniData Services, Inc. subsidiary; and automated time and attendance software through Ceridian's EAS Technologies, Inc. subsidiary. The substantial majority of HRG's total revenue is attributable to payroll processing and payroll tax filing services provided by Employer Services. Payroll processing consists primarily of preparing and furnishing employee payroll checks, direct deposit advices and supporting journals, summaries and other reports, but does not involve the handling or transmission of customer payroll funds. Payroll tax filing consists primarily of collecting funds for federal, state and local employment taxes from customers based on payroll information provided, remitting funds collected to the appropriate taxing authorities, filing applicable returns, and handling regulatory correspondence and amendments. These payroll-related services are typically priced on a fee-per-item-processed basis, and quarterly revenue consequently fluctuates with the volume of items processed. Revenue from payroll tax filing services also includes investment income Employer Services receives from tax filing deposits temporarily held pending remittance on behalf of customers to taxing authorities. About two-thirds of Employer Services' 1995 payroll tax filing revenue and about 15% of HRG's 1995 revenue was 3 attributable to such investment income. Because of the significance of this investment income, Employer Services' quarterly revenue and profitability vary as a result of changes in interest rates and in the amount of tax filing deposits held. The Company is in the process of upgrading Employer Services' existing payroll processing system in order to create an enhanced payroll processing system that is more highly automated and provides greatly increased functionality and flexibility to customers in terms of product and service features and options. The Company anticipates that a substantial majority of the existing payroll processing customers will elect to eventually upgrade to this software, referred to as "CII." To achieve these goals, the Company acquired Tesseract in June 1994, and has been conducting an internal development effort to adapt Tesseract's proprietary payroll processing software to run in Employer Services' multi-customer data center environment. In connection with the decision to upgrade its payroll processing software, Employer Services also decided to phase out payroll data processing in certain of its district offices and to consolidate processing utilizing the upgraded software in centralized facilities operated by Integrated Systems Solutions Corporation pursuant to a ten-year technology services agreement that commenced in January 1995. COMDATA. Comdata, which was acquired by the Company on December 12, 1995, is a leading provider of transaction processing services to the trucking and gaming industries. In providing its services, Comdata utilizes the information processing or telecommunications capabilities of its proprietary computerized telecommunications network, through which it processed approximately 48 million transactions during 1995 involving approximately $9.1 billion. Comdata's revenue for the years 1995, 1994 and 1993 was $274.1 million, $243.3 million and $212.3 million, respectively. Comdata's services to the trucking industry include fuel purchase services, driver services, legalization services and logistics services. Comdata customers can purchase fuel in transactions funded by Comdata and typically initiated through the use of Comdata's proprietary Comchek card in a manner similar to an ordinary credit card transaction. Comdata bills the trucking company for the amount of the purchase plus the service fee. Comdata also provides information gathering and processing services in connection with fueling transactions which Comdata does not fund. Comdata also provides fuel price tracking reports and management within a network of truck stops, including cost/plus fuel purchase programs. Comdata's driver services are designed to address the specific needs of long haul drivers who spend significant periods of time on the road, including cash advance and funds transfer services, direct deposit of paychecks or settlements (for non-employee owner-operators), ATM and point of sale debit card services using the Comchek card, long distance telephone services using the Comchek card and driver relations services such as a monthly audio magazine for drivers. Comdata's legalization services include providing permits to trucking companies and other regulatory compliance services, such as processing and auditing of driver trip logs, reporting of fuel taxes, annual licensing and motor vehicle registration verification. Comdata's logistics services include a computerized shipment interchange system to help trucking companies find loads for their return trips, as well as software designed to assist in routing, scheduling and other services for companies with private and for-hire delivery fleets. Comdata provides fueling service centers with fuel purchase desk systems which automate the various transactions that occur at a fuel purchase desk, and is also developing for trucking customers a Windows-based software application for fuel purchase and other management services. For the gaming industry, Comdata provides cash advance services in which individuals may use credit cards to obtain cash in casinos, racetracks and other gaming locations. In addition to credit card cash advances, Comdata also provides check acceptance services and electronic funds transfers through Comdata's automatic teller machines and other point of sale devices located in gaming establishments. Comdata is also the exclusive agent for Western Union's money transfer service to the gaming industry in the United States. Comdata also provides market information to gaming establishments to assist in marketing and promotional activities. 