<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 (
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file numbers 2-98306 and 33-13066
A. Full title of the plan:
THE COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, Pennsylvania, 18612-9774
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
REPORT ON AUDITS OF
FINANCIAL STATEMENTS
as of December 31, 1998 and 1997 and
for the year ended December 31, 1998
AND SUPPLEMENTAL SCHEDULES
for the year ended December 31, 1998
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
Index to the Financial Statements
and Supplemental Schedules
Pages
-----
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits, with
Fund Information at December 31, 1998 2
Statement of Net Assets Available for Benefits, with
Fund Information at December 31, 1997 3
Statement of Changes in Net Assets Available for Benefits,
with Fund Information for the year ended December 31,
1998 4-5
Notes to Financial Statements 6-10
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes
at December 31, 1998 11
Item 27(d) - Schedule of Reportable Transactions for the year
ended December 31, 1998 12
<PAGE>
Report of Independent Accountants
---------------------------------
To the Participants and Administrator of
Commonwealth Telephone Company
Bargaining Employees 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Commonwealth Telephone Company Bargaining Employees 401(k) Plan (the "Plan")
at December 31, 1998 and 1997, and the changes in net assets available for
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted 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 the
purpose 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. These supplemental
schedules are the responsibility of the Plan's management. 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 additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. These 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.
1
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401 (k) PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------
Basic Retirement
Value Capital Bond Growth Preservation International
ASSETS Fund Fund Fund Fund Fund Fund
--------- ---------- -------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment companies:
Merrill Lynch Basic Value Fund Class A $414,280
Merrill Lynch Capital Fund Class A $325,196
Merrill Lynch Bond Intermediate Term A $86,135
Merrill Lynch Growth Fund for Investment and
Retirement Class A $314,150
Merrill Lynch Retirement Preservation Trust $100,176
Ivy International Fund $ 6,647
Commonwealth Telephone Enterprise, Inc.
Common Stock - 2,382 shares
Participants' notes receivable
Cash and cash equivalents
--------- ---------- -------- ---------- ----------- -----------
Total investments 414,280 325,196 86,135 314,150 100,176 6,647
Contributions receivable 13,920 11,243 2,699 14,419 4,223 621
--------- ---------- -------- ---------- ----------- -----------
Net assets available for benefits $428,200 $ 336,439 $ 88,834 $ 328,569 $ 104,399 $ 7,268
========= ========== ======== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------
CTE
Common Loan Clearing
ASSETS Stock Fund Fund Total
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment companies:
Merrill Lynch Basic Value Fund Class A $ 414,280
Merrill Lynch Capital Fund Class A 325,196
Merrill Lynch Bond Intermediate Term A 86,135
Merrill Lynch Growth Fund for Investment and
Retirement Class A 314,150
Merrill Lynch Retirement Preservation Trust 100,176
Ivy International Fund 6,647
Commonwealth Telephone Enterprise, Inc.
Common Stock - 2,382 shares $ 79,787 79,787
Participants - notes receivable $ 5,232 5,232
Cash and cash equivalents $ 7,072 7,072
--------- -------- ----------- -----------
Total investments 79,787 5,232 7,072 1,338,675
Contributions receivable 2,641 - - 49,766
--------- -------- ----------- -----------
Net assets available for benefits $ 82,428 $ 5,232 $ 7,072 $ 1,388,441
========= ======== =========== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
2
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401 (k) PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Basic Retirement
Value Capital Bond Growth Preservation International
ASSETS Fund Fund Fund Fund Fund Fund
--------- ---------- -------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment companies:
Merrill Lynch Basic Value Fund Class A $222,300
Merrill Lynch Capital Fund Class A $ 180,100
Merrill Lynch Bond Intermediate Term A $ 42,782
Merrill Lynch Growth Fund for Investment and
Retirement Class A $ 259,001
Merrill Lynch Retirement Preservation Trust $ 56,403
Ivy International Fund $ 1,794
Commonwealth Telephone Enterprise, Inc.
