<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 BUILDER
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 ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
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 ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
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 6-11
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes
at December 31, 1998 12
Item 27(d) - Schedule of Reportable Transactions for the year
ended December 31, 1998 13
<PAGE>
Report of Independent Accountants
---------------------------------
To the Participants and Administrator of
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder:
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 Enterprises, Inc. The Common-Wealth Builder (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 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. 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.
PricewaterhouseCoopers LLP
June 28, 1999
1
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
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
Fund Fund Fund Fund Trust Fund
----------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Shares of registered investment
companies:
Merrill Lynch Basic Value Fund
Class A $ 5,010,042
Merrill Lynch Capital Fund
Class A $ 2,656,046
Merrill Lynch Bond Intermediate
Term A $ 349,622
Merrill Lynch Growth Fund for
Investment and Retirement
Class A $ 1,570,992
Merrill Lynch Retirement
Preservation Trust $ 4,937,448
Ivy International Fund $ 374,662
Commonwealth Telephone Enterprises, Inc.
common stock - 211,834 shares
Participant notes receivable
----------- ------------ ----------- ------------- ------------ ------------
Total investments 5,010,042 2,656,046 349,622 1,570,992 4,937,448 374,662
Employee contributions receivable 29,094 25,778 6,885 32,163 19,436 6,453
Employer contributions receivable - - - - - -
----------- ------------ ----------- ------------- ------------ ------------
Total assets 5,039,136 2,681,824 356,507 1,603,155 4,956,884 381,115
----------- ------------ ----------- ------------- ------------ ------------
Net assets available for benefits $ 5,039,136 $ 2,681,824 $ 356,507 $ 1,603,155 $ 4,956,884 $ 381,115
=========== ============ =========== ============= ============ ============
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------- ------------
CTE CTE
Common Loan Common
Stock Fund Stock Total
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Shares of registered investment
companies:
Merrill Lynch Basic Value Fund $ 5,010,042
Class A
Merrill Lynch Capital Fund
Class A 2,656,046
Merrill Lynch Bond Intermediate
Term A 349,622
Merrill Lynch Growth Fund for
Investment and Retirement
Class A 1,570,992
Merrill Lynch Retirement
Preservation Trust 4,937,448
Ivy International Fund 374,662
Commonwealth Telephone Enterprises,
Inc. common stock - 211,834
shares $ 5,124,559 $ 1,971,889 7,096,448
Participant notes receivable $ 731,000 731,000
----------- ----------- ------------ -------------
Total investments 5,124,559 731,000 1,971,889 22,726,260
Employee contribution receivable 20,830 - - 140,639
Employer contribution receivable - - 59,329 59,329
----------- ----------- ------------ -------------
Total assets 5,145,389 731,000 2,031,218 22,926,228
----------- ----------- ------------ -------------
Net assets available for benefits $ 5,145,389 $ 731,000 $ 2,031,218 $ 22,926,228
=========== =========== ============ =============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
2
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
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
Fund Fund Fund Fund Trust Fund
----------- ----------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment
companies:
Merrill Lynch Basic Value Fund
Class A $ 4,310,852
Merrill Lynch Capital Fund Class A $ 2,445,746
Merrill Lynch Bond Intermediate
Term A $ 285,711
Merrill Lynch Growth Fund for
Investment and Retirement
Class A $ 1,968,522
Merrill Lynch Retirement Preservation
Trust $ 4,939,310
Ivy International Fund $ 323,426
Commonwealth Telephone Enterprises, Inc.
