SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K/A
AMENDMENT NO. 2 TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-4996-2
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 661-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York and Pacific
$2.06 No Par Cumulative Convertible
Preferred Stock New York and Pacific
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates as of
January 31, 1994 - $ 5,228,787,092
Common shares outstanding, January 31, 1994 - 187,579,806
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Annual report to shareholders for the year
ended December 31, 1993 Parts I, II and IV
Proxy statement for the 1994 annual meeting
of shareholders Part III
The Exhibit Index is located on page 2 of this amendment.
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its 1993 Annual
Report on Form 10-K as set forth in the pages attached hereto;
(List all such items, financial statements, exhibits
or other portions amended)
Item 14 Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLTEL CORPORATION
(Registrant)
/s/ Max E. Bobbitt
Max E. Bobbitt
President
April 29, 1994
<PAGE>
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
3. Exhibits:
See "Exhibit Index" located on page 2 of this
amendment.
-1-
<PAGE>
EXHIBIT INDEX
Number and Name Page
(23) Consents of experts (filed herewith) 3
(99)(a) Form 11-K information for the Stock Purchase Plan for 4
Employees of Systematics Information Services, Inc.
and its Affiliates for the years ended December 31,
1993 and 1992 (filed herewith).
(99)(b) Form 11-K information for the CP National Corporation 13
Incentive Thrift Savings Plan for the years ended
December 31, 1993 and 1992 (filed herewith).
-2-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in the previously filed registration
statements of ALLTEL Corporation on Forms S-8 (Registration No's.
2-99523, 33-25382, 33-35343, 33-34495, 33-41234 and 33-48476) of
our report dated April 15, 1994, on our audit of the financial
statements of the Stock Purchase Plan for Employees of Systematics
Information Services, Inc. and its Affiliates as of December 31,
1993 and 1992, and for the two years then ended, and of our report
dated April 25, 1994, on our audit of the financial statements of
the CP National Corporation Incentive Thrift Savings Plan as of
December 31, 1993 and 1992, and for the two years then ended, which
reports are incorporated by reference in this Amendment No. 2 to
the 1993 ALLTEL Corporation Annual Report on Form 10-K.
ARTHUR ANDERSEN & CO.
Little Rock, Arkansas
April 28, 1994
-3-
<PAGE>
EXHIBIT 99 (a)
FORM 11-K INFORMATION FOR THE STOCK PURCHASE PLAN
FOR EMPLOYEES OF SYSTEMATICS INFORMATION SERVICES, INC.
AND ITS AFFILIATES
FOR THE YEARS ENDED DECEMBER 31, 1993 and 1992
4
ITEM 1. CHANGES IN THE PLAN
There were no material changes in the Stock Purchase Plan for Employees of
Systematics Information Services, Inc. and its Affiliates (the "Plan") during
the year ended December 31, 1993.
ITEM 2. CHANGES IN INVESTMENT POLICY
There were no material changes in investment policy with respect to the Plan
during the year ended December 31, 1993.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
The Plan provides that Systematics Information Services, Inc. and
its
Affiliates (the "Company") contribution will be equal to 15 percent
of the
then prevailing market price of ALLTEL Corporation common stock so
as to
effect the employees contribution to be equal to 85 percent of the
prevailing
market price. The Company's contribution to the Plan for the year
ended
December 31, 1993 was $530,634.
ITEM 4. PARTICIPATING EMPLOYEES
There were 2,860 employees who were participating in the Plan at
December 31,
1993.
ITEM 5. ADMINISTRATION OF THE PLAN
A. During 1993, the Company acted as the Plan's administrator through an
Administrative Committee appointed by the Board of Directors of the
Company. The complete mailing address of the Administrative Committee is
4001 Rodney Parham Road, Little Rock, AR 72212.
Worthen Bank and Trust Co., N.A. (the "Bank") acted as trustee under the
Plan. The Bank's complete mailing address is P.O. Box 1681, Little Rock,
AR 72203, Attention of Employee Benefits Division.