Common Stock - 1,494 shares
Participants - notes receivable
Cash and cash equivalents
--------- --------- -------- ---------- ----------- -----------
Total investments 222,300 180,100 42,782 259,001 56,403 1,794
Interfund receivables (payables) 9,982 8,247 2,188 13,000 3,282 185
--------- --------- -------- ---------- ----------- -----------
Net assets available for benefits $232,282 $ 188,347 $ 44,970 $ 272,001 $ 59,685 $ 1,979
========= ========== ======== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------
CTE
Common Loan Clearing
ASSETS Stock Fund Fund Total
-------- -------- ------------ ----------
<S> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment companies:
Merrill Lynch Basic Value Fund Class A $ 222,300
Merrill Lynch Capital Fund Class A 180,100
Merrill Lynch Bond Intermediate Term A 42,782
Merrill Lynch Growth Fund for Investment and
Retirement Class A 259,001
Merrill Lynch Retirement Preservation Trust 56,403
Ivy International Fund 1,794
Commonwealth Telephone Enterprise, Inc.
Common Stock - 1,494 shares $ 38,647 38,647
Participants - notes receivable $ 2,057 2,057
Cash and cash equivalents $ 40,852 40,852
--------- -------- ---------- ---------
Total investments $ 38,647 2,057 40,852 843,936
Interfund receivables (payables) 1,178 - (38,062) -
--------- -------- ---------- ---------
Net assets available for benefits $ 39,825 $ 2,057 $ 2,790 $ 843,936
========= ======== ========== =========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401 (k) PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------------
Basic Retirement CTE
Value Capital Bond Growth Preservation International Common
Fund Fund Fund Fund Trust Fund Stock
----------- ----------- ----------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value
of investments $ 3,538 $ (3,720) $ 651 $ (81,824) - $ 111 $ 16,941
Interest/dividends 28,677 17,420 3,770 5,614 $ 4,572 111
Contributions:
Contributions 143,949 116,903 28,133 161,404 43,094 5,067 27,122
Rollovers 7,469 8,691 2,083 6,248 2,443 - -
----------- ----------- ----------- ------------ ------------- ----------- -----------
Total additions 183,633 139,294 34,637 91,442 50,109 5,289 44,063
----------- ----------- ----------- ------------ ------------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants (1,151) (1,352) - (260) (2,673) - (3,095)
Administrative expenses (19) (46) (23) (62) - - -
----------- ----------- ----------- ------------ ------------- ----------- -----------
Total deductions (1,170) (1,398) (23) (322) (2,673) - (3,095)
----------- ----------- ----------- ------------ ------------- ----------- -----------
Net increase (decrease) prior to
interfund transfers 182,463 137,896 34,614 91,120 47,436 5,289 40,968
Interfund transfers 13,455 10,196 9,250 (34,552) (2,722) - 1,635
----------- ----------- ----------- ------------ ------------- ----------- -----------
Net increase (decrease) 195,918 148,092 43,864 56,568 44,714 5,289 42,603
Net assets available for benefits:
Beginning of year 232,282 188,347 44,970 272,001 59,685 1,979 39,825
----------- ----------- ----------- ------------ ------------- ----------- -----------
End of year $ 428,200 $ 336,439 $ 88,834 $ 328,569 $ 104,399 $ 7,268 $ 82,428
=========== =========== =========== ============ ============= =========== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401 (k) PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Participant
Directed
-------------
Loan Clearing
Fund Fund Total
------------ ------------- ---------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value
of investments $ (64,303)
Interest/dividends $ 437 $ 4,282 64,883
Contributions:
Contributions - - 525,672
Rollovers - - 26,934
------------ ------------- ---------------
Total additions 437 4,282 553,186
------------ ------------- --------------
Deductions from net assets attributed to:
Benefits paid to participants - - (8,531)
Administrative expenses - - (150)
------------ ------------- --------------
Total deductions - - (8,681)
------------ ------------- --------------
Net increase (decrease) prior to interfund transfers 437 4,282 544,505
Interfund transfers 2,738 - -
------------ ------------- -------------
Net increase (decrease) 3,175 4,282 544,505
Net assets available for benefits:
Beginning of year 2,057 2,790 843,936
------------ ------------- -------------
End of year $ 5,232 $ 7,072 $ 1,388,441
============ ============= =============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
5
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
Notes to Financial Statements
1. Description of Plan:
The following brief description of Commonwealth Telephone Company
Bargaining Employees 401(k) Plan (the "Plan") is provided for general
information purposes only. The Plan provides for a cash deferred option
in accordance with Section 401(k) of the Internal Revenue Code.
