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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1994
COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN
(Full title of the Plan)
COMDATA HOLDINGS CORPORATION
5301 Maryland Way
Brentwood, Tennessee 37027
(Name and address of principal executive
office of the issuer of the securities held
pursuant to the Plan)
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COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994 AND 1993
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets - December 31, 1994 2
Statement of Net Assets - December 31, 1993 3
Statement of Changes in Net Assets for the Year
Ended 4
December 31, 1994
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a - Schedule of Assets Held
for Investment Purposes
-December 31, 1994 10
Schedule II: Item 27d - Schedule of Reportable
Transactions for the
Year Ended December 31, 1994 11
SIGNATURE 12
EXHIBITS
Exhibit 23 - Consent of Independent
Public Accountant 13
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Comdata Holdings Corporation 401(K)
Retirement Plan:
We have audited the accompanying statements of net assets of the
COMDATA HOLDINGS CORPORATION 401(K) RETIREMENT PLAN as of
31, 1994 and 1993, and the related statement of changes
December
in net assets for the year ended December 31, 1994. These
financial statements and the schedules referred to below are the
responsibility of the Plan Administrator. Our responsibility is
to express an opinion on these financial statements and schedules
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 of the
Plan as of December 31, 1994 and 1993, and the changes in its net
assets for the year ended December 31, 1994, 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 (Schedule I) and
reportable transactions (Schedule II) are presented for purposes
of additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules 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.
/s/ARTHUR ANDERSON LLP
Nashville, Tennessee
January 31, 1996
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COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS
DECEMBER 31, 1994
<S> <C> <C> <C> <C> <C> <C>
Comdata Equity Money Asset
Stock Index Market Management Bond Total
Fund Fund Fund Fund Fund Funds
ASSETS:
Contributions receivable:
Employer $ 339,353 $ - $ - $ - $ - $ 339,353
Employee 7,415 10,395 7,048 13,422 5,381 43,661
Accrued investment income 246 27 1,762 46 12 2,093
Total receivables 347,014 10,422 8,810 13,468 5,393 385,107
Investments, at market:
Common stock 1,463,312 - - - - 1,463,312
Common funds - equity - 821,227 - 1,533,400 - 2,354,627
Common funds - fixed - - - - 856,994 856,994
Short-term investments 54,156 10,084 369,950 11,475 5,071 450,736
Participant loans 30,260 5,013 55,071 3,470 964 94,778
Total investments 1,547,728 836,324 425,021 1,548,345 863,029 5,220,447
Transfers due (to) from other funds 95,733 (11,087) (5,681) (56,416) (22,549) -
Total assets 1,990,475 835,659 428,150 1,505,397 845,873 5,605,554
LIABILITIES:
Contributions refundable 42,492 25,911 19,194 66,046 11,059 164,702
Total liabilities 42,492 25,911 19,194 66,046 11,059 164,702
NET ASSETS $1,947,983 $809,748 $408,956 $1,439,351 $834,814 $5,440,852
The accompanying notes are an integral part of this statement.
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COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS
DECEMBER 31, 1993
<S> <C> <C> <C> <C> <C> <C>
Comdata Equity Money Asset
Stock Index Market Management Bond Total
Fund Fund Fund Fund Fund Funds
ASSETS:
Contributions receivable:
Employer $ 156,764 $ - $ - $ - $ - $ 156,764
Employee 4,914 7,608 7,295 11,710 5,160 36,687
Accrued investment income 37 5 627 8 4 681
Total receivables 161,715 7,613 7,922 11,718 5,164 194,132
Investments, at market:
Common stock 857,551 - - - - 857,551
Common funds - equity - 575,863 - 1,345,177 - 1,921,040
Common funds - fixed - - - - 838,507 838,507
Short-term investments 16,716 - 223,197 - - 239,913
Participant loans 31,185 614 43,488 2,345 1,336 78,968
Total investments 905,452 576,477 266,685 1,347,522 839,843 3,935,979
Transfers due (to) from other funds - - - - - -
Total assets 1,067,167 584,090 274,607 1,359,240 845,007 4,130,111
LIABILITIES:
Contributions refundable 20,412 13,350 4,222 24,617 16,078 78,679
Other liabilities 16,710 - - - - 16,710
Total liabilities 37,122 13,350 4,222 24,617 16,078 95,389
NET ASSETS $1,030,045 $ 570,740 $270,385 $1,334,623 $828,929 $4,034,722
The accompanying notes are an integral part of this statement.
