-----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, Q68kYRn9q90vnJmHA3sOHJOJx0TZfV5iu5hdY5ZQNRsYJl25QOMS6i5zU45mGJkT pRk17JGYvaxBj5/Gv0Ik+Q== 0001047469-98-025395.txt : 19980629 0001047469-98-025395.hdr.sgml : 19980629 ACCESSION NUMBER: 0001047469-98-025395 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 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: 98654475 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 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, 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 - December 31, 1997 and 1996 6 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 Exhibit 99.6 - Eighth Declaration of Amendment 16
- 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, 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 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 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 12, 1998 - 2 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1997 (Dollars in thousands)
Equity Ceridian New Int'l Capital Index New Stock Horizons Stock Apprec. 500 Income ---------- --------- --------- ---------- ---------- --------- Investments: Ceridian Corporation Common Stock $ 10,861 $ -- $ -- $ -- $ -- $ -- T. Rowe Price Funds -- 36,167 9,396 5,816 2,640 11,728 Loans Receivable from Participants -- -- -- -- -- -- Total 10,861 36,167 9,396 5,816 2,640 11,728 ---------- --------- --------- ---------- ---------- --------- Cash 16 -- -- -- -- -- Receivable from Employer 73 250 111 70 50 78 ---------- --------- --------- ---------- ---------- --------- Net Assets Available for Benefits $ 10,950 $ 36,417 $ 9,507 $ 5,886 $ 2,690 $ 11,806 ---------- --------- --------- ---------- ---------- --------- ---------- --------- --------- ---------- ---------- --------- Summit Equity Small-Cap Cash Balanced Income Value Reserves Loan Total ---------- --------- --------- ---------- ---------- --------- Investments: Ceridian Corporation Common Stock $ -- $ -- $ -- $ -- $ -- $ 10,861 T. Rowe Price Funds 5,970 64,825 6,988 20,034 -- 163,564 Loans Receivable from Participants -- -- -- -- 2,334 2,334 Total 5,970 64,825 6,988 20,034 2,334 176,759 ---------- --------- --------- ---------- ---------- --------- Cash -- -- -- -- -- 16 Receivable from Employer 64 361 88 200 -- 1,345 ---------- --------- --------- ---------- ---------- --------- Net Assets Available for Benefits $ 6,034 $ 65,186 $ 7,076 $ 20,234 $ 2,334 $178,120 ---------- --------- --------- ---------- ---------- --------- ---------- --------- --------- ---------- ---------- ---------
See accompanying notes to financial statements. - 3 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1996 (Dollars in thousands)
Ceridian New Int'l Capital New Stock Horizons Stock Apprec. Income Balanced ----------- ----------- ---------- ----------- ---------- ----------- Investments Ceridian Corporation Common Stock $ 10,685 $ -- $ -- $ -- $ -- $ -- T. Rowe Price Funds -- 36,219 9,656 4,839 10,819 4,416 Loans Receivable from Participants -- -- -- -- -- -- ----------- ----------- ---------- ----------- ---------- ----------- Total Investments 10,685 36,219 9,656 4,839 10,819 4,416 Cash 87 -- -- -- -- -- Employer Contributions Receivable 117 330 148 85 96 69 ----------- ----------- ---------- ----------- ---------- ----------- Net Assets Available for Benefits $ 10,889 $ 36,549 $ 9,804 $ 4,924 $ 10,915 $ 4,485 ----------- ----------- ---------- ----------- ---------- ----------- ----------- ----------- ---------- ----------- ---------- ----------- Summit Equity Small-Cap Cash Income Value Reserves Loan Total ----------- ----------- ---------- ----------- ---------- Investments Ceridian Corporation Common Stock $ -- $ -- $ -- $ -- $ 10,685 T. Rowe Price Funds 50,843 3,508 19,378 -- 139,678 Loans Receivable from Participants -- -- -- 2,478 2,478 ----------- ----------- ---------- ----------- ---------- Total Investments 50,843 3,508 19,378 2,478 152,841 Cash -- -- -- -- 87 Employer Contributions Receivable 430 76 247 -- 1,598 ----------- ----------- ---------- ----------- ---------- Net Assets Available for Benefits $ 51,273 $ 3,584 $ 19,625 $ 2,478 $154,526 ----------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ----------
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, 1997 (Dollars in thousands)
