<PAGE>
UNITED STATES
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, 1993
Commission File Number 0-20252
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
(Full title of the Plan)
DELAWARE 41-1718075
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
CONTROL DATA SYSTEMS, INC.
4201 LEXINGTON AVENUE NORTH
ARDEN HILLS, MINNESOTA 55126-6198
(Name and address of principal executive
office of the issuer of the securities held
pursuant to the Plan)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and
the Retirement Committee
Control Data Systems, Inc.:
We have audited the accompanying statements of net assets of plan participants
of the Control Data Systems, Inc. Personal Investment Plan (the "Plan") as of
December 31, 1993 and 1992 and the related statements of changes in net assets
of plan participants for the year ended December 31, 1993 and the five months
ended December 31, 1992. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on theses
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 plan participants of the Plan as of
December 31, 1993 and 1992, and the changes in net assets of plan participants
for the year ended December 31, 1993 and the five months ended December 31,
1992, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming and opinion on the basic
financial statements taken as a whole. Schedules 1 and 2 are presented the
purposes of complying with the Department of Labor 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
supplemental schedules have been subjected to the auditing procedures applied
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.
Minneapolis, Minnesota
June 25, 1994
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
PAGE NUMBER
-----------
Financial Statements:
Statement of Net Assets of Plan Participants -
December 31, 1993 1
Statement of Net Assets of Plan Participants -
December 31, 1992 2
Statement of Changes in Net Assets of Plan Participants -
Year Ended Decemeber 31, 1993 3
Statement of Changes in Net Assets of Plan Participants -
Five Months Ended December 31, 1992 4
Notes to Financial Statements for December 31, 1993 and 1992 5
Supplemental Schedules:
Schedule 1 - Schedule of Assets Held for Investment Purposes -
December 31, 1993 10
Schedule 2 - Schedule of Reportable Transactions-Series of
Transactions in the Same Security
Which Exceed 5% of Plan Assets -
Year Ended December 31, 1993 11
Signature 12
Exhibit 24 - Consent of Independent Auditors 13
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Net Assets of Plan Participants
December 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
-------- ------- ------- ------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments
Control Data Systems
Common Stock $ 485 $ -- $ -- $ -- $ -- $ -- $ -- $ 485
Ceridian Corporation
Common Stock -- 1,082 -- -- -- -- -- 1,082
T. Rowe Price
New Horizons Fund -- -- 5,899 -- -- -- -- 5,899
T. Rowe Price
International Stock Fund -- -- 1,668 -- -- -- -- 1,668
T. Rowe Price
Capital Appreciation Fund -- -- 685 -- -- -- -- 685
T. Rowe Price
Prime Reserve Fund -- -- -- 6,321 -- -- -- 6,321
T. Rowe Price
New Income Fund -- -- -- -- 4,911 -- -- 4,911
T. Rowe Price
Equity Income Fund -- -- -- -- -- 11,252 -- 11,252
T. Rowe Price
Balanced Fund -- -- -- -- -- 540 -- 540
Contribution Receivable
from Participants -- -- -- 21 -- -- -- 21
Loans Receivable
from Participants -- -- -- -- -- -- 1,454 1,454
------- ------- ------- ------- ------- -------- ------- ---------
Net Assets of Plan
Participants $ 485 $ 1,082 $ 8,252 $ 6,342 $ 4,911 $ 11,792 $ 1,454 $ 34,318
------- ------- ------- ------- ------- -------- ------- ---------
------- ------- ------- ------- ------- -------- ------- ---------
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Net Assets of Plan Participants
December 31, 1992
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------- ------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments
Control Data Systems
Common Stock $ 312 $ -- $ -- $ -- $ -- $ -- $ -- $ 312
