<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 1995
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-1969 52-0278528
(State of 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)
<PAGE>
Registrant's telephone number, including area code:(612-853-8100)
<PAGE>
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 12, 1995, Convoy Acquisition Corp. ("Merger
Sub"), a wholly-owned subsidiary of Ceridian Corporation
("Ceridian") merged (the "Merger'') with and into Comdata
Holdings Corporation ("Comdata"), after the Merger had been approved
that morning at a special meeting of Comdata's stockholders and the
issuance of additional shares of Ceridian Common Stock pursuant to
the Merger had been approved that morning at a special meeting of
Ceridian's stockholders. As a result, Comdata became a wholly-owned
subsidiary of Ceridian. The Merger occurred pursuant to an
Agreement and Plan of Merger, dated as of August 23, 1995 (the
"Merger Agreement", by and among Ceridian, Merger Sub and
Comdata. As a result of the Merger, each share of Comdata's Common
Stock was converted into the right to receive 0.57 of a share of
Ceridian Common Stock. Comdata stockholders who otherwise would be
entitled to fractional shares of Ceridian Common Stock will receive
cash in lieu thereof. Agreement on the exchange ratio was achieved
as a result of direct negotiations between the Chairman and Chief
Executive Officer of Ceridian and of Comdata, respectively, subject
to approval by each company's board of directors. Comdata
stockholders will receive in the aggregate approximately 20.5
million shares of Ceridian common stock as a result of the Merger.
Comdata is a leading provider of transaction processing
services to the trucking and gaming industries. Comdata provides
funds transfer, regulatory permit and other services to trucking
companies at numerous truck stops and other locations. Other
trucking company services include debit card issuance and
authorization, telephone services and backhaul information, all of
which make use of the information processing or telecommunications
capabilities of Comdata's proprietary computerized
telecommunications network. Comdata also provides cash advance
services to the gaming industry using credit cards and debit
services employing automated teller machines and similar devices.
Comdata uses its network to provide a system by which individuals
may use MasterCard, VISA and Discover credit cards or their bank
automatic teller machine card to obtain cash in casinos, racetracks
and other gaming locations. In 1994, Comdata processed
approximately 35.8 million funds transfer transactions for the
trucking industry and approximately 6.6 million cash advance
transactions at gaming locations, collectively involving
approximately $8.4 billion.
Charges related to the post-merger refinancing of Comdata's
debt, as described in Item 5 below, and costs associated with the
Merger are expected to total approximately $70 million and will be
incurred in the fourth quarter 1995. An additional charge of
approximately $10 million will be taken in the fourth quarter 1995
representing Comdata balance sheet revaluations due primarily to
the application of Ceridian accounting policies to Comdata operations.
1
<PAGE>
<PAGE>
The Comdata acquisition, which is being accounted for on a pooling-
of-interests basis, is expected to add approximately $280 million to
Ceridian's 1995 revenue. Accordingly, Ceridian expects to conclude
1995 with approximately $1.3 billion of revenue and to record a profit
for the year.
The background of the Merger is more fully descibed in the
Registration Statement of Ceridian on Form S-4 (File No. 33-64089)
(the "egistration Statement". The Merger Agreement was included
as Appendix A to the Prospectus (the ''Prospectus'') contained in
the Registration Statement, and is incorporated herein by reference
as Exhibit 2 hereto.
Item 5. Other Events.
On December 12, 1995, Ceridian also concluded a three-year,
$325 million revolving credit facility with a commercial bank
syndicate, with Bank of America as agent. The credit facility will
enable the combined company to finance Comdata's November 22, 1995
tender offers for all $130 million in principal amount of its
outstanding 12.5% Senior Notes due 1999 and all $75 million in
principal amount of its outstanding 13.25% Senior Subordinated
Debentures due 2002. The tender offers will expire on December 21,
1995, at 5:00 p.m. (EST) unless extended by Comdata. The balance of
the credit facility will be available to meet the post-merger
working capital needs of Ceridian and Comdata.
The credit facility is unsecured but is guaranteed by Comdata
and its Comdata Network subsidiary, and has a final maturity of
November 30, 1998. Ceridian is able to obtain revolving credit
advances and up to $75 million in standby letters of credit under
the facility. The pricing of the credit facility for both loans and
letters of credit is determined based on Ceridian's post-merger
senior, unsecured debt ratings. Current ratings would enable
Ceridian to obtain revolving loans either at prime rate or at 65
basic points above 1, 2, 3 or 6-month IBOR, which means funds are
initially available at an annual interest rate of approximately
6.3%. Credit availability under the facility in excess of $75
million is initially limited to retirement of Comdata's 12.5%
Senior Notes, 13.25% Senior Subordinated Debentures and 11%
Junior Subordinated Extendible Notes due 1997. Ceridian is
subject to various covenants under the credit facility,
including covenants pertaining to Ceridian's net worth, fixed
charge coverage ratio and permitted debt.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
2
<PAGE>
<PAGE>
(a) Financial Statements of Businesses Acquired.
The following financial statements filed filed with the
Securities and Exchange Commission by Comdata (File No. 0-16151)
are incorporated herein by reference:
(1) The consolidated balance sheets of Comdata, as of
December 31, 1994 and 1993, the related consolidated statements
of operations, cash flows and stockholders' equity for the
years ended December 31, 1994, 1993 and 1992, and the related
Notes to Consolidated Financial Statements contained in Item 8
of the Annual Report on Form 10-K of Comdata for the year ended
December 31, 1994 (but no other portions of such Form 10-K).
(2) The consolidated balance sheets of Comdata as of
September 30, 1995 and December 31, 1994, the consolidated
statements of operations and cash flows for the nine months
ended September 30, 1995 and September 30, 1994, respectively,
and the related Notes to Consolidated Financial Statements
(Unaudited) contained in the Quarterly Report on Form 10-Q of
Comdata for the quarter ended September 30, 1995 (but no other
portions of each Form 10-Q).
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial
statements of Ceridian and related Notes to Unaudited Pro Forma
Condensed Combined Financial Statements are incorporated by
reference from the section captioned ''Unaudited Pro Forma Condensed
Combined Financial Statements'' on pages F1 through F-8 of the
Prospectus contained in the Registration Statement:
Unaudited Pro Forma Condensed Combined Balance Sheet at
September 30, 1995
Unaudited Pro Forma Condensed Combined Statements of Operations
for the years ended December 31, 1994, 1993 and 1992
and for the nine month periods ended September 30, 1995
and 1994.
(c) Exhibits.
Exhibit 2 Agreement and Plan of Merger, dated as
of August 23, 1995 by and among Ceridian
Corporation, Convoy Acquisition Corp. and
Comdata Holdings Corporation (incorporated
by reference to Appendix A to the Prospectus
contained in Ceridian's Registration
Statement on Form S-4 (File No. 33-64089).
3
<PAGE>
<PAGE>
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
Dated: December 21, 1995
By: /s/John A. Haveman
Name: John A. Haveman
Title: Vice President &
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Filing Information
2 Agreement and Plan Incorporated by reference
of Merger, dated as to Appendix A to the
of August 23, 1995, Prospectus contained in
by and among Ceridian the Registration State-
Corporation, Convoy ment of Ceridian Corpora-
Acquisition Corp. and tion on Form S-4 (File
Comdata Holdings Cor- No. 33-64089)
poration