4 ARBITRON. Arbitron is the leading provider of radio audience measurement information in terms of revenue, and also provides electronic media and marketing information to radio and television broadcasters, cable operators, advertising agencies and advertisers. Arbitron's revenue for the years 1995, 1994 and 1993 was $137.2 million, $121.3 million and $172.2 million, respectively. Arbitron's proprietary data regarding radio audience size and demographics is provided to customers through multi-year license agreements. Arbitron also provides software applications that give customers flexible and unlimited access to Arbitron's database, and enable them to more effectively analyze and understand that information and develop sales strategies for maximum effectiveness. The radio audience measurement service represented about 85% of Arbitron's revenue during 1995. In addition, through acquisitions, joint ventures and the introduction of new products, Arbitron has obtained access to or developed services that provide data regarding product purchasing decisions. DEFENSE ELECTRONICS. The Defense Electronics segment, consisting of Computing Devices International ("Computing Devices"), develops, manufactures and markets electronic systems, subsystems and components, and provides systems integration and other services, primarily to government defense agencies. Computing Devices' revenue and earnings before interest and taxes for the years 1993-1995 are as follows:
YEAR REVENUE EBIT ------ -------- --------- 1995 $ 509.5 $ 33.7 1994 486.3 30.6 1993 461.3 21.5
Computing Devices' products and services feature its capabilities in signal processing, digital image manipulation, "ruggedized" subsystems for harsh environments and real-time software systems. A majority of Computing Devices' revenue is attributable to products and services relating to avionics systems, including the AN/AYK-14 standard Navy airborne mission computer systems; communication systems, including the Iris tactical command, control and communications system being developed for the Canadian Department of National Defence; and intelligence and surveillance systems, including advanced parallel processing, reconnaissance systems and imaging software. The remainder of Computing Devices' revenue is primarily attributable to products and services relating to shipboard subsystems, anti-submarine warfare subsystems, ground subsystems, space processing, display subsystems and tactical reconnaissance systems. From 1986 to 1993, Ceridian significantly reshaped its operations through divestitures, liquidations and other restructurings of various assets and business units. It reoriented the focus of its continuing operations to businesses that provide technology-based services pursuant to long-term customer relationships. Ceridian's restructuring actions resulted in large charges against Ceridian's earnings, including a $67.0 million net restructuring charge in the fourth quarter 1993. As a result of its restructuring activities and other historical operating losses, Ceridian has net operating loss carryforwards and future tax deductions totalling approximately $1.3 billion for U.S. federal income tax purposes, which may be used, to the extent available, to offset its U.S. earnings during future periods. Ceridian's objective is to become a major information services company that is increasingly profitable and occupies a leadership position in each market in which it participates. Ceridian's growth objectives are expected to be met both through internal growth of its existing businesses and through acquisitions of businesses that demonstrate characteristics such as long-term customer relationships and high levels of recurring revenue, strong positions in growth markets, predictable financial performance and strong cash flow, relatively low capital requirements, relative immunity to business cycles and operating leverage through technology. Efforts to increase profitability are also expected to include investments in technology and increased operating efficiencies in each of Ceridian's primary businesses. 5 SELECTED CONSOLIDATED FINANCIAL DATA The following selected consolidated financial data for and as of the end of each of the years in the five-year period ended December 31, 1995 have been derived from the consolidated financial statements of Ceridian, which statements have been audited by KPMG Peat Marwick LLP, independent certified public accountants. The consolidated financial data for the three months ended March 31, 1996 and 1995 have been derived from the unaudited consolidated financial statements for Ceridian which, in the opinion of management, reflect all adjustments (which include only normal recurring adjustments, except as set forth in the notes to those financial statements) necessary to present fairly the financial position and results of its operations for such periods. The results of operations for the three months ended March 31, 1996 are not necessarily indicative of results expected for the full fiscal year.