Ceridian Corporation
Common Stock -- 1,201 -- -- -- -- -- 1,201
T. Rowe Price
New Horizons Fund -- -- 4,837 -- -- -- -- 4,837
T. Rowe Price
International Stock Fund -- -- 323 -- -- -- -- 323
T. Rowe Price
Capital Appreciation Fund -- -- 219 -- -- -- -- 219
T. Rowe Price
Prime Reserve Fund -- -- -- 6,257 -- -- -- 6,257
T. Rowe Price
New Income Fund -- -- -- -- 4,374 -- -- 4,374
T. Rowe Price
Equity Income Fund -- -- -- -- -- 9,309 -- 9,309
T. Rowe Price
Balanced Fund -- -- -- -- -- 229 -- 229
Loans Receivable
from Participants -- -- -- -- -- -- 1,294 1,294
------- ------- ------- ------- ------- ------- ------- ---------
Net Assets of Plan
Participants $ 312 $ 1,201 $ 5,379 $ 6,257 $ 4,374 $ 9,538 $ 1,294 $ 28,355
------- ------- ------- ------- ------- ------- ------- ---------
------- ------- ------- ------- ------- ------- ------- ---------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets of Plan Participants
Year Ended December 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Transfer from Evernet
as of July 8, 1993
(Footnote 2) $ -- $ -- $ -- $ 454 $ -- $ -- $ 2 $ 456
Employee Contributions 45 -- 1,195 1,284 620 1,775 -- 4,919
Interfund Transfers 134 (259) 1,024 (911) (5) 17 -- --
Loan Withdrawals (11) (7) (150) (352) (138) (268) 926 --
Loan Repayments 5 -- 159 228 113 233 (738) --
Interest on loans 1 -- 19 29 13 29 -- 91
Investment Income:
Dividends -- -- 893 -- -- 818 -- 1,711
Interest -- -- -- 157 309 -- -- 466
Net Appreciation
on Fair Market Value of
Investments Including
Realized Gains/Losses 16 232 552 -- 115 669 -- 1,584
------- ------- ------- ------- ------- ------- ------- -------
Total Investment Income 16 232 1,445 157 424 1,487 -- 3,761
Withdrawals by Participants (17) (85) (819) (804) (490) (1,019) (30) (3,264)
------- ------- ------- ------- ------- ------- ------- -------
Increase (Decrease) in
Net Assets of Plan
Participants 173 (119) 2,873 85 537 2,254 160 5,963
Net Assets of Plan
Participants,
Beginning of Year 312 1,201 5,379 6,257 4,374 9,538 1,294 28,355
------- ------- ------- ------- ------- ------- ------- -------
Net Assets of Plan
Participants,
End of Year $ 485 $ 1,082 $ 8,252 $ 6,342 $ 4,911 $11,792 $ 1,454 $34,318
------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets of Plan Participants
Five Months Ended December 31, 1992
(Dollars in thousands)
<TABLE>
<CAPTION>
Control Data
Systems Ceridian Money Fixed
Stock Stock Equity Market Income Balanced Loan
Fund Fund Fund Fund Fund Fund Fund Total
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Transfer from Ceridian
as of August 1, 1992
(Footnote 2) $ 216 $ 1,508 $ 4,132 $ 5,903 $ 4,218 $ 8,458 $ 1,383 $25,818
Contributions:
Employee 4 -- 389 532 289 740 -- 1,954
Employer 1 -- 22 30 16 42 -- 111
------- ------- ------- ------- ------- ------- ------- -------
5 -- 411 562 305 782 -- 2,065
------- ------- ------- ------- ------- ------- ------- -------
Interfund Transfers 83 (250) 177 (105) (80) 175 -- --
Loan Withdrawals (1) (7) (29) (102) (21) (60) 220 --
Loan Repayments 1 -- 45 101 36 87 (270) --
Interest on loans -- -- 9 15 7 13 -- 44
Investment Income:
Dividends -- -- 511 -- -- 388 -- 899
Interest -- -- -- 72 110 -- -- 182
Net Appreciation (Depreciation)
on Fair Market Value of
Investments Including
Realized Gains/Losses 10 (38) 216 -- (56) (158) -- (26)
------- ------- ------- ------- ------- ------- ------- -------
Total Investment Income (Loss) 10 (38) 727 72 54 230 -- 1,055
Withdrawals by Participants (2) (12) (93) (189) (145) (147) (39) (627)
------- ------- ------- ------- ------- ------- ------- -------
Increase in
Net Assets of Plan
Participants 312 1,201 5,379 6,257 4,374 9,538 1,294 28,355
Net Assets of Plan
Participants, Beginning
of Five Month Period -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net Assets of Plan
Participants,
End of Five Month Period $ 312 $ 1,201 $ 5,379 $ 6,257 $ 4,374 $ 9,538 $ 1,294 $28,355
------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements are prepared on an accrual
basis.
