-----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, MmW880LbF4w1WSCHl1FAjeYv35EahM5d8YLg+Ko1gsbaeMsQ5lscX+BodBxvJfl0 +o8ENFESowDhV+ALF3bglA== 0001047469-98-025392.txt : 19980629 0001047469-98-025392.hdr.sgml : 19980629 ACCESSION NUMBER: 0001047469-98-025392 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: NYSE 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: SEC FILE NUMBER: 001-01969 FILM NUMBER: 98654471 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 FORM 11-K 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, 1997 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, 1997 AND 1996 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT 2 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1997 3 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1996 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1997 5 NOTES TO FINANCIAL STATEMENTS 6 SUPPLEMENTAL SCHEDULES Schedule I: Item 27a - Schedule of Assets Held for Investment Purposes-December 31, 1997 11 Schedule II: Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 12 SIGNATURE 13 EXHIBITS Exhibit Index 14 Exhibit 23.01 - Consent of Independent Auditors 15
INDEPENDENT AUDITORS' REPORT The Plan Administrator and the Board of Directors of Comdata Holdings Corporation: We have audited the accompanying statements 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, 1997 and 1996, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of complying with the Department of Labor's rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The fund information in the statement 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 audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The schedule of reportable transactions that accompanies the Plan's financial statements does not disclose the total number of purchases and the total number of sales. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota June 23, 1998 -2- COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1997
MONEY ASSET EQUITY MARKET MANAGEMENT BOND LOAN STOCK FUND INDEX FUND FUND FUND FUND FUND TOTAL FUNDS ---------- ---------- ---------- ---------- ---------- --------- ----------- Investments Ceridian Corporation Common Stock $4,272,951 $ $ $ $ $ $ 4,272,951 Bankers Trust Funds 2,890,732 465,944 2,126,500 677,789 6,160,965 Loans Receivable from Participants 177,826 177,826 --------- --------- ------- --------- ------- ------- ----------- Total Investments 4,272,951 2,890,732 465,944 2,126,500 677,789 177,826 10,611,742 --------- --------- ------- --------- ------- ------- ----------- Receivables Employer Contributions --- --- Employee Contributions --- --- --- --- --- --- --- --------- --------- ------- --------- ------- ------- ----------- Total Receivables --- --- --- --- --- --- --- --------- --------- ------- --------- ------- ------- ----------- Total Assets 4,272,951 2,890,732 465,944 2,126,500 677,789 177,826 10,611,742 Employee Contributions Refundable --- --- --- --- --- --- --------- --------- ------- --------- ------- ------- ----------- Net Assets Available for Benefits $4,272,951 $ 2,890,732 $ 465,944 $ 2,126,500 $ 677,789 $177,826 $10,611,742 --------- --------- ------- --------- ------- ------- ----------- --------- --------- ------- --------- ------- ------- -----------
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, 1996
MONEY ASSET EQUITY MARKET MANAGEMENT BOND LOAN STOCK FUND INDEX FUND FUND FUND FUND FUND TOTAL FUNDS ---------- ---------- ---------- ---------- ---------- --------- ----------- Investments Ceridian Corporation Common Stock $4,104,765 $ $ $ $ $ $4,104,765 Bankers Trust Funds 2,402,709 466,876 1,980,062 797,979 5,647,626 Loans Receivable from Participants 159,790 159,790 --------- --------- ------- --------- ------- ------- ----------- Total Investments 4,104,765 2,402,709 466,876 1,980,062 797,979 159,790 9,912,181 --------- --------- ------- --------- ------- ------- ----------- Receivables Employer Contributions 22,083 22,083 Employee Contributions 8,166 18,721 1,447 10,003 1,939 40,276 --------- --------- ------- --------- ------- ------- ----------- Total Receivables 30,249 18,721 1,447 10,003 1,939 -- 62,359 --------- --------- ------- --------- ------- ------- ----------- Total Assets 4,135,014 2,421,430 468,323 1,990,065 799,918 159,790 9,974,540 Employee Contributions Refundable (61,252) (70,464) (6,328) (16,773) (2,283) (157,100) --------- --------- ------- --------- ------- ------- ----------- Net Assets Available for Benefits $4,073,762 $2,350,966 $ 461,995 $1,973,292 $ 797,635 $159,790 $9,817,440 --------- --------- ------- --------- ------- ------- ----------- --------- --------- ------- --------- ------- ------- -----------
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, 1997
ASSET EQUITY MONEY MANAGEMENT STOCK FUND INDEX FUND MARKET FUND FUND BOND FUND LOAN FUND TOTAL FUNDS ---------- ---------- ----------- ----------- --------- --------- ----------- Participant Contributions $ 5,771 $ 11,476 $ 1,085 $ 6,453 $ 3,633 $ $ 28,418 Employer Contributions --- --- Net Change in Fair Value Including Realized Gain (Loss) 483,663 778,605 408,691 59,507 1,730,466 Investment Income --- 65 28,398 71 1 13,524 42,059 --------- --------- ------- --------- -------- ------- ----------- Total Additions 489,434 790,146 29,483 415,215 63,141 13,524 1,800,943 Withdrawals by Participants 272,752 360,768 32,440 322,511 76,758 23,579 1,088,808 --------- --------- ------- --------- -------- ------- ----------- Net Increase (Decrease) Prior to 216,682 429,378 (2,957) 92,704 (13,617) (10,055) 712,135 Transfers Net Transfers From Other Plans --- --- 82,167 --- --- 82,167 Interfund Transfers (17,493) 110,388 (75,261) 60,504 (106,229) 28,091 -- --------- --------- ------- --------- -------- ------- ----------- Increase (Decrease) in Net Assets Available for Benefits 199,189 539,766 3,949 153,208 (119,846) 18,036 794,302 Net Assets Available for Benefits: Beginning of Year 4,073,762 2,350,966 461,995 1,973,292 797,635 159,790 9,817,440 --------- --------- ------- --------- -------- ------- ----------- End of Year $4,272,951 $2,890,732 $465,944 $2,126,500 $677,789 $177,826 $10,611,742 --------- --------- ------- --------- -------- ------- ----------- --------- --------- ------- --------- -------- ------- -----------
