SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OT 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, 1995 - $ 5,341,217,327
Common shares outstanding, January 31, 1995 - 188,236,734
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Annual report to shareholders for the year
December 31, 1994 Parts I, II and IV
Proxy statement for the 1995 annual meeting
of stockholders 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 1994 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/ Dennis J. Ferra
Dennis J. Ferra
Senior Vice-President - Accounting and Administration
April 28, 1995
<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, 1994
and 1993 (filed herewith).
(99)(b) Form 11-K information for the ALLTEL Corporation 12
Thrift Plan as of December 31, 1994 and 1993 and for
the year ended December 31, 1994 (filed herewith).
(99)(c) Form 11-K information for the Computer Power, Inc. 27
Retirement Savings Plan as of December 31, 1994 and 1993
and for the year ended December 31, 1994 (filed
herewith).
(99)(d) Form 11-K information for the CP National Corporation 39
Incentive Thrift Savings Plan for the years ended
December 31, 1994 and 1993 (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, 33-48476, 33- 51047, 33-54175, 33-54823 and 33-56291)
of our report dated April 7, 1995, 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, 1994 and 1993 and for
the two years then ended; our report dated April 21, 1995, on our audit of
the financial statements of the ALLTEL Corporation Thrift Plan as of
December 31, 1994 and 1993 and for the year ended December 31, 1994; our
report dated March 31, 1995, on our audit of the financial statements of
the Computer Power, Inc. Retirement Savings Plan as of December 31, 1994
and 1993 and for the year ended December 31, 1994; and of our report dated
April 12, 1995, on our audit of the financial statements of the CP National
Corporation Incentive Thrift Savings Plan as of December 31, 1994 and 1993
and for the two years then ended, which reports are incorporated by
reference in this Amendment No. 1 to the 1994 ALLTEL Corporation Annual
Report on Form 10-K.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 28, 1995.
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, 1994 AND 1993
4
<PAGE>
REQUIRED INFORMATION
The Stock Purchase Plan for Employees of Systematics
Information Services, Inc. and its Affiliates (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 99(a) to
this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Plan Benefits as
of December 31, 1994 and 1993.
3. Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1994 and 1993.
4. Notes to Financial Statements as of December 31, 1994
and 1993.
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
5
<PAGE>
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC.
AND ITS AFFILIATES
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
6
<PAGE>
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, 1994 and 1993, 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, 1994 and 1993, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Little Rock, Arkansas,
April 7, 1995.
7
<PAGE>
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 1994 1993
Cash $ 208 $ 91
Investment in common stock of ALLTEL 3,225,424 3,534,981
Corporation, at market value (107,068
and 119,950 shares at a cost of
$2,932,302 and $3,289,097)
Contributions receivable:
Employee 144,255 133,735
Employer 25,442 23,587
Accrued dividend income 21,384 22,926
Total assets $3,416,713 $3,715,320
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Stock purchases awaiting settlement $ 169,242 $ 157,290
Distributions payable to participants 3,090,494 3,456,220
Net assets available for plan benefits 156,977 101,810
Total liabilities and net assets
available for plan benefits $3,416,713 $3,715,320
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
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
ADDITIONS 1994 1993
Contributions:
Employee $3,681,657 $3,004,016
Employer 649,519 530,634
Net appreciation of investments 94,749 57,257
Dividend income 51,299 53,240
4,477,224 3,645,147
DEDUCTIONS
Distributions to participants 4,422,057 3,676,097
Net change 55,167 (30,950)
Net assets available for plan
benefits, beginning of year 101,810 132,760
Net assets available for plan
benefits, end of year $ 156,977 $ 101,810
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
STOCK PURCHASE PLAN FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES, INC. AND ITS AFFILIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
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% of
compensation for that pay period, 5% of total compensation for the year or
$25,000 in any single year. The Company will contribute an amount equal to 15%
of the purchase price so that the effective price to the employee is 85% 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.