B. Administration fees of $35,268 were paid to the Plan Trustee by
the Company for the year ended December 31, 1993.
ITEM 6. CUSTODIAN OF INVESTMENTS
A. The Bank acted as custodian of the assets of the Plan.
B. No bond was furnished by the custodian of the investments during the year
ended December 31, 1993.
-5-
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each participant receives a report of their individual account for
the periods
ending June 30 and December 31, of each Plan year.
ITEM 8. INVESTMENT OF FUNDS
Plan assets are invested in ALLTEL Corporation common stock, $1.00 par value.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
(1) Financial Statements for the year ended December 31, 1993,
are attached hereto.
-6-
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC. AND ITS AFFILIATES
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
-7-
Report of Independent Public Accountants
To the Administrative Committee of the
Stock Purchase Plan for Employees of
Systematics Information Services, Inc.
and its Affiliates:
We have audited the accompanying statements of net assets available
for plan benefits of the Stock Purchase Plan for Employees of
Systematics Information Services, Inc. and its Affiliates as of
December 31, 1993 and 1992, and the related statements of changes
in net assets available for plan benefits for the years then ended.
These financial statements are the responsibility of the
Administrative Committee. Our responsibility is to express an
opinion on these financial statements 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 the Administrative Committee, 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 years then ended in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Little Rock, Arkansas,
April 15, 1994.
-8-
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC. AND ITS AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31
ASSETS 1993 1992
Cash $ 91 $ -
Investment in common stock of
ALLTEL Corporation, at market
value (119,950 and 48,234
shares at a cost of $3,289,097
and $2,090,594) 3,534,981 2,322,274
Contributions receivable:
Employee 133,735 157,874
Employer 23,587 27,860
Accrued dividend income 22,926 16,834
Total Assets $3,715,320 $2,524,842
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Overdraft $ - $ 8,975
Stock purchases awaiting
settlement 157,290 185,700
Distributions payable to
participants 3,456,220 2,197,407
Net assets available for
plan benefits 101,810 132,760
Total Liabilities and
Net Assets Available
for Plan Benefits $3,715,320 $2,524,842
The accompanying notes are an integral part of these financial statements.
-9-
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC. AND ITS AFFILIATES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
ADDITIONS 1993 1992
Contributions:
Employee $3,004,016 $2,494,521
Employer 530,634 440,209
Unrealized appreciation of investments 57,257 200,072
Dividend income 53,240 43,414
3,645,147 3,178,216
DEDUCTIONS
Distributions to participants 3,676,097 3,129,735
Net change (30,950) 48,481
Net Assets Available for Plan
Benefits, beginning of year 132,760 84,279
Net Assets Available for Plan
Benefits, end of year $ 101,810 $ 132,760
The accompanying notes are an integral part of these financial statements.
-10-
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC. AND ITS AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1) PLAN DESCRIPTION
The Stock Purchase Plan for Employees of Systematics Information
Services, Inc. and its Affiliates (the "Plan") was
established by Systematics Information Services, Inc. (the
"Company") on June 18, 1991 to allow the Company's employees to
acquire ALLTEL Corporation common stock. The Plan will
automatically terminate on June 18, 1996.
All full time employees are eligible to participate in the
Plan. Participants' contributions to the Plan may be made in $5
increments per pay period with a minimum of $5 per pay period or
$10 per month, but may not exceed 10 percent of compensation for
that pay period, 5 percent of total compensation for the year or
$25,000 in any single year. The Company will contribute an amount
equal to 15 percent of the purchase price so that the effective
price to the employee is 85 percent of the prevailing market price.
Shares are purchased on the open market at the prevailing
price on the 15th and last business day of each month. Participant
and Company contributions are allocated to the participants'
individual accounts and are fully and immediately vested at the
time of allocation. Distributions of stock will be made for any
participant account which has 25 shares or greater on June 30 and
for all participants on December 31 for each full share allocated
to their individual accounts. Stock and uninvested funds will be
distributed to any participating employee upon voluntary
withdrawal, termination or death.