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COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<S> <C> <C> <C> <C> <C> <C>
Comdata Equity Money Asset
Stock Index Market Management Bond Total
Fund Fund Fund Fund Fund Funds
NET ASSETS, beginning of year $1,030,045 $570,740 $270,385 $1,334,623 $828,929 $4,034,722
Additions:
Employer contributions 339,353 - - - - 339,353
Employee contributions 135,627 280,972 162,446 299,815 149,602 1,028,462
Total contributions 474,980 280,972 162,446 299,815 149,602 1,367,815
Net gain (loss) on investments 451,794 6,767 - (25,235) (16,989) 416,337
Interest income 1,185 960 13,271 1,499 468 17,383
Other, including transfers in (out)
among funds 102,323 7,779 (11,188) (26,032) (74,401) (1,519)
Total additions, net 1,030,282 296,478 164,529 250,047 58,680 1,800,016
Deductions:
Benefits paid 112,344 57,470 25,958 145,319 52,795 393,886
NET ASSETS, end of year $1,947,983 $809,748 $408,956 $1,439,351 $834,814 $5,440,852
The accompanying notes are an integral part of this statement.
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COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994 AND 1993
1. PLAN DESCRIPTION
The following description of the Comdata Holdings Corporation
401(k) 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 (the "Company"). All employees
of the Company who are 21 years of age and have completed one
year of service, as defined, are eligible to participate.
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Contributions
Participants may contribute up to 20% of their annual
compensation to the Plan up to a maximum of $9,240 and $8,994
for calendar years 1994 and 1993, respectively. These
contributions are considered income tax deferred in
accordance with the Internal Revenue Code ("IRC").
Through June 30, 1993, the Company provided a matching
contribution equal to 100% of the first $100 of participant
contributions and 25% of participant contributions over $100,
up to 6% of compensation, as defined. Effective July 1,
1993, the Company matched 100% of the first $100 of
participant contributions and 50% of participant
contributions over $100, up to 3% of compensation, as
defined. Additionally, upon approval of the Company's Board
of Directors, the Company may make a discretionary
contribution to the Plan which is allocated to participants'
accounts based on compensation. As discussed in Note 5,
subsequent to the Plan's year-end the Company made a
discretionary contribution of $90,000 for the 1994 plan year.
No discretionary contribution was made by the Company in
1993.
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Vesting
Participants are fully vested in their contributions 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 non-vested portion of a participant's account is held
separately until a break in employment service occurs. If
the participant is not rehired at the end of the plan year in
which the participant has five consecutive one-year breaks in
employment, the non-vested portion of the participant's
account is forfeited and used to augment company matching
contributions.
Benefits
Upon termination of service due to death, disability,
retirement or termination of employment, participants or
their designated beneficiaries may elect to receive an amount
equal to the value of the vested interest in their account.
Additionally, participants or their designated beneficiaries
may withdraw their vested account balances at any time on or
after the age of 59 /. Under the Plan, participants may
chose among various forms of payment: lump-sum, 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.
Investment Options
Effective July 1, 1993, the Plan changed its investment
options from three funds to five funds, all of which are
managed by Bankers Trust of New York, the Plan's trustee.
Participants may direct their contributions and related
earnings into the five investment options in 10% increments
and may change their investment elections quarterly.
Participants may not direct the investment of employer
matching contributions. Under the Plan, employer matching
contributions are invested in the Comdata Stock Fund. A
description of each investment option is provided on the
following page.
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Comdata Stock Fund This fund invests in shares of
the Company's common stock which
is publicly traded.
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.
Short and Intermediate This fund invests in a
Bond Fund 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 borrowed is
limited to the lesser of $50,000 or 50% of the participant's
vested account balance, with a minimum loan amount of $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. The average interest rate for participant loans
during 1994 and 1993 were approximately 9.3% and 9.0%,
respectively.
Participant Terminations
In 1993, the Company terminated approximately 175 Plan
participants. There were no significant terminations of Plan
participants during 1994.