Capital Equity Ceridian New Int'l Appre- Index New Stock Horizons Stock ciation 500 Income ---------- ------------ ---------- ---------- ---------- ---------- Participant Contributions $ 572 $ 1,911 $ 889 $ 534 $ 156 $ 535 Employer Contributions 129 412 188 113 61 125 Net Change in Fair Value Including Realized Gain (Loss) 1,373 2,262 (216) 99 167 224 Investment Income Dividends -- 879 493 728 33 764 Interest -- -- -- -- -- -- ---------- ------------ ---------- ---------- ---------- ---------- Total Additions 2,074 5,464 1,354 1,474 417 1,648 Withdrawals by Participants 766 2,748 802 590 49 634 ---------- ------------ ---------- ---------- ---------- ---------- Net Increase (Decrease) prior to Transfers 1,308 2,716 552 884 368 1,014 Net Transfers (to) from Other Plans 12 37 3 17 1 -- Interfund Transfers (1,259) (2,885) (852) 61 2,321 (123) ---------- ------------ ---------- ---------- ---------- ---------- Increase (Decrease) in Net Assets Available for Benefits 61 (132) (297) 962 2,690 891 Net Assets Available for Benefits: Beginning of Year 10,889 36,549 9,804 4,924 -- 10,915 ---------- ------------ ---------- ---------- ---------- ---------- End of Year $10,950 $36,417 $ 9,507 $ 5,886 $ 2,690 $11,806 ---------- ------------ ---------- ---------- ---------- ---------- ---------- ------------ ---------- ---------- ---------- ---------- Summit Equity Small-Cap Cash Balanced Income Value Reserves Loan Total ---------- ------------ ---------- ---------- ---------- ---------- Participant Contributions $ 443 $ 2,662 $ 522 $ 1,482 $ -- $ 9,706 Employer Contributions 101 585 132 332 -- 2,178 Net Change in Fair Value Including Realized Gain (Loss) 678 8,298 810 -- -- 13,695 Investment Income Dividends 221 6,441 442 1,028 -- 11,029 Interest -- -- -- -- 189 189 ---------- ------------ ---------- ---------- ---------- ---------- Total Additions 1,443 17,986 1,906 2,842 189 36,797 Withdrawals by Participants 406 4,892 400 1,909 165 13,361 ---------- ------------ ---------- ---------- ---------- ---------- Net Increase (Decrease) prior to Transfers 1,037 13,094 1,506 933 24 23,436 Net Transfers (to) from Other Plans 3 22 9 52 2 158 Interfund Transfers 509 797 1,977 376 (170) -- ---------- ------------ ---------- ---------- ---------- ---------- Increase (Decrease) in Net Assets Available for Benefits 1,549 13,913 3,492 609 (144) 23,594 Net Assets Available for Benefits: Beginning of Year 4,485 51,273 3,584 19,625 2,478 154,526 ---------- ------------ ---------- ---------- ---------- ---------- End of Year $ 6,034 $65,186 $ 7,076 $20,234 $2,334 $178,120 ---------- ------------ ---------- ---------- ---------- ---------- ---------- ------------ ---------- ---------- ---------- ----------
See accompanying notes to financial statements. - 5 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1997 and 1996 (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 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 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, 1997 and 1996 (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 the Company's qualified defined benefit pension plan are eligible to participate in the Plan. The Plan is administered by the Company through its Director of Employee Benefits and through its Retirement Committee, 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 1997. The Internal Revenue Code limited the total salary deferral contributions of any participant during the 1997 Plan year to $9,500, and provided that no participant may make salary deferral contributions to the Plan from pay in excess of $160,000. These amounts are subject to periodic adjustment for increases in the cost of living in accordance with Treasury regulations. In addition, for 1997, the Company and Adopting Affiliates made basic monthly matching contributions totaling $833,000 and declared a year-end performance matching contribution of $1,345,000. - 7 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1997 and 1996 The basic monthly matching contributions in 1997 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 45% of a participant's salary deferral contributions during 1997 up to a maximum of 3% of compensation, for participants who were employees on December 31, 1997. (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, 1997 and 1996 (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) Equity Index 500 Fund - This is a T. Rowe Price mutual fund which passively invests in common stocks of companies included in the Standard & Poor's 500 Stock Index in order to match, as closely as possible, the investment performance of that Index. (f) 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. (g) 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. (h) 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. (i) 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. (j) Summit Cash Reserves Fund - This is a T. Rowe Price money market fund which replaced the Prime Reserve Fund and 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, 1997 and 1996 (8) NUMBER OF PARTICIPANTS The number of participants in each investment program as of December 31, 1997 and 1996 is as follows:
