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 [FEE REQUIRED]
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Commission
Ended December 31, 1993 File Number 1-4996
A. Full title of the Plan and the address of the Plan, if different from that
of the issuer named below:
COMPUTER POWER, INC. RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
ALLTEL CORPORATION
One Allied Drive
Little Rock, Arkansas 72203
(501) 661-8000
REQUIRED INFORMATION
The Computer Power, Inc. Retirement Savings Plan (the "Plan"), is subject
to the Employee Retirement Income Security Act of 1974.
Item 4. In lieu of the requirements of Items 1, 2 and 3 of Form 11-K, the
following financial statements of the Plan are being filed as Exhibit 29.1 to
this Report:
1. Report of Independent Certified Public Accountants.
2. Statements of Net Assets Available for Plan Benefits as of December 31,
1993 and 1992.
3. Statements of Changes in Net Assets Available for Plan Benefits for
the year ended December 31, 1993.
4. Notes to Financial Statements as of December 31, 1993 and 1992.
5. Schedule of Assets Held for Investment Purposes as of December 31, 1993.
6. Schedule of Reportable Transactions for the Plan Year ended
December 31, 1993.
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23.1 to this
Report.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the persons who administer the Computer Power, Inc. Retirement SavingsPlan
have duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
BY CPI ACQUISITION, INC.
d/b/a COMPUTER POWER, INC.
Dated: July 29, 1994 By /s/ Bruce P. Andrews
Name: Bruce P. Andrews
Title: Chief Financial Officer
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INDEX TO EXHIBITS
The following Exhibits are being filed with this Annual Report on Form 11-K:
Exhibit
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Arthur Andersen & Co.
(29) ADDITIONAL EXHIBITS:
29.1 Computer Power, Inc. Retirement Savings Plan Financial
Statements and Supplemental Schedules December 31, 1993 and 1992
____________________________
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in this Annual Report on Form 11-K with
respect to the Computer Power, Inc. Retirement Savings Plan (the "Plan") of our
report dated May 25, 1994 with respect to the Plan's financial statements for
the year ended December 31, 1993.
July 29, 1994 ARTHUR ANDERSEN & CO.
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EXHIBIT 29.1
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993 AND 1992
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ARTHUR ANDERSEN & CO.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Participants and Administrator
of the Computer Power, Inc.
Retirement Savings Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Computer Power, Inc. Retirement Savings Plan (the "Plan") as of
December 31, 1993 and 1992 and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1993. These
financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
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 available for plan benefits as of
December 31, 1993 and 1992 and the changes in net assets available for plan
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were performed 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 Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules 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.
Jacksonville, Florida /s/ Arthur Andersen & Co.
May 25, 1994
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<TABLE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
FIDELITY FUNDS
RETIREMENT
EMPLOYER GOVERNMENT MANAGED GIC U.S. EQUITY GNMA
STOCK MAGELLAN MONEY MARKET INCOME GROUP TRUST EQUITY INDEX INCOME PORTFOLIO TOTAL
December 31, 1993
Investments, at market value:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash equivalent fund $1,551,517 $ 1,551,517
Managed income portfolio $988,644 988,644
Bond fund $579,413 579,413
Common stocks $7,052,260 $11,731,375 $1,301,519 $1,447,055 21,532,209
7,052,260 11,731,375 1,551,517 988,644 1,301,519 1,447,055 579,413 24,651,783
Receivables:
Employer contributions 1,788,126 277,004 126,128 182,436 238,042 101,828 2,713,564
Employee contributions 31,689 3,226 2,053 4,111 6,501 2,128 49,708
Participant loans
outstanding 1,150,796 189,982 179,128 116,368 132,155 74,965 1,843,394
Dividends 103,571 103,571
Total assets 7,155,831 14,701,986 2,021,729 1,295,953 1,604,434 1,823,753 758,334 29,362,020
Accrued expenses 0
Net assets available
for plan benefits $7,155,831 $14,701,986 $2,021,729 $1,295,953 $1,604,434 $1,823,753 $758,334 $29,362,020
December 31, 1992
Investments, at market
value:
Cash equivalent fund $1,538,761 $1,538,761
Managed income
portfolio $1,027,856 1,027,856
Bond fund $483,598 483,598
Common stocks $6,817,296 $8,336,869 $1,006,518 $1,118,195 17,278,878
6,817,296 8,336,869 1,538,761 1,027,856 1,006,518 1,118,195 483,598 20,329,093
Receivables:
Employer contributions 721,530 134,982 62,249 79,822 91,377 49,628 1,139,588
Employee contributions 23,387 3,638 1,916 2,795 3,781 1,897 37,414
Participant loans
outstanding 932,270 188,663 111,411 116,301 128,365 76,481 1,553,491
Accrued interest and
dividends 57,108 3,067 621 366 383 422 251 62,218
Total assets 6,874,404 10,017,123 1,866,665 1,203,798 1,205,819 1,342,140 611,855 23,121,804
Accrued expenses 2,123 430 254 265 292 174 3,538
Net assets available