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, -------------------- ----------------------------------------------------- 1996 1995 1995 1994 1993 1992 1991 --------- --------- --------- --------- --------- --------- --------- (IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF OPERATIONS DATA (1): Revenue............................................ $ 369.0 $ 326.2 $ 1,333.0 $ 1,777.8 $ 1,109.8 $ 1,031.1 $ 953.3 Cost of revenue.................................... 215.8 195.6 800.3 729.7 731.5 684.0 600.9 --------- --------- --------- --------- --------- --------- --------- Gross profit....................................... 153.2 130.6 532.7 448.1 378.3 347.1 352.4 Operating expenses: Selling, general and administrative.............. 83.2 72.2 309.9 274.1 248.8 232.5 234.0 Research and development......................... 16.5 14.2 54.5 40.5 37.1 35.0 37.3 Other expense (income) (2)....................... 0.8 (0.5) 33.6 (3.2) (3.5) (6.9) 2.1 Write-off of goodwill and other intangibles (3)................................. 0.0 0.0 0.0 0.0 230.3 0.0 0.0 Restructure loss (gain).......................... 0.0 0.0 0.0 0.0 67.0 76.2 (16.2) --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) before interest and taxes.......... 52.7 44.7 134.7 136.7 (201.4) 10.3 95.2 Interest income.................................. 1.9 2.7 12.1 10.7 8.5 17.9 22.5 Interest expense................................. (3.1) (7.7) (30.6) (32.2) (46.8) (53.4) (60.3) --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) before income taxes................ 51.5 39.7 116.2 115.2 (239.7) (25.2) 57.4 Income tax provision............................. 4.1 4.3 18.7 17.5 4.0 5.1 3.3 --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) from continuing operations......... 47.4 35.4 97.5 97.7 (243.7) (30.3) 54.1 Earnings (Loss) from discontinued operations (4)... 0.0 0.0 0.0 0.0 0.0 (321.6) (74.7) Extraordinary loss (5)............................. 0.0 0.0 (38.9) 0.0 (8.4) (20.5) (1.2) Cumulative effect of accounting change (6)......... 0.0 0.0 0.0 0.0 0.0 (41.8) 0.0 --------- --------- --------- --------- --------- --------- --------- Net earnings (loss) (7)............................ $ 47.4 $ 35.4 $ 58.6 $ 97.7 $ (252.1) $ (414.2) $ (21.8) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Earnings (Loss) from continuing operations per common share (8).................................. $ 0.63 $ 0.47 $ 1.22 $ 1.25 $ (3.79) $ (0.48) $ 0.84 Net earnings (loss) per fully diluted common share (8)......................................... $ 0.59 $ 0.45 $ 0.66 $ 1.25 $ (3.92) $ (6.48) $ (0.35) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Weighted average common shares outstanding (in thousands) Primary.......................................... 70,122 68,631 69,352 67,626 64,452 63,939 63,848 Fully Diluted.................................... 80,506 79,015 79,736 78,010 64,452 63,939 63,848
YEARS ENDED DECEMBER 31, AS OF MARCH ----------------------------------------------------- 31, 1996 1995 1994 1993 1992 1991 ----------- --------- --------- --------- --------- --------- CONSOLIDATED BALANCE SHEET DATA: Cash and short-term investments.......................... 105.9 151.7 192.4 233.3 169.3 221.4 Total Assets............................................. 1,130.3 1,126.1 977.5 850.8 989.9 1,409.7 Debt obligations......................................... 172.4 209.9 238.4 250.7 415.0 458.4 Stockholders' equity (deficit)........................... 205.0 150.0 86.9 (8.9) (3.7) 483.9 Stockholders' equity (deficit) per common share.......... (0.46) (1.28) (2.23) (3.74) (0.06) 7.41 Common shares outstanding at end of period............... 68,092 67,277 66,723 65,503 64,125 63,851 Number of employees at end of period..................... 10,200 10,200 9,500 9,600 10,500 11,300
- ---------------------------------- (1) Prior year amounts have been restated for the 1995 aquisitions of Resumix and Comdata which were accounted for by the pooling-of-interests method. (2) Includes expenses of $29.7 in 1995 associated with the acquisitions of Comdata and Resumix. (3) Related to Comdata's transportation business and former retail services business, based on Comdata's assessment of future operations of the businesses involved. (4) Ceridian's former Computer Products business, Automated Wagering division and Empros division are reflected in this table as discontinued operations. (5) The extraordinary losses in 1995, 1993, 1992 and 1991 are due to the early retirement of debt. (6) Reflects the adoption by Ceridian in 1992 of Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." (7) Before dividends on Ceridian's 5 1/2% Cumulative Convertible Exchangeable Preferred Stock issued in December 1993. (8) Primary earnings (loss) per share do not differ from fully diluted amounts in any annual period. First quarter 1996 and 1995 primary earnings per share were $0.63 and $0.47, respectively. 6 PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY Ceridian's Common Stock is listed on the New York Stock Exchange (the "NYSE"), the Pacific Stock Exchange and the Chicago Stock Exchange and is reported on the NYSE Composite Tape under the symbol "CEN." The following table sets forth, for each of the calendar periods indicated, the reported high and low sales prices per share of the Common Stock on the NYSE Composite Tape.