common stock - 174,314 shares
Participant notes receivable
Cash and cash equivalents
----------- ----------- ---------- ------------ ------------ ------------
Total investments 4,310,852 2,445,746 285,711 1,968,522 4,939,310 323,426
Interfund receivables/(payables) 19,610 17,134 4,633 24,814 14,666 4,010
----------- ----------- ---------- ------------ ------------ ------------
Total assets 4,330,462 2,462,880 290,344 1,993,336 4,953,976 327,436
----------- ----------- ---------- ------------ ------------ ------------
$ 4,330,462 $ 2,462,880 $ 290,344 $ 1,993,336 $ 4,953,976 $ 327,436
=========== =========== ========== ============ ============ ============
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------------------------- ------------
CTE CTE
Common Loan Common Clearing
Stock Fund Stock Fund Total
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Shares of registered investment
companies:
Merrill Lynch Basic Value Fund
Class A $ 4,310,852
Merrill Lynch Capital Fund Class A 2,445,746
Merrill Lynch Bond Intermediate 285,711
Term A
Merrill Lynch Growth Fund for
Investment and Retirement
Class A 1,968,522
Merrill Lynch Retirement 4,939,310
Preservation Trust
Ivy International Fund 323,426
Commonwealth Telephone Enterprises,
Inc. common stock - 174,314
shares $ 3,702,816 $ 807,550 4,510,366
Participant notes receivable $ 758,681 758,681
Cash and cash equivalents $ 207,531 207,531
----------- ----------- ----------- ------------ ------------
Total investments 3,702,816 758,681 807,550 207,531 19,750,145
Interfund receivables/(payables) 12,436 - 45,795 (143,098) -
----------- ----------- ----------- ------------ ------------
Total assets 3,715,252 758,681 853,345 64,433 19,750,145
----------- ----------- ----------- ------------ ------------
$ 3,715,252 $ 758,681 $ 853,345 $ 64,433 $19,750,145
=========== =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 31, 1998
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 $ 94,985 $ (14,214) $ 3,182 $ (493,022) $ 64,470 $ 18,127 $1,185,812
Interest/dividends 397,905 165,273 18,639 30,885 292,997 6,142 -
Contributions:
Participants' contributions 369,544 306,285 81,003 410,614 214,473 70,453 261,940
Employer's contributions - - - - - - -
Rollovers 15,762 15,376 1,317 10,618 18,916 3,023 59,220
----------- ---------- ----------- ----------- ----------- ----------- ----------
Total additions 878,196 472,720 104,141 (40,905) 590,856 97,745 1,506,972
----------- ---------- ----------- ----------- ----------- ----------- ----------
Deductions from net assets attributed to:
Benefits paid to participants (385,013) (244,896) (10,055) (59,516) (669,889) (8,113) (232,141)
Administrative expenses (16,232) (7,551) (1,002) (4,529) (13,971) (1,071) (14,503)
----------- ---------- ----------- ----------- ----------- ----------- ----------
Total deductions (401,245) (252,447) (11,057) (64,045) (683,860) (9,184) (246,644)
----------- ---------- ----------- ----------- ----------- ----------- ----------
Net increase (decrease) prior to 476,951 220,273 93,084 (104,950) (93,004) 88,561 1,260,328
interfund transfers
Interfund transfers 231,723 (1,329) (26,921) (285,231) 28,469 ( 34,882) 169,809
Affiliated plan transfers - - - - 67,443 - -
----------- ---------- ----------- ----------- ----------- ----------- ----------
Net increase (decrease) 708,674 218,944 66,163 (390,181) 2,908 53,679 1,430,137
Net assets available for benefits:
Beginning of year 4,330,462 2,462,880 290,344 1,993,336 4,953,976 327,436 3,715,252
----------- ---------- ----------- ----------- ----------- ----------- ----------
End of year $ 5,039,136 $2,681,824 $ 356,507 $ 1,603,155 $ 4,956,884 $ 381,115 $5,145,389
=========== ========== =========== =========== =========== =========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
Statement of Changes in Net Assets Available for Benefits, with Fund Information
for the year ended December 31, 1998
Non-
Participant
Participant Directed Directed
------------------------------------------- ---------------
CTE
Loan Common Clearing
Fund Stock Fund Total
------------ ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value
of investments - $ 468,117 - $ 1,327,457
Interest/dividends $ 63,572 - - 975,413
Contributions:
Participants' contributions - - - 1,714,312
Employer's contributions - 740,088 - 740,088
Rollovers - - - 124,232
------------ ---------------- ------------- ---------------
Total additions 63,572 1,208,205 - 4,881,502
------------ ---------------- ------------- ---------------
Deductions from net assets attributed to:
Benefits paid to participants $ (36,273) (91,641) - (1,737,537)
Administrative expenses - (5,725) - (64,584)
------------ ---------------- ------------- ---------------
Total deductions (36,273) (97,366) - (1,802,121)
------------ ---------------- ------------- ---------------
Net increase (decrease) prior to interfund transfers 27,299 1,110,839 - 3,079,381
Interfund transfers (84,239) 67,034 $ (64,433) -
Affiliated plan transfers 29,259 - - 96,702
------------ ---------------- ------------- ---------------
Net increase (decrease) (27,681) 1,177,873 (64,433) 3,176,083
Net assets available for benefits:
Beginning of year 758,681 853,345 64,433 19,750,145
------------ ---------------- ------------- ---------------
End of year $ 731,000 $ 2,031,218 - $ 22,926,228
============ ================ ============= ===============
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
Notes to Financial Statements
1. Description of Plan:
The following brief description of the Commonwealth Telephone Enterprises,
Inc., formerly C-TEC Corporation ("C-TEC"), The Common-Wealth Builder (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 is a defined contribution plan covering substantially all
employees who are not covered by collective bargaining agreements of
Commonwealth Telephone Enterprises, Inc. and its subsidiaries including
Commonwealth Telephone Company ("CTCo"), who have attained the age of
twenty-one and have three months of enlisted service. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974.
