<PAGE>
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)
<PAGE>
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
Financial Statements Page Number
- -------------------- -----------
<S> <C>
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
</TABLE>
- 1 -
<PAGE>
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 -
<PAGE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Equity
Ceridian New Int'l Capital Index New
Stock Horizons Stock Apprec. 500 Income
---------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
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
---------- --------- --------- ---------- ---------- ---------
---------- --------- --------- ---------- ---------- ---------
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Ceridian New Int'l Capital New
Stock Horizons Stock Apprec. Income Balanced
----------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
----------- ----------- ---------- ----------- ----------
----------- ----------- ---------- ----------- ----------
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE>
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)
<TABLE>
<CAPTION>
Capital Equity
Ceridian New Int'l Appre- Index New
Stock Horizons Stock ciation 500 Income
---------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
---------- ------------ ---------- ---------- ---------- ----------
---------- ------------ ---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
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
</TABLE>
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 -
<PAGE>
Schedule 1
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Shares or Fair Market
Description Face Value Cost Value
----------- ---------- ----- -----
<S> <C> <C> <C>
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
-------- --------
-------- --------
</TABLE>
*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 -
<PAGE>
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
<TABLE>
<CAPTION>
Identity of Party *Total *Total
Involved/ Dollar Value Dollar Value Net Gain
Description of Asset of Purchases of Sales or (Loss)
-------------------- ------------ -------- ---------
<S> <C> <C> <C>
**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 --
</TABLE>
*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 -
<PAGE>
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 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Code
- ------- ----------- ----
<S> <C> <C>
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
</TABLE>
Legend: (E) Electronic Filing
(IBR) Incorporated by reference from previous filing
- 14 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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
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