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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K/A
Amendment No. 2 to CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 1994
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-1969 52-0278528
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8100 34th Avenue South, Minneapolis, Minnesota 55425
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612)853-8100
(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
The pro forma financial information is hereby amended by the addition
of an adjustment (2), reflecting the cost of funds used for the acquisition
of Tesseract, to the pro forma statements of operations for the year ended
December 31, 1993, and the three month period ended March 31, 1994.
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<TABLE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Ceridian Corporation and Subsidiaries
Year Ended December 31, 1993
<CAPTION>
Historical Pro Forma
(Dollars in millions Ceridian Tesseract
except per share data) Corporation Corporation Adjustments Results
<S> <C> <C> <C> <C>
Revenue
Product sales $ 442.0 $ 28.9 $ 442.0
Services 444.1 28.9 473.0
Total 886.1 915.0
Cost of revenue
Product sales 353.1 11.0 353.1
Services 252.9 263.9
Total 606.0 11.0 617.0
Gross profit 280.1 17.9 298.0
Operating expenses
Selling, general and
administrative 178.1 9.3 4.9 (1) 192.3
Technical expense 48.6 6.2 54.8
Other expense (income) (3.5) (3.5)
Restructure loss (gain) 67.0 2.3 69.3
Earnings (Loss) before
interest and taxes (10.1) 0.1 (14.9)
Interest income 8.3 0.3 (2.4) (2) 6.2
Interest expense (16.4) (16.4)
Earnings (Loss) before
income taxes (18.2) 0.4 (25.1)
Income tax provision 3.8 0.2 4.0
Earnings (Loss) from
continuing operations $ (22.0) $ 0.2 $ (29.1)
Earnings (Loss) per share $ (0.52) $ (0.68)
(See accompanying notes.)
</TABLE>
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<TABLE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Ceridian Corporation and Subsidiaries
For the Three Months Ended March 31, 1994
<CAPTION>
Historical Pro Forma
(Dollars in millions Ceridian Tesseract
except per share data) Corporation Corporation Adjustments Results
<S> <C> <C> <C> <C>
Revenue
Product sales $ 112.5 $ 4.5 $ 112.5
Services 108.8 4.5 113.3
Total 221.3 225.8
Cost of revenue
Product sales 90.3 90.3
Services 48.3 1.8 50.1
Total 138.6 1.8 140.4
Gross profit 82.7 2.7 85.4
Operating expenses
Selling, general and
administrative 46.9 1.7 1.2 (1) 49.8
Technical expense 12.8 2.8 15.6
Other expense (income) 0.4 0.4
Earnings (Loss) before
interest and taxes 22.6 (1.8) 19.6
Interest income 1.9 0.1 (0.6) (2) 1.4
Interest expense (0.4) (0.4)
Earnings (Loss) before
income taxes 24.1 (1.7) 20.6
Income tax provision 1.9 (0.7) 1.2
Net earnings $ 22.2 $ (1.0) $ 19.4
Primary Earnings per share $ 0.42 $ 0.36
Fully diluted earnings $ 0.40 $ 0.35
per share
(See accompanying notes.)
</TABLE>
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Notes to Pro Forma Condensed Consolidated Statement of Operations
(Unaudited)
The pro forma statements of operations assume that the acquisition of
Tesseract took place on January 1, 1993, and include the following pro
forma adjustments:
(1) Amortization over a 15 year period of goodwill of $73.4 million
arising from this transaction.
The following adjustment is added by Amendment No. 2:
(2) The cost of foregone interest income at 4% on $60.0 million of
cash and short-term investments assumed liquidated in order to purchase
Tesseract.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CERIDIAN CORPORATION
Registrant
Date: March 24, 1995 /s/ J. R. Eickhoff
J. R. Eickhoff
Vice President
& Chief Financial Officer
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