See accompanying notes to financial statements. -5- COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 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"), which is a wholly owned subsidiary of Ceridian Corporation ("Ceridian"), and Comdata's U.S. subsidiaries (collectively, the "Company"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). PLAN SUCCESSION The Ceridian Corporation Savings and Investment Plan (the "SIP") has been designated as the successor to the Plan. As of January 1, 1997, Plan participants became eligible to participate in the SIP. The Plan will continue to hold assets and receive related earnings, disburse and collect loans, and pay benefits until the Plan assets are transferred to the SIP. -6- VESTING Participants are fully vested in their contributions to the Plan 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 part of the participant's account that is not vested is forfeited at the end of the plan year in which the participant receives the balance of the vested account. If the participant's account is left in the Plan, the nonvested part will be forfeited at the end of the plan year in which the participant has five consecutive one-year breaks in employment. Forfeitures are used to reduce future employer contributions. BENEFITS Upon termination of service due to death, disability, retirement or termination of employment, a participant or designated beneficiary may elect to receive an amount equal to the value of the vested interest in the participant's 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. -7- INVESTMENT OPTIONS The Plan provides five investment funds for the remaining participant accounts, one of which is a Stock Fund that invests in Ceridian common stock and the other four are bank pooled funds managed by Bankers Trust of New York. Participants may change their investment elections quarterly. Under the Plan, employer matching contributions have been invested only in the Stock Fund. A description of each investment option is provided below. 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 of any loan is limited to the lesser of (1) 50% of the participant's vested account balance less the amount of any other loans then outstanding, or (2) $50,000 less the amount of the highest loan balance outstanding during the twelve month period that ends the day before the loan is made. The minimum loan amount is $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"). -8- PLAN TERMINATION 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. Comdata does, however, expect to transfer Plan assets to the SIP. 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. 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 Investments are stated at their approximate fair value. Investments in Ceridian's common stock are valued at prices published in the New York Stock Exchange Composite Transaction listing. Investments in the bank pooled funds are valued using daily net asset value calculations performed by the funds. Loans receivable from participants are valued at principal amount 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. -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, 1997 and 1996 is as follows:
1997 1996 ---- ---- Stock Fund 731 850 Equity Index Fund 565 652 Money Market Fund 236 284 Asset Management Fund 518 612 Bond Fund 315 398
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. PARTIES-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). Ceridian, as owner of 100% of the common stock of the Company, is a party-in-interest with respect to the Plan. In the opinion of Ceridian, transactions between the Plan and Ceridian, if any, 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, 1997
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE ------------------------------- ---------------------------------- --------------- -------------- * Ceridian Corporation Common stock $ 2,124,464 $ 4,272,951 * Bankers Trust Equity Index Fund 1,634,206 2,890,732 * Bankers Trust Money Market Fund 465,944 465,944 * Bankers Trust Asset Management Fund 1,361,908 2,126,500 * Bankers Trust Bond Fund 547,908 677,789 * Various plan participants Participant loans - payable up to five years, interest rates ranging from 7.0% to 10.0% 177,826 177,826 --------- ---------- Total assets held for investment purposes $ 6,312,256 $ 10,611,742 --------- ---------- --------- ----------
* 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, 1997
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** $ 218,112 $ 508,618 $ 205,451 (Equity Index Fund) BT Pyramid Asset Management Fund** 76,700 338,908 105,333 (Asset Management Fund) BT Pyramid Discretionary Cash Fund** 594,601 597,316 -- (All Funds) Stock Fund*** 68,069 365,838 153,032
*Information on total number of purchases and total number of sales is not readily available from the Plan's trustee. **Since these transactions are with Bankers Trust of New York, the Plan's trustee, they are with a party-in-interest. ***Since these transactions are with Ceridian, owner of 100% of the common stock of the Company, 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: June 26, 1998 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
Legend: (E) Electronic Filing (IBR) Incorporated by reference from previous filing -14- EX-23.01 2 EXHIBIT 23.01 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 June 23, 1998, relating to the statements of net assets available for benefits with fund information of the Comdata Holdings Corporation 401(K) Savings and Retirement Plan as of December 31, 1997 and 1996, 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, 1997 which report appears elsewhere in this December 31, 1997 annual report on Form 11-K of the Comdata Holdings Corporation 401(K) Savings and Retirement Plan. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota June 26, 1998 -15- -----END PRIVACY-ENHANCED MESSAGE-----