General:
The Plan, established on July 1, 1996, is a defined contribution plan
covering all employees who are covered by collective bargaining
agreements of Commonwealth Telephone Company ("CTCo" or the "Company"),
a subsidiary of Commonwealth Telephone Enterprises, Inc. ("CTE"),
formerly C-TEC Corporation ("C-TEC"), and who have attained the age of
twenty-one and have one year of enlisted service. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
On September 30, 1997, C-TEC distributed 100 percent of the outstanding
shares of common stock of its wholly owned subsidiaries, RCN
Corporation ("RCN") and Cable Michigan, Inc. ("Cable Michigan") to
holders of record of C-TEC's Common Stock and C-TEC's Class B Common
Stock as of the close of business on September 19, 1997 (the
"Distribution") in accordance with the terms of a Distribution
Agreement dated September 5, 1997 among C-TEC, RCN and Cable Michigan.
As part of C-TEC's restructuring, C-TEC changed its name to
Commonwealth Telephone Enterprises, Inc.
Contributions:
Participants in the Plan may contribute between 1% and 10% of their
annual compensation. For the Plan years ended December 31, 1998 and
1997, the statutory maximum deduction which participants may elect to
have credited to their account is $10,000 and $9,500, respectively.
Contributions are subject to certain limitations.
Participant's Account:
Each participant's account is credited with the participant's
contributions and allocations of Plan earnings, and charged with an
allocation of administrative expenses. Allocations are made in direct
proportion to the respective amount in each participant's account. The
benefit to which a participant is entitled is the participant's account
balance.
6
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Participant's Account, continued:
Participants may change salary deferral elections as of each of the
following entry dates (January 1, April 1, July 1 or October 1).
Participants may change investment elections on a daily basis, subject
to limitations on CTE stock.
Vesting:
Participants are immediately vested in their contributions plus
earnings thereon.
Investment Options:
The investment options of the Plan are as follows:
Basic Value Fund:
This Merrill Lynch fund invests primarily in stocks that appear
undervalued, especially those selling at a discount from book value or
at low price/earnings ratios. The investment goal is capital
appreciation.
Capital Fund:
This Merrill Lynch fund provides for a return on investment based on
the performance of a balanced investment in equity, debt, convertible,
and money market securities.
Bond Fund:
This Merrill Lynch fund provides for a return on investment based on
the performance of investment grade fixed income securities comprising
the fund.
Growth Fund:
This Merrill Lynch fund provides for a return on investment based on
the performance of equity securities comprising the fund.
Retirement Preservation Trust Fund:
Contributions to this fund are invested in a Merrill Lynch trust
account which is made up primarily of guaranteed investment contracts
generally issued by an insurance company or a bank returning guaranteed
principal and interest to the fund. A lesser portion of the fund is
composed of high-quality money market investments.
7
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Investment Options, continued:
International Fund:
This Ivy Mackenzie fund invests primarily in stocks of European,
Pacific Basin and South American Markets. The investment goal is long-
term capital appreciation.
CTE Common Stock:
Contributions to this fund are used to purchase common stock of
Commonwealth Telephone Enterprises, Inc. Prior to the restructuring
described in Note 1, contributions to this fund were used to purchase
common stock of C-TEC Corporation. Investments of this fund are held by
Merrill Lynch.
Clearing Fund:
This Merrill Lynch fund serves as a clearing fund representing
unallocated funds.
Plan Benefits:
On termination of service due to death, disability or retirement, a
participant may elect to have a lump-sum distribution if the value of
the participant's account is less than or equal to $5,000. If the value
of the participant's account is greater than $5,000, the participant
may elect to have their benefit paid out in an annuity.
A participant may elect to have the lump-sum distribution be paid in
cash, Commonwealth Telephone Enterprises, Inc. common stock (from the
Common Stock Fund) or, in-kind depending upon the elected fund within
which participant contributions were deposited. If a member elects to
receive stock, only whole shares are distributed with cash being
distributed in lieu of fractional shares.
Additionally, the Plan permits participants to withdraw a portion or
all of their vested account balance. These special distributions
include in service distributions and hardship withdrawals. An active
participant may request an in service distribution upon attaining age
59 1/2. A hardship withdrawal may be granted to a participant for
emergency circumstances as defined by the Plan.
8
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Participant Loans:
Participants may borrow from their account in an amount not to exceed
the lesser of 50% of their account balance or $50,000. Loan
transactions are treated as a transfer to (from) the investment fund
from (to) the Participant Notes Fund. Loan terms range from 1-5 years
unless the loan is for the purchase of a primary residence, for which
the term is 30 years. The loans are collateralized by the balance in
the participant's account and bear interest at a rate commensurate with
local prevailing rates as determined by the Plan Administrator which
was approximately 8.5% in 1998 and 1997. Principal and interest is paid
through payroll deductions.
2. Summary of Significant Accounting Policies:
Basis of Accounting:
The accompanying financial statements are prepared on the accrual basis
of accounting.