On January 19, 1995, the Company announced its name change to ALLTEL
Information Services, Inc., effective February 15, 1995.
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.
10
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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.
11
<PAGE>
EXHIBIT 99 (b)
FORM 11-K INFORMATION FOR THE
ALLTEL CORPORATION THRIFT PLAN
AS OF DECEMBER 31, 1994 AND 1993
AND FOR THE YEAR ENDED DECEMBER 31, 1994
12
<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 99(b) to
this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Plan Benefits as
of December 31, 1994 and 1993.
3. Statements of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994.
4. Notes to Financial Statements as of December 31, 1994.
5. Schedule of Investments as of December 31, 1994
6. Schedule of Reportable Transactions for the year ended
December 31, 1994
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
13
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
14
<PAGE>
Report of Independent Public Accountants
To the Participants and Administrator of the
ALLTEL Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of the ALLTEL Corporation Thrift Plan (formerly the Thrift Plan and Trust for
Employees of Systematics Information Services, Inc.) as of December 31, 1994 and
1993, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1994. 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 ALLTEL
Corporation Thrift Plan at December 31, 1994 and 1993, and the changes in its
net assets available for benefits for the year ended December 31, 1994, 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. Supplemental Schedules I and II are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are 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 have been subjected to the
auditing procedures applied in our 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.
/s/ Arthur Andersen LLP
Little Rock, Arkansas,
April 21, 1995.
15
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
1994
1993
ASSETS
Investments, at market value:
Participant directed -
Federated Money Market Fund -
Automated Government Money Trust $ 14,046,956 $10,669,125
Federated Stock and Bond Fund 14,603,385 11,667,093
Federated Capital Preservation Fund 14,229,336 10,638,076
Federated Stock Trust 16,319,354 12,098,385
Federated Growth Trust 9,701,642 6,772,262
Fidelity Magellan Fund 15,177,799 -
Fidelity Retirement Government Money
Market Fund 2,024,689 -
Fidelity Managed Income Portfolio 1,470,681 -
Fidelity U.S. Equity Index Portfolio 1,348,286 -
Fidelity Equity Income Fund 2,510,742 -
Fidelity GNMA Portfolio 617,658 -
ALLTEL Corporation Common Stock Fund 29,130,720 -
NationsBank Real Estate Collective Fund 1,418 -
Metropolitan Life Insurance Company
Guaranteed Income Fund 10,149,505 -
INVESCO Total Return Fund 6,255 -
INVESCO Industrial Income Fund 5,000 -
Non-participant directed -
Kemper Money Market Fund 422,898 353,940
Other 158,307
Total investments 131,924,631 52,198,881
Receivables:
Employer contributions 7,157,569 2,092,100
Employee contributions 16,015 -
Notes from Plan participants 4,191,551 1,082,798
Receivable from INVESCO 8,163,119 -
Accrued interest and dividends 423,825 -
Total receivables 19,952,079 3,174,898
Cash 152,138 157,878
Total assets 152,028,848 55,531,657
LIABILITIES
Accounts payable and other 71,292 -
Accrued administrative expenses 92,964 -
Due to affiliate - 16,605
Total liabilities 164,256 16,605
NET ASSETS AVAILABLE FOR BENEFITS $151,864,592 $55,515,052
The accompanying notes to financial statements
are an integral part of these statements.