Trustee
The assets of the Plan are administered under the terms of a
trust agreement between the Company and Bankers Trust of New
York (the "Trustee") effective July 1, 1993. Prior to that
date, NationsBank of Tennessee served as trustee of the Plan.
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Plan Termination
Although it has not expressed any intent to do so, the
Company 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 remain vested in
their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
Financial statements of the Plan are presented on the accrual
basis of accounting.
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, as of December 31, 1994
and 1993, respectively.
Administrative Expenses
Administrative expenses of the Plan are paid by the Company
and totaled $41,165 and $50,116 for 1994 and 1993,
respectively.
3. INVESTMENTS
The Trustee holds all of the Plan's investments and executes
all transactions therein.
The fair market values of assets that represent 5% or more of
the Plan's net assets as of December 31, 1994 and 1993 are as
follows:
1994 1993
Comdata Holdings Corporation $1,463,312 $ 857,551
BT Pyramid Equity Index Fund 821,227 575,863
BT Pyramid Discretionary Cash Fund 369,950 223,197
BT Pyramid Asset Management Fund 1,533,400 1,345,177
BT Pyramid Short and
Intermediate Bond Fund 856,994 838,507
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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. SUBSEQUENT EVENTS
In February 1995, the Company acquired Trendar Corporation.
In connection with the acquisition, all Trendar employees who
were participants of the Trendar 401(k) plan, became
participants of the Comdata 401(k) plan. Comdata has filed a
request with the IRS to transfer all funds which were
invested in Trendar's 401(k) plan prior to the acquisition to
the Comdata plan.
On April 20, 1995, the Company's Board of Directors approved
a discretionary employer contribution of $90,000 for the 1994
plan year which was received by the Plan in May 1995. Since
the contribution was not approved until after December 31,
1994, it is not reflected in the accompanying financial
statements as of December 31, 1994 and for the year then
ended.
In December 1995, the Company completed its merger with
Ceridian Corporation as announced by the Company in August
1995. Pursuant to the terms of the merger, each share of
Comdata common stock held by the Plan was exchanged for .57
shares of Ceridian common stock. The Plan's management is
unable to determine any additional impact of the merger on
the Plan.
6. CERTIFIED INFORMATION
As explained in Note 1, effective July 1, 1993 the Plan's
funds are maintained by the Banker's Trust of New York. The
Plan Administrator has instructed the independent public
accountants not to examine the information certified as
complete and accurate by Banker's Trust of New York and
NationsBank of Tennessee. This certification applies to
substantially all Plan assets and transactions for the dates
presented.
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SCHEDULE I
COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<S> <C> <C> <C>
Description of
Investment
Identity of Issuer, Including Maturity Current
Borrower, Lessor, or Date, Rate of Cost Value
Similar Party Interest,
Collateral, Par or
Maturity Value
* Comdata Holdings Common stock, par $1,259,210 $1,463,312
Corporation value $.01 per
share
* Bankers Trust Common funds - 2,326,296 2,354,627
equity
* Bankers Trust Common funds - 852,994 856,994
fixed
* Bankers Trust Short-term 450,736 450,736
investments
* Various plan Participant loans -
participants payable up to five
years, interest
rates ranging from
7.0% to 11.25% 94,778 94,778
Total assets held
for investment
purposes $4,984,014 $5,220,447
The accompanying notes are an integral part of this schedule.
* Represents a party in interest.
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SCHEDULE II
COMDATA HOLDINGS CORPORATION
401(K) RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Series of Transactions Involving
More Than 5% of Beginning Plan Assets
<S> <C> <C> <C> <C> <C>
Identity of Issuer, Purchases Sales
Borrower, Lessor, or Description of Purchase Selling Cost of Net
Similar Party Investment Price Price Assets Gain/Loss
* Bankers Trust Common funds - $ 254,473 $ 11,476 $ 9,933 $ 1,543
equity
* Bankers Trust Common funds - 324,173 111,032 108,643 2,389
equity
* Bankers Trust Short-term 1,397,828 1,176,584 1,176,584 -
investments
The accompanying notes are an integral part of this schedule.
* Represents a party in interest.
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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) RETIREMENT PLAN
Date: March 15, 1996 By: /s/Russ Follis
Russ Follis
Plan Administrator
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