1997 1996 ---- ---- Ceridian Stock Fund 1,471 1,727 New Horizons Fund 1,786 1,927 International Stock Fund 1,025 1,057 Capital Appreciation Fund 633 638 Equity Index 500 Fund 262 -- New Income Fund 953 1,050 Balanced Fund 604 572 Equity Income Fund 2,186 2,241 Small-Cap Value Fund 658 473 Summit Cash Reserves Fund 1,529 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. The Company believes the Plan continues to operate in compliance with the applicable requirements of the Internal Revenue 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). (11) SALE OF COMPUTING DEVICES INTERNATIONAL DIVISION In connection with the sale by Ceridian of its Computing Devices International division ("CDI") to General Dynamics Corporation on December 31, 1997, the Plan was amended to provide that participants who were employees of CDI immediately before the date of sale would, despite the sale, (i) be entitled to receive any 1997 performance-based matching contribution paid under the Plan and (ii) be permitted to continue their participant loans under the Plan if they continued to be employed by General Dynamics. - 10 - Schedule 1 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 (Dollars in thousands)
Shares or Fair Market Description Face Value Cost Value ----------- ---------- ----- ----- CERIDIAN STOCK FUND Ceridian Corporation* Common Stock 237,081 $ 6,208 $ 10,861 T. ROWE PRICE MUTUAL FUNDS** New Horizons Fund 1,552,245 27,480 36,167 International Stock Fund 700,131 8,809 9,396 Capital Appreciation Fund 395,383 5,520 5,816 Equity Index 500 Fund 100,055 2,496 2,640 New Income Fund 1,293,056 11,411 11,728 Balanced Fund 360,900 4,801 5,970 Equity Income Fund 2,486,574 45,772 64,825 Small-Cap Value Fund 298,641 5,911 6,988 Summit Cash Reserves Fund 20,034,222 20,034 20,034 LOAN FUND Loans Receivable from Participants --- 2,334 2,334 (Range of interest rates 5.8% -------- -------- to 9.5%) $140,776 $176,759 -------- -------- -------- --------
*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, 1997
Identity of Party *Total *Total Involved/ Dollar Value Dollar Value Net Gain Description of Asset of Purchases of Sales or (Loss) -------------------- ------------ -------- --------- **T. Rowe Price New Horizons Fund $ 3,602,443 $ 5,916,613 $ 923,390 **T. Rowe Price Equity Income Fund 11,747,772 6,064,716 1,788,223 **T. Rowe Price Summit Cash Reserves Fund 5,533,355 4,877,363 --
*Information on total numbers of purchases and total number of sales is not readily available from the Plan's trustee. **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 - 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. CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Date: June 26, 1998 By: Ceridian Corporation its Named Fiduciary By: /s/ J.H. Grierson _________________________________ John H. Grierson Vice President and Treasurer - 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 IBR 99.3 Ceridian Corporation Personal Investment Plan 1995 Revision - Fifth Declaration of Amendment IBR 99.4 Ceridian Corporation Personal Investment Plan 1995 Revision - Sixth Declaration of Amendment IBR 99.5 Ceridian Corporation Personal Investment Plan 1995 Revision - Seventh Declaration of Amendment IBR 99.6 Ceridian Corporation Personal Investment Plan 1995 Revision - Eighth Declaration of Amendment E