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. ("CTE" or the "Company").
In connection with the Distribution, assets amounting to $11,516,997 were
transferred to the RCN Savings & Stock Ownership Plan and the Cable
Michigan, Inc. 401(k) Plan.
Contributions:
Each year, participants may contribute between 1% and 15% of their annual
compensation. For the Plan years ended December 31, 1998 and 1997, the
statutory maximum reduction which participants may elect could not exceed
$10,000 and $9,500, respectively.
Contributions are subject to certain limitations. Participants may also
contribute amounts representing distributions from other qualified employee
retirement plans. The Company contributes on behalf of each participant an
amount not to exceed 3.5% of the participant's compensation during the
year. Effective 1997, all Company contributions are used to purchase common
stock of CTE.
6
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Contributions, 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.
Participant's Account:
Each participant's account is credited with the participant's contributions
and allocations of the Company's contribution and 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.
Vesting:
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching contributions, plus
earnings thereon, is based on years of continuous service according to the
following schedule:
Years of Service Vested Percent
---------------- --------------
1 0%
2 25%
3 50%
4 75%
5 100%
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.
7
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Investment Options, continued:
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.
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 and Class B stock of C-TEC Corporation.
Loan Fund:
The Fund represents the outstanding principal balance for all participant
loans.
Clearing Fund:
This Merrill Lynch fund served as the conduit into which plan contributions
were deposited until distributions to various other investment funds were
made pursuant to participant elections. In 1998, the Clearing Fund was
dissolved, and the remaining balance at dissolution was used to pay certain
administrative expenses.
8
<PAGE>
Notes to Financial Statements, Continued
1. Description of the Plan, continued:
Plan Benefits:
On termination of service due to death, disability or retirement a
participant may elect to receive 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.
Participant Loans:
Participants may borrow from their account in an amount not to exceed the
lesser of 50% of their vested account balance or $50,000. Loan transactions
are treated as a transfer to (from) the investment fund from (to) the Loan
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.
Forfeitured Accounts:
At December 31, 1998 forfeited nonvested accounts totaled $30,598. These
accounts will be used to reduce future employer contributions. Also, in
1998, there were no forfeitures used to reduce employer contributions.
9
<PAGE>
Notes to Financial Statements, Continued
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 the trade-date basis.
Interest income 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.
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.
10
<PAGE>
Notes to Financial Statements, Continued
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 is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. The Plan administrator
and the Plan's legal counsel believe that the Plan is designed and is
currently being operated in compliance with the 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 discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
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 of
CTE, the Plan Sponsor. During 1998, purchases of $1,634,285 were made, and
proceeds of $536,871 were received from sales of CTE's common stock.
11
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
Item 27a - 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>
* Merrill Lynch Basic Value Fund $ 4,517,817 $ 5,010,042
Capital Fund 2,527,892 2,656,046
Bond Fund 343,887 349,622
Growth Fund 2,018,674 1,570,992
Retirement Preservation Fund 4,937,448 4,937,448
International Fund 367,592 374,662
* CTE Common Stock Shares of Commonwealth Telephone
Enterprises, Inc.
Common Stock 5,464,681 7,096,448
* Participants' Participants' loans with interest rates
Notes from 8.25% to 8.5%
with maturity dates from 1999 to 2028 - 731,000
---------------- --------------
Total $ 20,177,991 $ 22,726,260
================ ==============
</TABLE>
*Party-in-interest
12
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
(formerly C-TEC Corporation)
THE COMMON-WEALTH BUILDER
Item 27d - 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 99 $ 1,214,082 - $ 1,214,082 $ 1,214,082 -
Basic Value Fund 63 - $ 599,174 546,296 - $ 52,878
Capital Fund 74 630,638 - 630,638 630,638 -
Capital Fund 57 - 402,265 379,129 - 23,136
Growth Fund 71 537,728 - 537,728 537,728 -
Growth Fund 66 - 440,734 498,204 - (57,470)
Retirement
Preservation Fund 146 1,038,801 - 1,038,801 1,038,801 -
Retirement
Preservation Fund 91 - 1,108,106 1,108,106 - -
Commonwealth Telephone CTE Common Stock 140 1,634,285 - 1,634,285 1,634,285 -
Enterprises, CTE Common Stock 84 - 536,871 530,885 - 5,986
Inc.*
</TABLE>
* Party-in-interest
13
<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 Builder Employee Savings 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 statement 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 28, 1999, on our audits of the financial
statements and financial statement schedules of The Common-Wealth Builder 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