(b) VALUATION OF INVESTMENTS
Investments are stated at their fair market value. Investments in
Control Data Systems, Inc. ("Control Data Systems" or the "Company")
common stock are valued by reference to the National Association of
Security Dealers Automated Quotations Stock Exchange listing.
Investments in the Ceridian Corporation ("Ceridian") common stock are
valued by reference to the New York Stock Exchange Composite
Transaction listing. Investments in T. Rowe Price 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 unamortized principal
plus accrued interest.
Participant contributions are paid by the Company to T. Rowe Price
Company (the "Trustee") on behalf of the participants in the amount by
which each participant has elected to reduce eligible earnings.
Contributions are paid to the Trustee as soon as administratively
practicable after the date on which the participant would have
otherwise received the eligible earnings. Any contributions or
distributions outstanding at year end are shown as contributions
receivable or distributions payable of the Plan.
Interest and dividend income is recognized when earned.
Purchases and sales of securities are recorded on a trade date basis.
Net realized gains and losses are recognized by the Plan upon the sale
of investments.
(c) PRESENTATION
Certain 1992 amounts have been reclassified to conform to 1993
presentation.
(2) DESCRIPTION OF THE PLAN
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for more
complete information.
The Plan is a defined contribution plan with funding coming from
participant contributions and Company profit sharing contributions.
Eligible employees (United States employees with nine hundred hours or
more) may elect to contribute on a pretax basis, through payroll
deductions, from one to seventeen percent of their annual
compensation. Participant contributions are subject to an Internal
Revenue Service maximum annual limit of $8,994 during 1993 and $8,728
during 1992. The Company contributed $110,941 during the five months
ended December 31, 1992. No Company contributions were made for the
year ended December 31, 1993. The Company may make contributions to
the Plan even though the Company may not have current or retained
earnings.
5
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(2) DESCRIPTION OF THE PLAN, CONTINUED
Control Data Systems is an independent public company established
through the transfer by Ceridian, formerly named Control Data
Corporation, of Ceridian's Computer Products business to the Company
and the subsequent immediate spin-off of the Company from Ceridian as
a stock dividend distribution to Ceridian stockholders. Holders of
Ceridian common stock on July 29, 1992, the record date, received a
dividend distribution of one share of Control Data Systems common
stock for every four shares of Ceridian common stock. The spin-off
was effective as of the close of business on July, 31, 1992. The Plan
was adopted by the Board of Directors of the Company on July 28, 1992
and Plan assets were transferred from the Ceridian Personal Investment
Plan effective August 1, 1992.
On June 4, 1993, the Company acquired all of the outstanding capital
stock of Evernet Systems, Inc. ("Evernet"), a privately held network
systems integrator. Plan assets from Evernet's Systems, Inc. 401(k)
Plan were transferred from Evernet Systems, Inc. effective July 8,
1993.
Effective January 1, 1993, Metaphase Technology, Inc. ("Metaphase"), a
joint venture of the Company, adopted the Company's Plan. Metaphase
employees are able to participate in the Plan subject to Plan
eligibility requirements.
Effective January 1, 1993 the Plan was amended to allow the payment of
Company profit sharing contributions to participants of the Plan and
to no longer make matching employer contributions. If the Company
achieves certain financial goals, the Company may contribute a profit
sharing amount which will be contributed as a percentage of each
participant's eligible compensation during the year. No profit
sharing amounts were contributed by the Company during 1993.
Participant contributions, including any earnings and gains attributed
to such contributions, are fully vested. No forfeitures will occur
pursuant to the Plan, as participants are immediately and fully vested
in all contributions. While the participant is employed by the
Company and prior to age 59 1/2, withdrawals may be made only for
"financial hardships" or "total disability", as defined by federal
regulations. After age 59 1/2, participants may withdraw part or all
of their accounts.
Participants may borrow up to fifty percent of the portion of their
accumulated participant contributions. All full-time participants who
receive regular paychecks may apply for loans. The minimum loan is
$1,000 and may not exceed the lesser of (i) $50,000 less the largest
amount of loans outstanding to the participant during the preceding 12
months; or (ii) fifty percent of accumulated participant
contributions. The Plan allows participants to concurrently have
three loans outstanding, only one of which can be a long term loan
(six to ten years). Long-term loans must be used for the purchase of
a primary residence. The interest rate for loans is specified by the
Company's Retirement Committee (the "Administrator") and is based on
the prime rate. Loans to participants were at an interest rate of 6
percent, at December 31, 1993 and 1992. The rate for new loans is
subject to change on each January 1 and July 1.