Dividends received on shares registered in the name of the
trustee are allocated to participating employees based upon shares
allocated to each participant.
2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Transactions
Purchases and sales of securities are reflected on a trade
date basis.
The investment in ALLTEL Corporation common stock is stated at
market value as determined by the last reported sales price on the
last business day of the Plan year.
In accordance with the policy of stating investments at market
value, net unrealized appreciation or depreciation for the year is
reflected in the statement of changes in net assets available for
plan benefits.
-11-
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Dividends
Dividend income is recorded on the ex-dividend date.
Contributions
The Plan accrues for contributions in the year the related
employee contributions are withheld from the Company's payroll.
Distributions
The Plan recognizes distributions based on the date the shares
are payable to participants.
3) RELATED PARTIES
The Company absorbs all costs of the Plan such as trustee
fees, accounting, general and administrative costs and is not
reimbursed by the Plan.
4) INCOME TAXES
The Plan conforms with the provisions of Internal Revenue Code
Section 423. Accordingly, the Plan is not subject to income taxes.
Additionally, the Company's contribution is tax-exempt to the
employee if the stock is held for a minimum of two years from the
date of grant or a minimum of one year from the date of transfer.
5) STOCK SPLIT
On April 22, 1993, the Board of Directors of ALLTEL
Corporation announced a 2 for 1 stock split for stockholders of
record as of June 18, 1993 which was distributed on July 9, 1993.
-12-
<PAGE>
EXHIBIT 99 (b)
FORM 11-K INFORMATION FOR THE CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
FOR THE YEARS ENDED DECEMBER 31, 1993 and 1992
-13-<PAGE>
ITEM 1. CHANGES IN THE PLAN
There were no material changes in the CP National Incentive Thrift
Savings Plan (the "Plan") during the year ended December 31, 1993.
Effective with the cessation of contributions on July 31, 1992 in
connection with the sale of substantially all of the assets of
Ocean Technology, Inc. ("OTI"), a Schedule to the Plan was adopted
by the Committee pursuant to the provisions of the Plan which
provided that all accounts under the Plan, (including any Suspense
Account maintained under Section 9.3 of the Plan not earlier
forfeited) be 100% vested and nonforfeitable.
ITEM 2. CHANGES IN INVESTMENT POLICY
There were no material changes in investment policy with respect to
the Plan during the fiscal year ended December 31, 1993.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Beginning August 1, 1992, with the cessation of active
participation of OTI employees, no more contributions, employee or
employer have been into the Plan. Prior to the cessation
of employer contributions, the Company's contributions had been
equal to 50% of the pre-tax amount contributed by participants,
which did not exceed 6% of the participants' base pay. For the
1992 plan year, the Company's contributions were equal to $141,369.
ITEM 4. PARTICIPATING EMPLOYEES
There were 593 employees who were participating in the Plan at
December 31, 1993.
ITEM 5. ADMINISTRATION OF THE PLAN
A. During 1993 and 1992, the Company acted as the Plan's
administrator through an Administrative Committee appointed by the
Board of Directors of the Company. The complete mailing address of
the Administrative Committee is One Allied Drive, Little Rock, AR
72203.
B. NationsBank of Texas, N.A. (the "Bank") acted as trustee under
the Plan. The Bank's complete mailing address is 901 Main
Street, P.O. Box 83222, Dallas, Texas 75283-2222.
C. No compensation has been paid to the administrators from the
Plan during the years ended December 31, 1993 and 1992.
ITEM 6. CUSTODIAN OF INVESTMENTS
A. The Bank acted as custodian of the assets of the Plan.
B. No compensation was received by any custodian of investments
from the Plan during the years ended December 31, 1993 or 1992.
C. No bond was furnished by the custodian of the investments
during the years ended December 31, 1993 or 1992.
-14-<PAGE>
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
During 1993, each participating employee received a quarterly
statement of their individual accounts. In addition, each
participating employee received a copy of the 1992 Summary Annual
Report for the Plan.
ITEM 8. INVESTMENT OF FUNDS
Effective January 1, 1993, portions of the Plan's assets were
invested in five different no-load mutual funds managed by
Federated Securities Corporation. These mutual funds hold
securities other than securities of ALLTEL Corporation. No
brokerage commissions were paid by the Plan to the investment
manager for any of the investments in these mutual funds. The
remaining assets of the Plan were invested in ALLTEL Corporation
common stock, $1.00 par value.
In 1992, a portion of the assets of the Plan were invested in the
Evergreen Total Return Fund, a no-load mutual fund, holding
securities other than securities of ALLTEL Corporation. No
brokerage commission was paid by the Plan for the investment in the
Evergreen Total Return Fund during the year ended December 31,
1992.
The Plan paid $1,200 in 1992 in commissions to Stephens Inc. (a
shareholder of ALLTEL Corporation) for the purchase and sale of
shares of ALLTEL Corporation common stock in the open market. No
commissions were paid to Stephens Inc. in 1993.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS
(1) Financial Statements for the years ended December 31,
1993 and 1992 are attached hereto.
-15-<PAGE>
CP NATIONAL CORPORATION INCENTIVE
THRIFT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
for the years ended December 31, 1993 and 1992
Together with Report of Independent Public Accountants
-16-<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Adminstrative Committee of
CP National Corporation Incentive
Thrift Savings Plan:
We have audited the accompanying statements of net assets
available for plan benefits of CP National Corporation Incentive Thrift
Savings Plan as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan benefits for the
years ended December 31, 1993 and 1992. These financial statements and
the supplemental schedule referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements and supplemental schedule 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
plan benefits of the Plan as of December 31, 1993 and 1992, and the
changes in net assets available for plan benefits for the years ended
December 31, 1993 and 1992, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
Schedule of Reportable Transactions is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is 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
schedule has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Little Rock, Arkansas,
April 25, 1994.
-17-
<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1993
FEDERATED
STOCK & ALLTEL
A G M GROWTH BOND STOCK GIC STOCK TOTAL
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments,
at Fair Value
(Note 3):
Federated Money
Market Fund
Auto Government
Money Trust
(768,128 shares,
cost $768,128) $ 768,128 $ - $ - $ - $ - $ - $ 768,128
Federated Growth Trust
(11,278 shares, cost
$300,333) - 271,454 - - - - 271,454
Federated Stock &
Bond Fund, Inc.
(17,772 shares,
cost $234,871) - - 296,606 - - - 296,606
Federated Stock Trust
(16,596 shares, cost
$394,091) - - - 422,379 - - 422,379
Federated Capital
Preservation
Fund FKA Federated GIC
(19,009 shares,
cost $190,093) - - - - 190,093 - 190,093
ALLTEL Corporation
Common Stock
(660,083 shares,
cost $7,092,170) - - - - - 19,472,449 19,472,449
Total Investments 768,128 271,454 296,606 422,379 190,093 19,472,449 21,421,109
Cash 3 1 - 2 1 1,960 1,967
Employee Contributions
Receivable - - - - - - -
Dividends, Interest and
Other Receivable 1,763 6,064 7 12,974 789 157,752 179,349
Net Assets Available
for Plan Benefits $ 769,894 $ 277,519 $ 296,613 $ 435,355 $ 190,883 $ 19,632,161 $21,602,425
The accompanying notes are an integral part of these
</TABLE>
2
-18-
<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 1992
COMMON STOCK SHORT-TERM EQUITY TOTAL
ASSETS
<S> <C> <C> <C> <C>
Investments, at Fair Value (Note 3):
ALLTEL Corporation Common Stock
(356,704 shares, cost $7,262,423) $17,032,616 $ - $ - $17,032,6
State Street Bank and Trust Company
Short-Term Investment Fund
(1,032,000 shares, cost $1,032,000) 6,000 1,023,000 3,000 1,032,000
The Evergreen Total Return Fund
(66,889 shares, cost $1,208,237) - - 1,299,646 1,299,646
Total Investments 17,038,616 1,023,000 1,302,646 19,364,26
Cash 731 110 144 98
Employer Contributions Receivable 11,173 - - 11,1
Dividends, Interest and Other Receivables 145,227 2,991 158 148,3
Total Assets 17,195,747 1,026,101 1,302,948 19,524,
LIABILITIES
Distributions Payable to Participants - - -
Non-vested Employer Contributions
Forfeited - - -
Payable for Investments Purchased - - - -
Total Liabilities - - - -
NET ASSETS AVAILABLE FOR PLAN BENEFITS $17,195,747 $1,026,101 $1,302,948 $1
The accompanying notes are an integral part of these financial statements.
</TABLE>
3
-19-
<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1993
F E D E R A T E D
COMMON SHORT- STOCK & ALLTEL
STOCK TERM EQUITY AGM GROWTH BOND STOCK GIC STOCK TOTAL
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Employer - - - - - - $ - - - -
Total Contributions - - - - - - - - - -
Investment Income:
Dividends - - - 22,778 2,360 8,516 5,731 9,753 571,532 620,670
Interest & Other Income - - - 74 46 341 63 25 7,779 8,328
Total Investment Income - - - 22,852 2,406 8,857 5,794 9,778 579,311 628,998
Net Gain Realized on Disposition
of Investments - - - - 5,180 3,859 14,487 - 8,119 31,645
Net Unrealized Appreciation
(Depreciation) in the Fair
Value of Investments - - - - (28,879) 61,735 28,288 - 3,737,220 3,798,364
Proceeds From Investment
Liquidation - - - 970,004 321,238 218,126 406,958 194,820 17,413,650 19,524,796
Transfers - - - (1,196) (386) 9,327 24 (9,287) 1,518 -
Other - - - - - - - - - -
Total Additions - - - 991,660 299,559 301,904 455,551 195,311 21,739,818 23,983,803
DEDUCTIONS
Distributions and
Withdrawls - - - 221,766 22,040 5,291 20,196 4,428 2,107,657 21,906,174
Non-vested Employer
Contributions Forfeited - - - - - - - - - -
Liquidation of Funds 17,195,747 1,026,101 1,302,948 - - - - - - -
Total Deductions 17,195,747 1,026,101 1,302,948 221,766 22,040 5,291 20,196 4,428 2,107,657 21,906,174
NET ASSETS
Increase (Decrease)
for the Year (17,195,747) (1,026,101) (1,302,948) 769,894 277,519 296,613 435,355 190,883 19,632,161 2,077,629
Balance, January 1 17,195,747 1,026,101 1,302,948 - - - - - - 19,524,796
Balance,
December 31 $ - $ - $ - $ 769,894 $ 277,519 $ 296,613 435,355 190,883 19,632,161 21,602,425
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
-20-
<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
COMMON STOCK SHORT-TERM EQUITY TOTAL
ADDITIONS
<S> <C> <C> <C> <C>
Contributions:
Employee $ 145,655 $ 57,362 $ 108,169 $ 311,186
Employer 141,369 - - 141,369
Total Contributions 287,024 57,362 108,169 452,555
Investment Income:
Dividends 611,894 - 121,779 733,673
Interest and Other Income 1,723 51,970 453 54,146
Total Investment Income 613,617 51,970 122,232 787,819
Net Gain Realized on Disposition
of Investments 385,149 - 11,553 396,702
Net Unrealized Appreciation in the Fair
Value of Investments 3,101,848 - 19,961 3,121,809
Transfers 300 (93,814) 93,514 -
Total Additions 4,387,938 15,518 355,429 4,758,885
DEDUCTIONS
Distributions and Withdrawls 4,097,772 459,786 721,957 5,279,515
NET ASSETS
Increase (Decrease) for the year 290,166 (444,268) (366,528) (520,630)
Balance, January 1 16,905,581 1,470,369 1,669,476 20,045,426
Balance, December 31 $17,195,747 $1,026,101 $1,302,948 $19,524,796
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
-21-
<PAGE>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. PLAN DESCRIPTION
General
The CP National Corporation Incentive Thrift Savings Plan (the "Plan") is a
definedcontribution plan administered by an Administrative Committee appointed
by the Board of Directors of CP National Corporation (the "Company").
The Company is a wholly-owned subsidiary of ALLTEL Corporation. The Plan,
which is a voluntary savings program established for the benefit of eligible
employees of the Company and its participating subsidiaries, became
effective on January 1, 1983. The Plan's assets were held by State
Street Bank and Trust Company under a trust agreement during the
1992 Plan Year. NationsBank of Texas, N.A. became the trustee of the
Plan beginning January 1, 1993.
Eligibility
During 1992, only the eligible employees of Ocean Technology, Inc. ("OTI"),
a wholly-owned subsidiary of the Company, became or continued as
active participants under the Plan until July 31, 1992, when contributions
ceased in connection with the sale of substantially all of the assets of OTI.
Contributions
Beginning August 1, 1992, with the cessation of active participation of OTI
employees, no more contributions, employee and employer, are being made into the
Plan, except for the additional employer contributions made in January 1993
as a result of the restoration of forfeited accounts of previously terminated
participants, as required by law.
Up to July 31, 1992, eligible employees were allowed to contribute up to 16% of
their base earnings to the Plan each year. Participants were also allowed to
contribute up to 10% of their base earnings or $8,728, whichever is less, on a
tax-deferred basis. In order to participate, it was required that at least 1%
of the employee's contribution be contributed on a tax-deferred basis.
Participants were also allowed to contribute up to 10% of their base earnings on
an after-tax basis, however, the combination of the two was limited to 16%
of the participants' base earnings.
During 1992, the Company contributed to the participants' Plan accounts,
amounts equal to 50% of the portion of the tax-deferred contribution that did
not exceed 6% of the participants' base pay.
6
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<PAGE>
1. PLAN DESCRIPTION (continued)
Vesting
In connection with the sale of assets of OTI, pursuant to the provisions of the
Plan, the Committee adopted a schedule to the Plan which provided that all
accounts under the Plan (including any Suspense Account maintained under Section
9.3 of the Plan not earlier forfeited) be 100% vested and nonforfeitable.
As of December 31, 1993, 245 participants, which are no longer employees of the
Company, had account balances totaling approximately $8,008,617 which were 100%
vested.
Benefit Payments
Participants or their estate, as applicable, are entitled to receive the vested
balance of their Plan account (1) when they retire at age 55 or later, with ten
or more years of service, or (2) when they retire at age 65 or later, or (3) if
they become permanently disabled, or (4) upon death, or (5) upon separation from
service with the Company or any of its affiliates. Participants may
withdraw funds, with the approval of the Plan's Administrative Committee,
from their account balance to satisfy their heavy and immediate financial need.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared on the accrual basis of accounting.
Investments are stated at fair value based on quoted market values.
Realized and unrealized appreciation/depreciation of Plan assets is based on the
difference between the value of the assets at the beginning of the year
(revalued cost) or at the time of purchase during the year and the selling
price (realized) or the fair value of the assets at year end (unrealized).
Distributions are valued as of the last business day of the calendar quarter or
month, as applicable, preceding the distribution, based on the fair value as of
such date.