Investment Valuation and Income Recognition:
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year-end. The
guaranteed investment contracts held in the Merrill Lynch Retirement
Preservation Trust Fund are valued at fair value. The Company's stock
is valued at its quoted market price on the last day of the year.
Participant loans are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Benefit Payments:
Benefit payments to participants are recorded when paid.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of net
assets and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
9
<PAGE>
Notes of Financial Statements, Continued
2. Summary of Significant Accounting Policies, continued:
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term could materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits.
3. Administrative Expenses:
Fees and other costs incurred are paid by the Plan and allocated to
each investment fund.
4. Tax Status:
The Internal Revenue Service has determined and informed the Company by
a letter dated June 29, 1993, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan Administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated in compliance
with applicable requirements of the IRC.
5. Plan Termination:
Although it has not expressed any intention to do so, the Company has
the right under the Plan to terminate the Plan at any time, subject to
the provisions of ERISA.
6. Related Party Transactions:
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch. Merrill Lynch is the Trustee as defined by the Plan and
therefore, these transactions qualify as party-in-interest.
As described in Note 1, participants may elect to purchase common stock
to CTE, the Plan Sponsor. During 1998, purchases of $28,557 were made,
and proceeds of $4,340 were received from sales of CTE's common stock.
10
<PAGE>
COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) Current
(a) Identity of Issue Description of Asset Cost Value
--- ------------------------ -------------------- ----------------------------------------- ---------------- ------------
<S> <C> <C> <C> <C>
* Merrill Lynch Basic Value Fund $ 393,647 $ 414,280
Capital Fund 320,652 325,196
Bond Fund 84,944 86,135
Growth Fund 387,629 314,150
Retirement Preservation Fund 100,177 100,176
International Fund 6,583 6,647
* CTE Common Stock Shares of Commonwealth Telephone Enterprises, Inc.
Common Stock 65,725 79,787
* Participants' Notes Participants' loans with interest rates from 8.25% to 8.5%
with maturity dates from 1999 to 2028 - 5,232
------------- ------------
Total $ 1,359,357 $ 1,331,603
============= ============
* Party-in-interest
</TABLE>
<PAGE>
COMMONWEALTH TELEPHONE COMPANYX
BARGAINING EMPLOYEES 401(k) PLAN
Item 27(d ) - Schedule of Reportable Transactions
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(c) (d) (f) (g)
(a) (b) Number of Purchase Selling (e) Current Net Gain
Identity of Party Description of Asset Transactions Price Price Cost Value (Loss)
---------------- ----------------------------- ------------- ---------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Merrill Lynch* Basic Value Fund 47 $ 192,310 - $ 192,310 $ 192,310 -
Basic Value Fund 8 - $ 3,849 3,755 - $ 94
Capital Fund 43 155,147 - 155,147 155,147 -
Capital Fund 10 - 6,285 6,228 - 57
Bond Fund 43 44,644 - 44,644 44,644 -
Bond Fund 5 - 1,919 1,894 - 25
Growth Fund 42 174,572 - 174,572 174,572 -
Growth Fund 17 - 37,538 42,491 - (4,953)
Retirement Preservation Fund 32 50,503 - 50,503 50,503 -
Retirement Preservation Fund 5 - 6,729 6,729 - -
*Party-in-interest
</TABLE>
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE COMMONWEALTH TELEPHONE COMPANY
BARGAINING EMPLOYEES 401(k) PLAN
DATE: June 30, 1999 By: /s/ John Butler
--------------------
John Butler
Executive Vice President and
Chief Financial Officer
<PAGE>
FORM 11-K
EXHIBIT INDEX
EXHIBIT NO.
DESCRIPTION
20(a) Consent of PricewaterhouseCoopers LLP
REQUIRED INFORMATION
Table of Contents
Report of Independent Certified Public Accountants
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedules
<PAGE>
Consent of Independent Accountants
We consent to the incorporation by reference in the prospectus constituting part
of the Registration Statements of Commonwealth Telephone Enterprises, Inc. on
Form S-8 (File Nos. 2-98306, 33-13066, 33-64563, 33-64677, 333-24609, 333-25077
and 333-37953) of our report dated June ___, 1999, on our audits of the
financial statements and financial statement schedules of the Commonwealth
Telephone Company Bargaining Employees 401(k) Plan as of December 31, 1998 and
1997 and for the year ended December 31, 1998, which report is included in this
Annual Report on Form 11-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 29, 1999