16
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
PARTICIPANT DIRECTED
Federated Nations
Money ALLTEL Bank
Market Fund- Federated Federated Corporation Real
Automated Stock Capital Federated Federated Common Estate Fidelity
Government & Bond Preservation Stock Growth Stock Collective Magellan
Money Trust Fund Fund Trust Trust Fund Fund Fund
Additions to Net Assets Attributed to:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Interest income $ 23,579 $ 22,801 $ 667,867 $ 24,136 $ 14,901
Dividend income 431,148 498,479 664,100 367,654
Decrease in unrealized
appreciation (726,749) (757,868)(1,291,622)
Contributions -
Employer
Employee 2,166,758 2,450,590 2,208,219 2,886,081 2,613,896
Rollovers 97,482 175,211 127,657 221,959 169,806
Transfer of funds due to
plan mergers -
CP National Corporation
Incentive Thrift Savings Plan 742,867 284,746 328,792 411,748 270,170 $18,960,430
Houston Wire & Cable Company
Combination Profit Sharing &
Salary Deferral Plan 379,397 739,858 265,307 933,532 1,040,511 2,568,369 $23,270
Computer Power, Inc.
Retirement Savings Plan 7,871,393 $15,177,799
TDS Healthcare Systems Corporation
Profit Sharing Plan
Total additions 3,841,231 3,444,936 3,597,842 4,383,688 3,185,316 29,400,192 23,270 15,177,799
Deductions from Net Assets
Attributed to:
Benefits paid to participants (907,199) (613,985) (570,076) (665,330) (426,321)
Administrative expenses
Net increase (decrease) $ 2,934,032 $ 2,830,951 $ 3,027,766 $ 3,718,358 $2,758,995 $29,400,192 $23,270 $15,177,799
Net Assets Available for Benefits,
beginning of year 11,249,265 11,435,979 10,633,602 11,572,789 6,532,756
Net Assets Available for Benefits,
end of year $14,183,297 $14,266,930 $13,661,368 $15,291,147 $9,291,751 $29,400,192 $23,270 $15,177,799
<FN>
The accompanying notes to financial statements
are an integral part of this statement.
</FN>
17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1994
PARTICIPANT DIRECTED
Metropolitan
Fidelity Life
Retirement Insurance
Government Fidelity Fidelity Fidelity Company INVESCO INVESCO
Money Managed U.S. Equity Equity Fidelity Guaranteed Industrial Total
Market Income Index Income GNMA Income Income Return
Fund Portfolio Portfolio Fund Portfolio Fund Fund Fund
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C> <C> <C>
Investment income -
Interest income
Dividend income
Decrease in unrealized
appreciation
Contributions -
Employer
Employee
Rollovers
Transfer of funds due to
plan mergers -
CP National Corporation Incentive
Thrift Savings Plan
Houston Wire & Cable Company
Combination Profit Sharing &
Salary Deferral Plan
Computer Power, Inc.
Retirement Savings Plan $2,024,689 $1,470,681 $1,348,286 $2,510,742 $617,658
TDS Healthcare Systems Corporation
Profit-Sharing Plan $10,568,693 $4,411,591 $3,650,599
Total additions 2,024,689 1,470,681 1,348,286 2,510,742 617,658 10,568,693 4,411,591 3,650,599
Deductions from Net Assets
Attributed to:
Benefits paid to participants
Administrative expenses
Net increase (decrease) $2,024,689 $1,470,681 $1,348,286 $2,510,742 $617,658 $10,568,693 $4,411,591 $3,650,599
Net Assets Available for Benefits,
beginning of year
Net Assets Available for Benefits,
end of year $2,024,689 $1,470,681 $1,348,286 $2,510,742 $617,658 $10,568,693 $4,411,591 $3,650,599
<FN>
The accompanying notes to financial statements are
an integral part of this statement.
</FN>
18
</TABLE>
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1994
NON-PARTICIPANT DIRECTED
Kemper
Money
Market Fund Other Total
Additions to Net Assets Attributed to:
Investment income -
Interest income $ 4,793 $ 758,077
Dividend income 14,672 1,976,053
Decrease in unrealized appreciation (2,776,239)
Contributions -
Employer $ 2,622,684 2,622,684
Employee 12,325,544
Rollovers 792,115
Transfer of funds due to plan mergers -
CP National Corporation Incentive
Thrift Savings Plan 20,998,753
Houston Wire & Cable Company
Combination Profit Sharing &
Salary Deferral Plan 5,950,244
Computer Power, Inc.
