UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

CERIDIAN CORPORATION, a corporation.

Docket No.

COMPLAINT

The Federal Trade Commission ("Commission"), having reason to believe that Respondent, Ceridian Corporation ("Ceridian"), a corporation subject to the jurisdiction of the Commission, has acquired, through its wholly owned subsidiary Comdata Network, Inc., substantially all of the assets of NTS, Inc. ("NTS"), a corporation subject to the jurisdiction of the Commission, from First Data Corporation ("First Data"), and, through its wholly owned subsidiary Comdata Holdings Corporation, has acquired Trendar Corporation ("Trendar"), a corporation subject to the jurisdiction of the Commission, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C.  18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.  45, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its Complaint, stating its charges as follows:

I. RESPONDENT

1. Respondent Ceridian is a corporation organized, existing, and doing business under and by virtue of the laws of Delaware with its office and principal place of business located at 8100 34th Avenue, South, Minneapolis, Minnesota 55425.

2. Respondent is engaged in, among other things, the provision of fleet card services to over the road trucking companies and the development, manufacture and sale of truck stop fuel desk automation systems.

3. Respondent is, and at all times relevant herein has been, engaged in commerce as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C.  12, and is a corporation whose business is in or affects commerce as "commerce" is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C.  44.

II. THE ACQUIRED COMPANIES

4. First Data is a corporation organized, existing, and doing business under and by virtue of the laws of Delaware, with its office and principal place of business located at 901 Hackensack Avenue, Hackensack, New Jersey 07601.

5. NTS, a subsidiary of First Data, was, until the time of its acquisition by Respondent, engaged in, among other things, the business of providing fleet card services to over the road trucking companies.

6. First Data was at all times relevant herein engaged in commerce as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C.  12, and is a corporation whose business is in or affects commerce as "commerce" is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C.  44.

7. Trendar was, until the time it was acquired by Respondent, a corporation organized, existing, and doing business under and by virtue of the laws of Tennessee, with its office and principal place of business located at Murfreesboro Road, Nashville, Tennessee.

8. Trendar was, until the time of its acquisition by Respondent, engaged in, among other things, the design, manufacture and sale of truck stop fuel desk automation systems.

9. Trendar was at all times relevant herein engaged in commerce as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C.  12, and is a corporation whose business is in or affects commerce as "commerce" is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C.  44.

III. THE ACQUISITIONS

10. In January, 1998, Respondent Ceridian, through its wholly owned subsidiary Comdata Network, Inc., acquired substantially all of the assets of NTS from First Data Corporation in exchange for certain Ceridian assets and businesses and $50 million.

11. In March, 1995, Comdata Holdings Corporation, a subsidiary of Respondent Ceridian, acquired Trendar Corporation, for approximately $14.2 million.

IV. THE RELEVANT MARKETS

12. For purposes of this Complaint, the relevant lines of commerce in which to analyze the effects of the Acquisitions are the provision of fleet card services to over the road trucking companies and the development, manufacture and sale of truck stop fuel desk automation systems.

13. For purposes of this Complaint, the United States is the relevant geographic area in which to analyze the effects of the Acquisitions in the relevant lines of commerce.

V. STRUCTURE OF THE MARKET

14. The market for the provision of fleet card services for over the road trucking companies is highly concentrated as a result of the acquisition of NTS by Ceridian. At the time of its acquisition, NTS was Ceridian's closest and most significant competitor in the market for fleet card services for over the road trucking companies.

15. The market for fuel desk automation systems is highly concentrated. At the time of its acquisition by Respondent, Trendar was the leading supplier of truck stop fuel desk automation systems in the United States. Trendar remains the leading supplier of truck stop fuel desk automation systems in the United States.

VI. BARRIERS TO ENTRY

16. The relevant markets described in Paragraphs 12 and 13 are characterized by high barriers to entry. Prospective entrants into the market for the provision of fleet card services to over the road trucking companies must be accepted onto Ceridian's Trendar fuel desk automation system and must establish a nationwide network of truck stop locations that accept their cards. Potential entrants into the truck stop fuel desk automation system market must be able to process Ceridian's fleet cards in order to be viable options for truck stops. Entry into the relevant markets would not occur in a timely manner to deter or counteract the adverse competitive effects described in Paragraph 17 because of these high barriers.

VII. EFFECTS OF THE ACQUISITIONS

17. The effects of the Acquisitions may be substantially to lessen competition and to tend to create a monopoly in the relevant markets in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C.  18, and Section 5 of the FTC Act, as amended, 15 U.S.C.  45, in the following ways, among others:

(a) by increasing the likelihood that customers of fleet card services to over the road trucking companies will pay higher prices; and
 
(b) by increasing the likelihood that customers of truck stop fuel desk automation systems will pay higher prices; and
 
(c) by raising barriers to entry into the market for fleet card services to over the road trucking companies; and
 
(d) by raising barriers to entry into the market for truck stop fuel desk automation systems.

VIII. VIOLATIONS CHARGED

18. The Acquisitions described in Paragraphs 10 and 11 constitute violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. 45.

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission on this day of , 1999, issues its Complaint against said respondent.

By the Commission.

Donald S. Clark
Secretary

SEAL: