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:
ALLTEL CORPORATION THRIFT 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
<PAGE>
REQUIRED INFORMATION
The ALLTEL Corporation Thrift 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 Public Accountants.
2. Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992.
3. Statements of Changes in Net Assets Available
for Benefits for the year ended December 31, 1993.
4. Notes to Financial Statements as of December 31,
1993 and 1992.
5. Schedule of Investments as of December 31, 1993.
6. Schedule of Reportable Transactions for the 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.
2
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SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the persons who
administer the ALLTEL Corporation Thrift Plan have duly
caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
ALLTEL CORPORATION THRIFT PLAN
By: SYSTEMATICS INFORMATION
SERVICES, INC.
Dated: November 1, 1994 By: /s/ John E. Steuri
Name: John E. Steuri
Title: Chairman and Chief
Executive Officer
3
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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 LLP
(29) ADDITIONAL EXHIBITS:
29.1 Thrift Plan and Trust for Employees
of Systematics Information
Services, Inc. (name amended
to ALLTEL Corporation Thrift
Plan) Financial Statements
and Supplemental Schedule,
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 ALLTEL
Corporation Thrift Plan (the "Plan") of our report dated
June 29, 1994 with respect to the Plan's financial
statements for the year ended December 31, 1993.
November 1, 1994 ARTHUR ANDERSEN LLP
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EXHIBIT 29.1
THRIFT PLAN AND TRUST FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC.
(NAME AMENDED TO ALLTEL CORPORATION THRIFT PLAN)
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993 AND 1992
6
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ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and
Administrator of the
Thrift Plan & Trust for
Employees of Systematics
Information Services,
Inc.:
We have audited the accompanying statements of net assets
available for benefits of the Thrift Plan & Trust for
Employees of Systematics Information Services, Inc. as of
December 31, 1993 and 1992, and the related statement of
changes in net assets available for 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 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. 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 benefits of the Thrift Plan & Trust for
Employees of Systematics Information Services, Inc. at
December 31, 1993 and 1992, and the changes in net assets
available for benefits for the year ended December 31, 1993
in conformity with generally accepted accounting
principles.
Our audit made for the purpose of forming an opinion on the
basic financial statements taken as a whole. Supplemental
schedules I and II are presented for the purposes 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. The supplemental
schedules have been subjected to the auditing procedures
applied in the audit 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.
Little Rock, Arkansas /s/ Arthur Andersen LLP
June 29, 1994
7
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THRIFT PLAN AND TRUST FOR EMPLOYEES OF SYSTEMATICS
INFORMATION SERVICES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
ASSETS
1993 1992
Investments, at market value -
Participant directed:
Automated Government Money Trust $10,669,125 $ 9,283,527
Stock and Bond Fund 11,667,093 8,649,572
Capital Preservation Fund 10,638,076 8,490,783
Stock Trust 12,098,385 8,553,318
Growth Trust 6,772,262 4,117,972
Non-Participant directed:
Kemper Money Market Fund 353,940 295,902
Total investments 52,198,881 39,391,074
Receivables:
Employer contribution 2,092,100 2,617,640
Notes receivable from Plan
participants 1,082,798 819,849
Total receivables 3,174,898 3,437,489
Cash 157,878 -
Total assets 55,531,657 42,828,563
LIABILITIES
Due to affiliate 16,605 -
NET ASSETS AVAILABLE FOR BENEFITS $55,515,052 $42,828,563
The accompanying notes to financial statements
are an integral part of these statements.
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<TABLE>
<CAPTION>
THRIFT PLAN AND TRUST FOR EMPLOYEES OF SYSTEMATICS INFORMATION SERVICES, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
NON-PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
Automated Capital
Government Stock & Bond Preservation Kemper Money
Money Trust Fund Fund Stock Trust Growth Trust Market Fund Total
Additions to Net Assets Attributed to:
Investment income -
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income $ 15,194 $ 15,239 $503,411 $ 15,803 $ 8,969 $ 12,859 $ 571,475
Dividend income 269,717 348,777 --- 543,356 175,242 8,660 1,345,752
Increase in unrealized
appreciation --- 652,326 --- 634,379 231,023 --- 1,517,728
Contributions -
Employer 401,615 421,007 394,964 467,050 407,464 --- 2,092,100
Employee 2,071,207 2,039,696 1,985,603 2,153,375 1,985,735 --- 10,235,616
Total additions 2,757,733 3,477,045 2,883,978 3,813,963 2,808,433 21,519 15,762,671
Deductions from Net Assets Attributed to:
Benefits paid to
participants (857,866) (534,382) (744,870) (594,613) (314,395) (30,056) (3,076,182)
Net increase (decrease) $1,899,867 $2,942,663 $2,139,108 $3,219,350 $2,494,038 $ (8,537) $12,686,489
Net Assets Available for Benefits,
beginning of year 42,828,563
Net Assets Available for Benefits,
end of year $55,515,052
</TABLE>
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THRIFT PLAN AND TRUST FOR EMPLOYEES OF SYSTEMATICS
INFORMATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Organization
The Thrift Plan and Trust for Employees of Systematics
Information Services, Inc. (the Plan) is a defined
contribution employee benefit plan covering substantially
all employees of Systematics Information Services, Inc. and
its wholly-owned subsidiaries (the Employer). The Employer
is a wholly-owned subsidiary of ALLTEL Corporation
(ALLTEL).
Investments
Both employee and Employer contributions are remitted to
one of five mutual funds managed by Federated Investors.
Investments are deposited in the Automated Government Money
Trust, Capital Preservation Fund, Stock and Bond Fund,
Stock Trust and Growth Trust, as directed by the
participant. The investment in mutual funds is reported at
market value based upon the net assets values per share as
determined on the last business day of the year. At
December 31, 1993 and 1992, each of these fund's market
values exceeded 5% of net assets available for Plan
benefits.
Plan Contributions
Each year, participants may contribute up to 10% of their
pretax annual compensation, as defined in the Plan
agreement. The Employer contributes an amount equal to 25%
of every participant dollar contributed that is not in
excess of 6% of the participant's compensation for the Plan
year. Such contribution is funded annually following the
Plan's year end. The Employer, at its discretion, may make
additional matching contributions over and above the
required 25%.
Expenses
Administrative fees are paid by the Employer and are not
reflected in the Plan's financial statements.
Income Taxes
The Plan is exempt from federal income taxes in accordance
with the provisions of the Internal Revenue Code. A
favorable determination letter to this effect has been
received. Accordingly, there is no provision for income
taxes in the accompanying financial statements.
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2. DESCRIPTION OF THE PLAN:
The Plan is designed as a savings plan to assist employees
in planning for retirement. All full-time employees are
eligible to participate in the Plan after attaining the age
of 21. The Plan is administered by a pension investment
committee and a pension and benefits committee appointed by
the ALLTEL Board of Directors.
Vesting and Benefits
Participants are fully vested in all employee contributions
and accumulated earnings. Participants are fully vested in
Employer contributions when the contributions are funded.
Participants may elect upon termination to defer payment of
their account balance if their balance exceeds $3,500. The
Plan's obligation for the undistributed net assets of
former employees approximated $3,672,000 and $3,261,000 as
of December 31, 1993 and 1992, respectively.
Plan Amendment or Termination
The Employer reserves the right to amend, change or
terminate the Plan at any time. If the Plan is terminated,
assets will be distributed to the participants in a manner
approved by the Internal Revenue Service.
3. NOTES RECEIVABLE:
Notes receivable represent loans to participants of the
Plan. Participants can borrow from the Plan amounts not to
exceed 50% of their vested balance, up to a maximum loan
amount of $50,000. Such loans are allowed only for
specific purposes and must be repaid through payroll
deductions over one to five years, unless used to purchase
a principal residence. Loans bear interest at rates
determined by the pension and benefits committee upon
execution of the loan. At December 31, 1993 and 1992,
these loans had interest rates ranging from 7.00% to 11.75%
and 7.50% to 11.75%, respectively.
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<TABLE>
<CAPTION>
SCHEDULE I
THRIFT PLAN AND TRUST FOR EMPLOYEES OF SYSTEMATICS INFORMATION SERVICES, INC.
SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 1993
Market
Issuer Description Shares Cost Value
<S> <C> <C> <C> <C>
Federated Investors Automated Government Money Trust 10,669,125 $10,669,125 $10,669,125
Federated Investors Stock and Bond Fund 699,047 10,887,514 11,667,093
Federated Investors Capital Preservation Fund 1,063,808 10,638,076 10,638,076
Federated Investors Stock Trust 475,379 11,205,592 12,098,385
Federated Investors Growth Trust 285,268 6,165,555 6,772,262
Total Investments in Mutual Funds 49,565,862 51,844,941
Worthen National Bank Kemper Money Market Fund 353,940 353,940
Total Investments $49,919,802 $52,198,881
</TABLE>
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<TABLE>
<CAPTION>
SCHEDULE II
THRIFT PLAN AND TRUST FOR EMPLOYEES OF SYSTEMATICS INFORMATION SERVICES, INC.
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
Identity of Party Involved Nature of Transaction Number of Transactions Purchase Price
<S> <C> <C> <C>
Federated Investors Purchase of Automated Government 37 $2,727,410
Money Trust Shares
Federated Investors Purchase of Federated Stock and 47 2,681,927
Bond Fund Shares
Federated Investors Purchase of Capital Preservation 47 2,717,003
Fund Shares
Federated Investors Purchase of Federated Stock 70 2,887,296
Trust Shares
Federated Investors Purchase of Federated Growth 59 2,618,251
Trust Shares
13
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