Retirement Savings Plan 6,038,287 37,059,535
TDS Healthcare Systems Corporation
Profit-Sharing Plan 1,226,307 19,857,190
Total additions 19,465 9,887,278 99,563,956
Deductions from Net Assets Attributed to:
Benefits paid to participants (21,245) (3,204,156)
Administrative expenses (10,260) (10,260)
Net increase (decrease) $ (1,780) $ 9,877,018 $96,349,540
Net Assets Available for Benefits,
beginning of year 441,775 3,648,886 55,515,052
Net Assets Available for Benefits,
end of year $439,995 $13,525,904 $151,864,592
The accompanying notes to financial statements
are an integral part of this statement.
19
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
The ALLTEL Corporation Thrift Plan (the "Plan", formerly the Thrift Plan and
Trust for Employees of Systematics Information Services, Inc.) is a defined
contribution employee benefit plan which, prior to December 31, 1994, covered
substantially all employees of Systematics Information Services, Inc. and its
wholly-owned subsidiaries ("Systematics"). Effective December 31, 1994, the CP
National Corporation Incentive Thrift Savings Plan (the "CPN Plan"), the Houston
Wire and Cable Company Combination Profit Sharing and Salary Deferral Plan (the
"HWC Plan"), the Computer Power, Inc. Retirement Savings Plan (the "CPI Plan"),
and the TDS Healthcare Systems Corporation Profit Sharing Plan (the "TDS Plan")
were merged with and into the Plan. As a result of these mergers, the assets
transferred from the above plans and into the Plan at December 31, 1994 are
reflected in the accompanying financial statements. Systematics and the employer
companies for each of the CPN Plan, the HWC Plan, the CPI Plan, and the TDS Plan
(referred to collectively as the "Sponsoring Companies") are wholly-owned
subsidiaries of ALLTEL Corporation ("ALLTEL"). Effective with this merger, the
general provisions of the ALLTEL Plan will govern with respect to the interests
of the 401(k) Plan participants, to the extent not inconsistent with any
provision of the 401(k) Plan that may not be eliminated under Section 411(d)(6)
of the Internal Revenue Code.
Administration
The Plan is administered by the ALLTEL Corporation Pension and Benefits
Committee (the ("Administrative Committee") appointed by
ALLTEL's Board of Directors.
Participation
The Plan is designed as a savings plan to assist employees in planning for
retirement. All full-time employees of the Sponsoring Companies are eligible to
participate in the Plan after attaining the age of 21.
20
<PAGE>
-2-
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
Plan Contributions
Each year, participants may contribute up to 10% of their pretax annual
compensation, as defined in the Plan agreement. The Sponsoring Companies
contribute 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 Sponsoring
Companies, at their discretion, may make additional matching contributions over
and above the required 25%. Effective October 31, 1994, the Plan was amended and
restated to allow any eligible employee who was a participant in a plan
qualified under Section 401 of the Internal Revenue Code (the "Code") and who
receives a cash distribution from such plan to make a rollover contribution to
the Plan if he or she is entitled under Section 402 (c)(1) or Section 408
(d)(3)(A) of the Code to rollover such distribution to another qualified
retirement plan.
Vesting and Benefits
Participants are fully vested in all employee contributions and accumulated
earnings. Participants are fully vested in the Sponsoring Companies'
contributions when the contributions are funded. Participants may elect upon
termination of employment to defer payment of their account balance if it
exceeds $3,500. The Plan's obligation for the undistributed net assets of former
employees approximated $5,074,000 and $3,672,000 as of December 31, 1994 and
1993, respectively. These amounts are recorded as liabilities in the Plan's Form
5500; however, these amounts are not recorded as a liability in the accompanying
financial statements, which is in accordance with generally accepted accounting
principles.
Trustee
Effective January 1, 1993, ALLTEL's Board of Directors appointed NationsBank of
Texas, N.A. as trustee (the "Trustee").
Benefit Payments
Participants or their estate, as applicable, are entitled to receive the vested
balance of their Plan account when they retire at age 65 or later, with ten or
more years of service, if they become permanently disabled, upon death or upon
separation from service with the Sponsoring Companies. Participants may withdraw
funds, with the approval of the Administrative Committee, from their Plan
account for "hardship" reasons as defined by the Internal Revenue Service (the
"IRS").
Expenses
Traditionally, administrative fees have been paid by ALLTEL and therefore, were
not reflected in the Plan's financial statements. In 1994, $14,170 of interest
earned on contributions prior to being allocated to participants' accounts was
used to pay some of the administrative fees of the Plan. On December 31, 1994, a
payable for administrative expenses in the amount of $92,964 was transferred
from the TDS Plan to the Plan.
21
<PAGE>
-3-
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):
Plan Amendment or Termination
The Administrative Committee 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 IRS.
Income Taxes
The Plan has received a favorable determination letter from the IRS dated
June 4, 1992, which states the Plan is "qualified" for the purposes of Section
401 of the Code. The Plan, inclusive of all amendments, was submitted to the IRS
on December 30, 1994 for a favorable determination letter. It is the opinion of
the Administrative Committee that a favorable determination letter will be
received.
2. INVESTMENTS:
Prior to December 31, 1994, participants had directed their contributions among
seventeen investment options, and were allowed to change their investment
elections subject to certain restrictions imposed by the funds and the Plan. A
brief description of each investment option is provided below:
Federated Money Market Fund - Automated Government Money Trust -
Contributions to this fund are principally invested in short-term United
States Treasury obligations.
Federated Stock and Bond Fund - Contributions to this fund are invested in
Class A shares of an open-end, diversified management investment company.
Federated Capital Preservation Fund - Contributions to this fund are
invested primarily in guaranteed investment contracts.
Federated Stock Trust - Contributions to this fund are principally invested
in common stocks of high quality companies.
Federated Growth Trust - 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.
Fidelity Magellan Fund - This fund seeks long-term capital appreciation
through investment in common stocks and convertible securities of U.S. and
foreign companies. The fund diversifies investments among a variety of
industries and sectors within the market.
22
<PAGE>
-4-
2. INVESTMENTS (Continued):
Fidelity Retirement Government Money Market Fund - This fund seeks as high a
level of current income as possible while also ensuring the preservation of
capital and liquidity. The fund invests in obligations issued or guaranteed
as to principal and interest by the U.S. government and its agencies.
Fidelity Managed Income Portfolio - This fund seeks preservation of capital
and a competitive level of income over time. The fund purchases high quality
investment contracts with variable and fixed rates that have maturities
between one and seven years. The fund also invests in money market
instruments for liquidity.
Fidelity U.S. Equity Index Portfolio - This fund attempts to duplicate the
composition and total return of the S&P 500 Index through investment in the
common stocks of the 500 companies making up the Index.
Fidelity Equity Income Fund - This fund seeks reasonable income by investing
primarily in income-producing equity securities. The fund invests in common
and preferred stocks (approximately 80% of its portfolio) and debt
securities (approximately 20% of its portfolio) whose yields exceed the
composite yield of the S&P 500, have rising or above-average dividends or
share potential for future dividend growth.
Fidelity GNMA Portfolio - This fund seeks a high level of current income.
Investments include primarily mortgage-backed securities issued by GNMA (at
least 65% of its portfolio), U.S. Treasury obligations, and repurchase
agreements involving those obligations.
ALLTEL Corporation Common Stock Fund - Contributions to this fund are used
to purchase shares of ALLTEL Corporation common stock in the open market.
NationsBank Real Estate Collective Fund - The assets of this fund consist of
cash and investments.
Metropolitan Life Insurance Company Guaranteed Income Fund - This fund
consists primarily of two group annuity insurance contracts with
Metropolitan Life Insurance Company and Massachusetts Mutual Life Insurance
Company and investments made in the Bankers Trust Pyramid Open-End
Government Investment Contract Fund, a commingled common trust fund.
INVESCO Total Return Fund - Assets in this fund are invested by INVESCO
portfolio managers in a mix of common stocks, fixed and variable rate U.S.
government and corporate bonds.
INVESCO Industrial Income Fund - Assets in this fund are invested by INVESCO
portfolio managers in dividend-paying common stocks, convertible bonds,
preferred stocks, and fixed income securities of domestic industrial
companies.
23
<PAGE>
-5-
2. INVESTMENTS (Continued):
Kemper Money Market Fund - Contributions to this fund are used to invest in
money market securities.
Effective January 1, 1995, the Plan's investment options were changed to include
various new options, as well as, exclude certain options which existed at
December 31, 1994. In conjunction with this change, Plan participants will make
new investment elections which will be effective in 1995.
3. NOTES RECEIVABLE FROM PLAN PARTICIPANTS:
Notes receivable represent loans to participants of the Plan. Participants can
borrow from the Plan amounts not to exceed 50% of the participant's 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 Administrative Committee upon execution of the loan. At
December 31, 1994 and 1993, these loans had interest rates ranging from 7.00% to
10.75% and 7.00% to 11.75%, respectively.
4. EMPLOYER CONTRIBUTION:
As a result of the mergers discussed in Note 1 certain of the contributions from
the Sponsoring Companies had not been allocated among the Plan's funds as of
December 31, 1994. These allocations were postponed because, as discussed in
Note 2, participants from each of the merged plans were able to allocate their
contributions among the various new investment options offered subsequent to the
merger. These allocations will be finalized and reflected in the Plan's
financial statements in 1995.
5. RECEIVABLE FROM INVESCO:
Included in the assets transferred from the TDS Plan as of December 31, 1994,
was a receivable in the amount of $8,163,119 from INVESCO which represented the
proceeds from the sale of certain investment funds which had not been received
as of that date.
24
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
ALLTEL CORPORATION THRIFT PLAN
SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 1994
Market
Issuer Description Shares Cost Value
<S> <C> <C> <C> <C>
Federated Money Market Fund - Automated
Government Money Trust 14,046,956 $14,046,956 $14,046,956
Federated Stock and Bond Fund 927,777 14,523,334 14,603,385
Federated Capital Preservation Fund 1,422,934 14,229,336 14,229,336
Federated Stock Trust 674,912 16,182,383 16,319,354
Federated Growth Trust 486,054 10,554,063 9,701,642
Fidelity Magellan Fund 227,213 14,684,120 15,177,799
Fidelity Retirement Government Money
Market Fund 2,024,689 2,023,689 2,024,689
Fidelity Managed Income Portfolio 1,470,681 1,470,681 1,470,681
Fidelity U.S. Equity Index Portfolio 79,733 1,263,581 1,348,286
Fidelity Equity Income Fund 81,783 2,505,129 2,510,742
Fidelity GNMA Portfolio 61,828 654,134 617,658
ALLTEL Corporation ALLTEL Corporation Common
Stock Fund 996,995 12,169,302 29,130,720
NationsBank Real Estate Collective Fund 14 13,772 1,418
Metropolitan Life
Insurance Company Guaranteed Income Fund 10,307,813 10,307,813 10,307,812
INVESCO Total Return Fund 6,255 6,255 6,255
INVESCO Industrial Income Fund 5,000 5,000 5,000
Worthen National Bank Kemper Money Market Fund 422,818 422,898 422,898
Total investments $115,062,446 $131,924,631
</TABLE>
25
<PAGE>
SCHEDULE II
ALLTEL CORPORATION THRIFT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Purchases
Identity of Number of Purchase
Party Involved Nature of Transaction Transactions Price
Federated Purchase of Money Market Fund - 126 $3,248,926
Automated Government
Money Trust Shares
Federated Purchase of Federated Stock and 111 3,244,003
Bond Fund Shares
Federated Purchase of Federated Capital 168 3,385,152
Preservation Fund Shares
Federated Purchase of Federated Stock 192 4,177,801
Trust Shares
Federated Purchase of Federated Growth 156 3,677,202
Trust Shares
26
<PAGE>
EXHIBIT 99 (c)
FORM 11-K INFORMATION FOR THE
COMPUTER POWER, INC. RETIREMENT SAVINGS PLAN
AS OF DECEMBER 31, 1994 AND 1993
AND FOR THE YEAR ENDED DECEMBER 31, 1994
27
<PAGE>
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 99(c) to
this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Plan Benefits as
of December 31, 1994 and 1993.