for plan benefits $6,874,404 $10,015,000 $1,866,235 $1,203,544 $1,205,554 $1,341,848 $611,681 $23,118,266
</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<TABLE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
FIDELITY FUNDS
RETIREMENT
EMPLOYER GOVERNMENT MANAGED GIC U.S. EQUITY GNMA
STOCK MAGELLAN MONEY MARKET INCOME GROUP TRUST EQUITY INDEX INCOME PORTFOLIO TOTAL
ADDITIONS:
Contributions:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employer contributions 1,786,553 277,004 188,377 (62,249) 182,436 238,042 101,828 2,711,991
Employee contributions 978,646 134,208 74,259 (1,916) 120,227 178,486 71,199 1,555,109
Rollover contributions 137,977 19,061 4,040 42,481 37,014 25,353 265,926
2,903,176 430,273 266,676 (64,165) 345,144 453,542 198,380 4,533,026
Investment and other income:
Net realized and unrealized
appreciation (depreciation)
in fair value of
investments 1,478,739 1,155,456 59,219 203,816 (11,876) 2,885,354
Investment interest
income 44,651 57,754 44,057 146,462
Dividend income 210,920 1,097,507 49,411 53,081 1,410,919
Loan interest income 73,179 15,316 7,827 (366) 8,024 9,973 5,511 119,464
1,689,659 2,326,142 59,967 65,581 (366) 116,654 266,870 37,692 4,562,199
Total additions 1,689,659 5,229,318 490,240 332,257 (64,531) 461,798 720,412 236,072 9,095,225
DEDUCTIONS:
Benefits paid to
participants 1,243,776 731,422 284,263 174,663 18,275 371,422 14,773 2,838,594
Administrative expenses 4 11,487 (254) 273 543 824 12,877
Total deductions 1,243,776 731,426 295,750 174,663 (254) 18,548 371,965 15,597 2,851,471
Transfers (net) (164,456) 189,094 (38,996) 1,138,359 (1,139,267) (44,370) 133,458 (73,822) 0
Net increase(decrease) 281,427 4,686,986 155,494 1,295,953 (1,203,544) 398,880 481,905 146,653 6,243,754
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of the year 6,874,404 10,015,000 1,866,235 1,203,544 1,205,554 1,341,848 611,681 23,118,266
End of the year $7,155,831 $14,701,986 $2,021,729 $1,295,953 $0 $1,604,434 $1,823,753 $758,334 $29,362,020
</TABLE>
The accompanying notes are an integral
part of this financial statement.
- -8-
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
NOTE 1 - PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
CPI Acquisition, Inc. d/b/a Computer Power, Inc. (the "Employer") established
the Computer Power, Inc. Retirement Savings Plan (the "Plan") effective
January 1, 1984. The Plan is a defined contribution plan and is designed to
comply with the provisions of Sections 401(a) and 401(k) of the Internal
Revenue Code (the "Code") and is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by the Employer and the recordkeeping is performed by Fidelity
Institutional Operations Company.
On February 29, 1992 the Employer completed a merger with ALLTEL Corporation.
In connection with the merger the Plan received 3.81 shares of ALLTEL stock in
exchange for each share of the Employer's stock.
The Plan is subject to the decisions of the Board of Directors of the Employer
who may withdraw it, change it or change the percentage of the
Employer contribution. The following is a summary of the major provisions
of the Plan. Participants should refer to the plan agreement for more complete
information.
Participation:
Employees who have attained the age of 21 and have completed one year of service
are eligible to participate in the Plan.
Contributions:
Employer contributions are accrued based on amounts due participants according
to the provisions of the Plan. These contributions are based on actual
compensation paid during the calendar year. Employer contributions are funded
directly based on a percentage of gross compensation as determined yearly by
the Board of Directors. The Employer contribution for 1993 was calculated at
10% of eligible compensation. The Employer contribution was 5% for 1992.
The Employer may elect to make contributions to the Plan of up to 10%. In
addition, participants may elect to make salary reduction contributions
of up to 10% of their gross compensation. Total contributions are subject
to various IRS regulations.
- -9-
Participant Accounts:
Each participant's account is credited with the participant's contributions,
employer contributions and an allocation of Plan earnings.
Vesting:
All contributions, both employer and employee, are 100 percent vested when
funded.
Withdrawals and Payment of Benefits:
Withdrawals and payments of benefits are made from the participant's account as
of the applicable valuation date. Benefits are payable upon retirement, death
or other termination of employment. Certain in-service benefit withdrawals are
also permitted. However, withdrawals prior to age 55 1/2 can be made
only for "hardship" reasons as defined by the IRS.
Participant Loans:
Participants may apply for a distribution of their Plan account balances in the
form of loans not to exceed the lesser of 50% of the participant's
vested account balance or $50,000. Participant loans are secured by
the participant's account balance. The interest rate in effect on the loan
application date is used to calculate scheduled loan repayments which are
made through payroll deductions. Loans may be repaid in full at any time
without penalty.
Basis of Accounting:
The accounts of the Plan are maintained on the accrual basis of accounting. The
financial statements are supplementary schedules have been prepared to satisfy
the reporting and disclosure requirements of ERISA.