Legend: (E) Electronic Filing (IBR) Incorporated by reference from previous filing - 14 - EX-23 2 EXHIBIT 23 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 June 12, 1998, relating to the statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment 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 Ceridian Corporation Personal Investment Plan. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota June 26, 1998 - 15 - EX-99.6 3 EXHIBIT 99-6 Exhibit 99.6 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN 1995 REVISION EIGHTH 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(B) thereof is amended by adding a new final sentence which reads as follows: "Notwithstanding the foregoing, an Active Participant who is an Employee of Paragon, Inc., or an Employee of the Company with employment duties principally related to the Company's Computing Devices International division, immediately prior to the date on which the Company sells substantially all of the assets of the Computing Devices International division, including all of the outstanding capital stock of Paragon, Inc., to General Dynamics Corporation and/or one or more of its affiliates will be eligible to share in the Performance-Based Matching Contribution, if any, for the 1997 Plan Year even if he or she is not actively employed with an Affiliated Organization on December 31, 1997, but only if he or she is not an SBC Participant described in the prior sentence." 2. Section 6.5(C) is amended by adding a new clause (5) which reads as follows: "(5) Notwithstanding Subsection (C)(4), in the case of a borrower who (a) is an Employee of Paragon, Inc., or an Employee of the Company with employment duties principally related to the Company's Computing Devices International division, immediately prior to the date on which the Company sells substantially all of the assets of the Computing Devices International division, including all of the outstanding capital stock of Paragon, Inc., to General Dynamics Corporation and/or one or more of its affiliates and (b) on such date either continues to be an employee of Paragon, Inc. or becomes an employee of General Dynamics Corporation or any other entity that together with General Dynamics Corporation is treated as a single employer pursuant to Code section 414(b) or 414(c) (a "General Dynamics Affiliate"), the balance of the borrower's outstanding loan or loans will not be accelerated or be in default solely as a result of his or her continuing to be employed by Paragon, Inc. after the sale thereof or becoming employed by General Dynamics Corporation or any General Dynamics Affiliate if and so long as he or she (w) remains employed with General Dynamics Corporation or any General Dynamics Affiliate, (x) authorizes General Dynamics Corporation and each General Dynamics Affiliate to deduct from the borrower's pay the amount of any payments due under the terms of the loan; (y) does not elect to receive a distribution of any portion of his or her Account pursuant to Section 8.1 while the loan remains outstanding and (z) signs such documents and satisfies all other terms of the - 16 - loan or loans and such other conditions as may from time to time be required pursuant to the terms of the Plan or Plan Rules." 3. Section 6.5(H) thereof is amended by adding thereto a new final sentence which reads as follows: "A Participant described in Subsection (C)(5) may also repay the entire balance of any outstanding loan without penalty at any time prior to the first anniversary of the date the loan was made." 4. Section 8.1(A)(1) thereof is amended by substituting "$5000" for "$3500" each place it appears therein. 5. Section 11.3 thereof is amended to read as follows: "11.3 ADMINISTRATOR. The 'Administrator' of the Plan is an individual or committee designated by the Company. The amendments set forth at items 1, 2 and 3 above are effective as of December 31, 1997 subject to the closing of the sale of substantially all of the assets of the Company's Computing Devices International division to General Dynamics Corporation and/or one or more of its affiliates on that date; the amendment set forth at item 4 above is effective as of January 1, 1998; and the amendment set forth at item 5 above is effective as of January 1, 1997. The amendments set forth at items 4 and 5 apply to all Participants, including those who terminated employment before the effective date of such provisions, and the Beneficiaries of all deceased Participants, including those who died before the effective date of such provisions. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 19th of December, 1997. CERIDIAN CORPORATION Attest:/s/John A. Haveman By:/s/J. H. Grierson ----------------------- ---------------------- Secretary Vice President - 17 - -----END PRIVACY-ENHANCED MESSAGE-----