3. Statements of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1994.
4. Notes to Financial Statements as of December 31, 1994.
5. Schedule of Reportable Transactions for the year ended
December 31, 1994
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
28
<PAGE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
29
<PAGE>
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 the plan
benefits of the Computer Power, Inc. Retirement Savings Plan (the "Plan") as of
December 31, 1994 and 1993 and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1994. These
financial statements and the schedule referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and 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 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, 1994 and 1993 and the changes in net assets available for plan
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the financial statements, effective December 31, 1994,
the Plan was merged into the ALLTEL Corporation Thrift Plan.
Our audits were performed 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 the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor Rules and Regulations
30
<PAGE>
- 2 -
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The Fund Information in the statement of net assets available for
plan benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedule has been
subjected to the auditing procedures applied in the audits 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.
/s/ Arthur Andersen LLP
Jacksonville, Florida
March 31, 1995
31
<PAGE>
<TABLE>
<CAPTION>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
Fidelity Funds
Retirement
December 31 Employer Government Managed U.S. Equity GNMA
1994 Stock Magellan Money Market Income Equity Index Income Portfolio Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair
market value:
Cash equivalent fund $0 $0 $0 $1,551,517 $0 $0 $0 $0 $0 $1,551,517
Managed income portfolio 0 0 0 0 988,644 0 0 0 0 988,644
Bond fund 0 0 0 0 0 0 0 579,413 0 579,413
Common stocks 0 7,052,260 11,731,375 0 0 1,301,519 1,447,055 0 0 21,532,209
Participant loans 0 0 0 0 0 0 0 0 1,843,394 1,843,394
Total Investments 0 7,052,260 11,731,375 1,551,517 988,644 1,301,519 1,447,055 579,413 1,843,394 26,495,177
Receivables:
Employer contributions 0 0 1,788,126 277,004 126,128 182,436 238,042 101,828 0 2,713,564
Employee contributions 0 0 31,689 3,226 2,053 4,111 6,501 2,128 0 49,708
Dividends 0 103,571 0 0 0 0 0 0 0 103,571
Total Receivables 0 103,571 1,819,815 280,230 128,181 186,547 244,543 103,956 0 2,866,843
Net assets available
for plan benefits $0 $7,155,831 $13,551,190 $1,831,747 $1,116,825 $1,488,066 $1,691,598 $683,369 $1,843,394 $29,362,020
<FN>
The accompanying notes are an integral part of this financial statement
32
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Fidelity Funds
Retirement
Employer Government Managed U.S. Equity GNMA
Stock Magellan Money Market Income Equity Inde Income Portfolio Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer contributions $0 $0 $0 $0 $0 $0 $0 $3,461,934 $3,461,934
Employee contributions 2,634 1,073,706 109,931 80,203 131,351 221,193 72,553 16,015 1,707,586
Rollover contributions 1,289,353 1,852,363 217,545 249,546 194,600 240,279 73,201 0 4,116,887
Total Contributions 1,291,987 2,926,069 327,476 329,749 325,951 461,472 145,754 3,477,949 9,286,407
Investment and other income:
Realized depreciation in
fair value ofinvestments (52,652) (65,800) 0 0 (10,970) (5,630) (11,170) 0 (146,222)
Unrealized appreciation
(depreciation)in fair
value of investments 271,872 (703,417) 0 0 (26,144) (198,759) (39,694) 0 (696,142)
Investment interest income 0 0 71,230 68,745 0 0 37,504 0 177,479