7
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<PAGE>
3. SIGNIFICANT INVESTMENTS
Effective January 1, 1993, Federated Securities Corporation became the
investment manager of the Plan assets. Accordingly, all investment holdings in
the State Street Bank and Trust Company Short-Term Investment Fund, the
Evergreen Total Return Fund and the Common Stock Fund were liquidated as of
that date. Plan participants could then elect to re-invest their holdings in
any of the following six funds: The Automated Government Money Trust,
The Federated Growth Trust, The Federated Stock Trust, The
Stock and Bond Fund, The Capital Preservation Fund, and The ALLTEL Stock Fund.
If no investment election was made by the participant, then his/her holdings
were re-invested in the following manner: all non-Common Stock Fund holdings
were invested in the Automated Government Money Trust and all Common Stock Fund
holdings were invested in the ALLTEL Stock Fund. A description of each of the
investment funds is as follows:
The Automated Government Money Trust ("AGM"). Contributions to this
fund are principally invested in short-term United States Treasury
obligations.
The Federated Growth Trust ("GROWTH"). Contributions to this fund are
invested primarily in equity securities of companies with prospects for
above-average growth in earnings and dividends or of companies where
significant fundamental changes are taking place.
The Federated Stock Trust ("STOCK"). Contributions to this fund are
principally invested in common stocks of high quality companies. This
is a no-load mutual fund.
The Stock and Bond Fund ("STOCK AND BOND"). Contributions to this fund
are invested in Class A shares representing interests in an open-end,
diversified management investment company known as Stock and Bond Fund,
Inc.
The Capital Preservation Fund ("GIC"). Contributions to this fund are
invested primarily in guaranteed investment contracts.
The ALLTEL Stock Fund ("ALLTEL STOCK"). Contributions into the ALLTEL
Stock Fund were used to purchase shares of ALLTEL Corporation common
stock in the open market.
Appropriate adjustments were made to participants' Plan accounts for any
stock dividends, stock splits, subdivision, reclassification or
combination of shares.
8
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<PAGE>
3. SIGNIFICANT INVESTMENTS (continued)
In 1992, Plan participants could elect to invest their contributions in any of
the following three funds:
The Short-Term Fund ("SHORT-TERM"). Contributions to this fund were
invested in units of the Short-Term Investment Fund ("STIF") managed by
State Street Bank and Trust Company (the "Bank") as the investment
manager. STIF's assets were invested in short-term obligations such as
government bonds and certificates of deposit selected by the Bank.
The Common Stock Fund ("COMMON STOCK"). Contributions into the Common
Stock Fund were used to purchase shares of ALLTEL Corporation
common stock in the open market. Appropriate adjustments were made to
participants' Plan accounts for any stock dividends, stock splits,
subdivision, reclassification or combination of shares.
The Equity Fund ("EQUITY"). Contributions to this fund were principally
invested in the Evergreen Total Return Fund, a no-load mutual fund.
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan at any time.
5. ADMINISTRATIVE FEES
Administrative, audit, legal, trustee and other expenses related to the Plan's
operation are generally paid by the Company. At the option of the
Administrative Committee, the Plan may pay certain fees and expenses.
The Company paid all administrative fees in 1993 and 1992.
6. INCOME TAXES
The Plan has received a favorable determination letter from the
Internal Revenue Service (the "IRS") dated December 27, 1985, which states that
the Plan is "qualified" for the purposes of Section 401 of the Internal Revenue
Code. Amendments to the Plan agreement have not been filed with the IRS. It is
the opinion of the Administrative Committee that a favorable determination
letter would be received for the Restatement Plan and Amendments 1 through 7.
9
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<PAGE>
7. PLAN AMENDMENT
During 1992, the following amendment to the January 1, 1987 Restatement Plan
agreement was adopted:
Amendment No. 7 - Amends the Plan to recognize the authority of the Pension
Investment Committee to oversee the investment of Trust assets in
connection with the appointment of NationsBank of Texas as successor
Trustee.
10
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<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
Sales
Description of Number of Number of Origin
Asset Purchases Sales Purchases Sale Price Cos
<S> <C> <C> <C> <C> <C>
-NONE-
-27-
</TABLE>
<PAGE>