All expenses of administering the Plan as well as all brokerage
commissions are paid by the Company.
6
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(3) DESCRIPTION OF INVESTMENT OPTIONS
Participant contributions are invested by the Plan Trustee in
accordance with participant elections, in one or more of five
investment options the Plan offers. Participants are not offered the
option of investing in Ceridian Stock following the spin-off from
Ceridian on July 31, 1992. Participants may elect contributions to be
invested, in 10 percent increments, to the available investment
options. A participant may transfer balances from one investment
option to another within the Plan.
(a) Control Data Systems Stock Fund - Funds are invested in common
stock of Control Data Systems.
(b) Ceridian Stock Fund - Funds are invested in common stock of
Ceridian. After the spin-off from Ceridian, participants are no
longer offered the option of making additional investments in the
Ceridian Stock Fund.
(c) Equity Fund - Funds are invested in the T. Rowe Price
International Stock Fund, New Horizons Fund, or Capital
Appreciation Fund. These are mutual funds which invest primarily
in the common stock and bonds of a diversified group of small,
rapidly growing companies.
(d) Money Market Fund - Funds are invested in the T. Rowe Price Prime
Reserve Fund, a money market fund.
(e) Fixed Income Fund - Funds are invested in the T. Rowe Price New
Income Fund, a mutual fund which invests in long, intermediate
and short-term marketable debt securities of United States and
foreign issuers.
(f) Balanced Fund - Funds are invested in the T. Rowe Price Equity
Income Fund or Balanced Fund. These are mutual funds which
invest primarily in dividend paying common stock of established
companies or in a diversified portfolio of common stocks and
bonds.
(g) Loan Fund - Loans receivable from participants.
(4) CUSTODIAN OF INVESTMENTS
Under the terms of the trust agreement dated July 31, 1992, between
the Trustee and Control Data Systems, the Trustee holds, manages, and
invests contributions, consistent with elections made by participants
in the Company's Personal Investment Plan (the "Plan"), in the
investment options selected by the Company's Retirement Committee to
be available for investment under the Plan.
The Trustee carries a banker's blanket bond in excess of $50,000,000
insuring against losses.
7
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(5) NUMBER OF PARTICIPANTS
The number of participants in each investment option as of
December 31, 1993 and 1992 were
as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Control Data Systems 599 690
Ceridian Stock Fund 541 663
Equity Fund 949 716
Money Market Fund 691 719
Fixed Income Fund 539 589
Balanced Fund 942 882
</TABLE>
The total number of participants in the Plan was 1,231 and 1,173 at
December 31, 1993 and 1992, respectively, which is less than the sum
of the number of participants shown above because many were
participating in more than one fund.
(6) WITHDRAWALS
Withdrawals under the Plan due to termination or retirement were
$3,264,193 and $626,502 for the year ended December 31,1993 and during
the five months ended December 31, 1992, respectively. During these
same periods, loan withdrawals under the Plan were $925,900 and
$220,000, respectively.
(7) PLAN TERMINATION
The Company, by action of its Board of Directors or other governing
body, may terminate the Plan. All participants at the time of such
termination shall be 100 percent vested in their accounts and shall be
entitled to a benefit equal to the value of their accounts determined
as of the valuation date following termination.
(8) PARTY-IN-INTEREST TRANSACTIONS
Transactions resulting in Plan assets being tranferred to or used by a
related party are prohibited under the Pension Reform Act unless a
specific exemption exists. Plan assets were invested in Company stock
and T. Rowe Price funds during 1993 and 1992. T. Rowe Price Company
and the Company are parties-in-interest with respect to the Plan.