Investments:
At December 31, 1993 and 1992, investments in funds are reported at fair value
as determined by quoted market prices. At December 31, 1993 and 1992, the
Plan's investment in ALLTEL Corporation common stock is reported at fair
market value as determined by quoted market prices. Purchases and sales of
securities are recorded on the trade date of the related transactions.
Dividend and interest income is recorded as earned.
NOTE 2 - PLAN ADMINISTRATION AND EXPENSES
Administration of the Plan was provided by the Employer. The Employer does not
allocate to the Plan any of the internal costs of administering the Plan.
At its discretion, the Employer may pay reasonable expenses of the Plan.
- -10-
NOTE 3 - INVESTMENTS
Each participant may direct his or her contributions (employer and employee)
among six different funds. During October 1989, all participants were given a
one-time investment option to purchase Employer stock using all or a portion
of their employer contribution account balances.
In February 1992, the Employer merged with ALLTEL Corporation. In connection
with the merger, all shareholders of CPI Acquisition, Inc. received
3.81 shares of ALLTEL stock in exchange for their CPI Acquisition, Inc. shares.
At the time of the merger, the Plan exchanged 39,741 shares of CPI Acquisition,
Inc. for 151,414 shares of ALLTEL Corporation.
Participants may change their investment elections subject to certain
restrictions imposed by the funds and the Plan.
The Plan's investments appreciated (depreciated) in fair value (unrealized) as
follows:
1993 1992
Employer Common Stock $1,344,711 $1,436,016
Fidelity Magellan Fund 1,019,044 (796,350)
Fidelity U.S. Equity Index Fund 55,579 24,733
Fidelity Equity Income Fund 163,941 76,623
Fidelity GNMA Fund (12,018) (12,603)
$2,571,257 $ 728,419
NOTE 4 - FEDERAL INCOME TAXES
The Plan has obtained a favorable tax determination letter from the IRS stating
that the Plan is qualified under section 401(a) of the Code and
is exempt under section 501(a) of the Code. The Employer believes
that the Plan continues to maintain its qualified status and continues to be
tax exempt.
NOTE 5 - PLAN TERMINATION
Although it has not expressed an intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
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NOTE 6 - RECONCILIATION TO FORM 5500
As of December 31, 1993, the Plan had approximately $1,116,912 of pending
distributions to participants who elected to withdraw from the
operations and earnings of the Plan. This amount was recorded as a liability
in the Plan's Form 5500; however, this amount is not recorded as a liability
in the accompanying statements of net assets available for plan benefits
in accordance with generally accepted accounting principles.
The following table reconciles net assets available for plan benefits per the
financial statements to the Form 5500 as filed by the Company for the
years ended December 31, 1993 and 1992:
Net Assets Available
Benefits for Plan Benefits
Payable to Benefits December 31
Participants Paid 1993 1992
Per financial statements $ 0 $2,838,594 $29,362,020 $23,118,266
Accrued benefits payments 1,116,912 1,116,912 (1,116,912) -
Per Form 5500 $1,116,912 $3,955,506 $28,245,108 $23,118,266
- -12-
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULES
- -13-
<TABLE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION> DECEMBER 31, 1993
PLAN #001 FORM 5500
EIN 59-2721056 ITEM 27(a)
COST OF CURRENT UNREALIZED
DESCRIPTION OF ASSET ASSET VALUE GAIN(LOSS)
<S> <C> <C> <C>
*ALLTEL Corporation Common Stock $5,707,549 $7,052,260 $1,344,711
Fidelity Magellan Fund
Mutual fund investing primarily in
common stock 10,712,331 11,731,375 1,019,044
Fidelity Managed Income Portfolio
Investments in short- and long-
term investment contracts 988,644 988,644 0
Fidelity Retirement Money Market Fund
Money market fund 1,551,517 1,551,517 0
Fidelity Equity Income Fund
Mutual fund investing primarily in
common stocks 1,283,114 1,447,055 163,941
Fidelity GNMA Portfolio
Mutual fund investing in GNMA
mortgage-backed securities 591,431 579,413 (12,018)
Fidelity U.S. Equity Index Portfolio
Mutual fund investing primarily in
common stock 1,245,940 1,301,519 55,579
$22,080,526 $24,651,783 $2,571,257
</TABLE>
* Party-in-interest
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<TABLE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
<CAPTION>
PLAN #001 FORM 5500
EIN 59-2721056 ITEM 27(d)
TOTAL TOTAL
NUMBER OF DOLLAR DOLLAR GAIN OR
DESCIPTION TRANSACTIONS VALUE OF VALUE OF (LOSS) ON
OF ASSET PURCHASES SALES PURCHASES SALES SALES
<S> <C> <C> <C> <C> <C>
*ALLTEL Corporation
Common Stock 5 $1,243,774 $134,028
Fidelity Magellan Fund 98 39 $3,716,836 1,477,786 136,412
Managed Income Portfolio 60 27 1,374,335 385,691
</TABLE>
* Party-in-interest
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