HIGH LOW -------- -------- 1993 First Quarter........................................ $ 16 1/8 $ 14 3/8 Second Quarter....................................... 16 1/8 13 Third Quarter........................................ 18 1/2 14 3/8 Fourth Quarter....................................... 19 7/8 17 1/2 1994 First Quarter........................................ $ 24 3/4 $ 18 1/2 Second Quarter....................................... 25 5/8 21 1/2 Third Quarter........................................ 27 1/2 24 Fourth Quarter....................................... 27 1/8 23 1/2 1995 First Quarter........................................ $ 34 1/2 $ 26 1/8 Second Quarter....................................... 37 5/8 31 5/8 Third Quarter........................................ 46 7/8 36 3/4 Fourth Quarter....................................... 47 1/2 36 5/8 1996 First Quarter........................................ $ 46 7/8 $ 37 Second Quarter (through June 26, 1996)............... 54 7/8 42 1/2
As of May 31, 1996, there were 68,593,023 shares of Common Stock outstanding held by approximately 17,250 holders of record. No cash dividends have been declared on the Common Stock since 1985. Unless cumulative dividends on Ceridian's 5 1/2% Cumulative Convertible Exchangeable Preferred Stock (the "5 1/2% Preferred Stock") have been paid in full, the payment of dividends on the Common Stock is prohibited. Subject to the payment in full of cumulative dividends on the 5 1/2% Preferred Stock, the payment of future dividends on the Common Stock and the amounts thereof will be determined by Ceridian's Board of Directors in light of business conditions, earnings and financial requirements of Ceridian and other relevant factors. DESCRIPTION OF COMMON STOCK Ceridian is authorized to issue up to 200,000,000 shares of Common Stock, par value $.50 per share, of which 68,593,023 shares were outstanding as of May 31, 1996. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, and stockholders have no right to cumulate their votes in the election of directors. Subject to the prior rights of the 5 1/2% Preferred Stock and any other preferred stock of Ceridian that may be issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable. In the event of a liquidation, dissolution or winding up of Ceridian, holders of Common Stock are entitled to share with each other on a ratable basis as a single class in the net assets of Ceridian available for distribution after payments of liabilities and satisfaction of any preferential rights of holders of 5 1/2% Preferred Stock and have no rights to convert their Common Stock into any other 7 securities. The rights, preferences and privileges of holders of the Common Stock are subject to, and may be adversely affected by, the rights of holders of shares of the 5 1/2% Preferred Stock and any series of preferred stock which Ceridian may designate and issue in the future. Ceridian's Certificate of Incorporation contains provisions which: (i) require the affirmative vote of two-thirds of the outstanding capital stock entitled to vote to approve certain mergers and other business combinations; and (ii) require an affirmative vote which may be larger than two-thirds (and may not be less than two-thirds) of the outstanding shares of Common Stock entitled to vote to approve business combinations with "controlling persons," with a minimum price per share payable for shares other than those held by such "controlling persons" in connection with such a business combination. The Transfer Agent and Registrar for the Common Stock is The Bank of New York. RESTRICTIONS ON RESALE This Prospectus may not be used for reoffers or resales of shares of Common Stock acquired pursuant to this Prospectus by "affiliates" of businesses or properties acquired by Ceridian or a subsidiary of Ceridian (generally, directors, officers and other controlling persons). These "affiliates" may only offer or sell such shares pursuant to a registration statement under the Securities Act of 1933 covering the shares or in compliance with an available exemption from these registration requirements, such as Rule 145 under the Act. VALIDITY OF COMMON STOCK The validity of the Common Stock to be offered hereby has been passed upon for Ceridian by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is a director of Ceridian and owns 9,118 shares of Common Stock and options to acquire 2,500 shares of Common Stock. EXPERTS The consolidated financial statements and financial statement schedules of Ceridian Corporation as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP examines and reports on financial statements of Ceridian Corporation issued at future dates, and consents to the use of their reports thereon, such financial statements will also be incorporated by reference herein in reliance upon their reports and said authority. 8 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CERIDIAN. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION HEREIN OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information..................................................... 2 Documents Incorporated by Reference....................................... 2 The Company............................................................... 3 Selected Consolidated Financial Data...................................... 6 Price Range of Common Stock and Dividend Policy........................... 7 Description of Common Stock............................................... 7 Restrictions on Resale.................................................... 8 Validity of Common Stock.................................................. 8 Experts................................................................... 8
5,000,000 SHARES CERIDIAN COMMON STOCK --------------------- PROSPECTUS --------------------- JUNE 28, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----