However, transactions between the Plan and T. Rowe Price Company and
the Company are exempt from being considered as "prohibited
transactions" under the Employee Retirement Income Security Act of
1974 Section 408(b).
8
<PAGE>
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(9) INVESTMENTS EXCEEDING 5% OF PLAN ASSETS
The following investments exceed 5% of Plan assets as of December 31,
1993 and 1992:
<TABLE>
<CAPTION>
1993 1992
Fair Value Fair Value
Amount Amount
------ ------
<S> <C> <C>
T.Rowe Price New Horizons Fund $ 5,898,861 $ 4,837,476
T.Rowe Price Prime Reserve Fund 6,341,497 6,257,056
T.Rowe Price New Income Fund 4,910,682 4,374,357
T.Rowe Price Equity Income Fund 11,251,886 9,309,083
</TABLE>
(10) INCOME TAX STATUS
The Plan's predecessor, the Ceridian Personal Investment Plan, has
received a favorable determination letter of tax qualification dated
March 7, 1984, from the Internal Revenue Service. The Company's
attorneys are currently submitting application for a new favorable
determination letter within the time frame specified by the IRS. The
Plan administrator believes the Plan continues to qualify under the
provisions of Section 401(a) of the Internal Revenue Code, and the
trust established thereunder is thereby exempt from federal income
taxes under Section 501(a) of the Code. An employee's pretax
contributions under the Plan will reduce the participant's taxable
income for federal, and in most states, state income tax purposes.
Additionally, each participant's portion of earnings from the
investments made with contributions under the Plan, generally, are not
taxable until distributed or withdrawn.
9
<PAGE>
Schedule 1
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
(e)
(d) Current
(a) (b) Identity of Issuer, Borrower (c) Description Cost Value
------ ------------------------------------- --------------- ---------- ----------
<S> <C> <C> <C> <C>
* Control Data Systems Common stock-
47,912 shares $ 493 $ 485
Ceridian Corporation Common stock-
56,953 shares 869 1,082
Mutual fund-
* T. Rowe Price New Horizons Fund 365,029 units 5,742 5,899
* T. Rowe Price International Stock Fund 137,199 units 1,422 1,668
* T. Rowe Price Capital Appreciation Fund 54,097 units 645 685
Mutual fund-
* T. Rowe Price Prime Reserve Fund 6,320,497 units 6,321 6,321
Mutual fund-
* T. Rowe Price New Income Fund 531,459 units 4,826 4,911
Mutual fund-
* T. Rowe Price Equity Income Fund 675,789 units 10,721 11,252
* T. Rowe Price Balanced Fund 44,957 units 511 540
Participant contributions receivable -- 21
Participant loans 6% - 6% -- 1,454
---------- ----------
$ 31,550 $ 34,318
---------- ----------
---------- ----------
<FN>
* Represents investment in party-in-interest
</TABLE>
See independent auditors' report.
10
<PAGE>
Schedule 2
CONTROL DATA SYSTEMS, INC. PERSONAL INVESTMENT PL
Schedule of Reportable Transactions
Series of Transactions in the Same Security Which Exceed 5% of Plan Assets
Year Ended December 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Identity of Party Total Total Total
Involved/ Dollar Value Dollar Value Cost Net Gain
Description of Asset Of Purchases of Sales of Sales or (Loss)
-------------------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
*T. Rowe Price
New Horizons Fund $ 2,600 $ 1,770 $ 1,643 $ 127
*T. Rowe Price
International Stock Fund 1,301 225 208 17
*T. Rowe Price
Prime Reserve Fund 3,242 3,179 3,179 --
*T. Rowe Price
New Income Fund 1,487 1,067 1,049 18
*T. Rowe Price
Equity Income Fund 3,333 2,018 1,940 78
<FN>
* Represents investment in party-in-interest
</TABLE>
See independent auditors' report.
11
<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.
CONTROL DATA SYSTEMS, INC.
PERSONAL INVESTMENT PLAN
June 30, 1994 By: /s/ J. F. KILLORAN
------------------
J. F. Killoran
Vice President and Chief Financial Officer
12
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and
The Retirement Committee
Control Data Systems, Inc:
We consent to incorporation by reference in the registration statements
(No. 33-49027, No. 33-49029, and No. 33-49379) on Form S-8 of Control Data
Systems, Inc. of our report dated June 25, 1994, relating to statement of net
assets of plan participants of the Control Data Systems, Inc. Personal
Investment Plan as of December 31, 1993 and 1992, and the related statement of
changes in net assets of plan participants and related schedules as of and for
the year ended December 31, 1993 and 1992, which report appears elsewhere in
this December 31, 1993 annual report on Form 11-K of the Control Data Systems,
Inc. Personal Investment Plan.
KPMG Peat Marwick
Minneapolis, Minnesota
June 30, 1994
13