Dividend income 223,081 500,363 0 0 45,791 195,029 0 0 964,264
Loan interest income 0 0 0 0 0 0 0 139,624 139,624
Total Investment and
Other Income 442,301 (268,854) 71,230 68,745 8,677 (9,360) (13,360) 139,624 439,003
Total Additions 1,734,288 2,657,215 398,706 398,494 334,628 452,112 132,394 3,617,573 9,725,410
DEDUCTIONS:
Benefits paid to participants 516,478 894,072 105,816 99,685 81,683 132,835 85,144 81,892 1,997,605
Administrative expenses 0 0 19,726 0 0 0 0 10,564 30,290
Total Deductions 516,478 894,072 125,542 99,685 81,683 132,835 85,144 92,456 2,027,895
Transfers between funds (502,248) (136,534) (80,222) 55,047 (392,725) 499,867 (112,961) 669,776 0
Transfer to ALLTEL
Corporation Thrift Plan (7,871,393) (15,177,799)(2,024,689) (1,470,681)(1,348,286) (2,510,742) (617,658)(6,038,287) (37,059,535)
Total Transfers (8,373,641) (15,314,333)(2,104,911) (1,415,634)(1,741,011) (2,010,875) (730,619)(5,368,511) (37,059,535)
Net decrease (7,155,831) (13,551,190)(1,831,747) (1,116,825)(1,488,066) (1,691,598) (683,369)(1,843,394) (29,362,020)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of the year 7,155,831 13,551,190 1,831,747 1,116,825 1,488,066 1,691,598 683,369 1,843,394 29,362,020
End of the year $0 $0 $0 $0 $0 $0 $0 $0 $0
<FN>
The accompanying notes are an integral part of this financial statement
33
</FN>
</TABLE>
<PAGE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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. Prior to the merger discussed below, the Plan was a defined
contribution plan, was designed to comply with the provisions of Sections 401(a)
and 401(k) of the Internal Revenue Code (the "Code") and was subject to the
applicable provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The plan was administered by the Employer and the recordkeeping was
performed by Fidelity Institutional Operations Company. NationsBank served as
the trustee of the Plan.
The Plan was subject to the decisions of the Board of Directors of the Employer
who could 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.
Merger:
Effective December 31, 1994, the Plan was merged into the ALLTEL Corporation
Thrift Plan (the "ALLTEL Plan"). The ALLTEL Plan is a qualified plan intended to
satisfy the requirement of Section 401(a) of the Internal Revenue Code.
Participation:
Employees who have attained the age of 21 and have completed one year of service
were eligible to participate in the Plan.
Contributions:
Employer contributions were accrued based on amounts due participants according
to the provisions of the Plan. These contributions were based on actual
compensation paid during the calendar year. Employer contributions were funded
directly based on a percentage of gross compensation as determined yearly by the
Board of Directors. The Employer contributions for 1994 and 1993 were calculated
at 10% of eligible compensation. The Employer could elect to make contributions
to the Plan of up to 10%. In addition, participants could elect to make salary
reduction contributions of up to 10% of their gross compensation. Total
contributions were subject to various IRS regulations.
As a result of the merger, discussed above, the employer contributions for the
year ended December 31, 1994 had not been allocated among the various investment
funds as of that date. Accordingly, the 1994 employer contribution has been
included in the "Other" column in the accompanying statement of changes in net
assets available for plan benefits. During 1995 these contributions will be
allocated among the various investment funds offered by the ALLTEL Plan.
Participant Accounts:
Each participant's account was credited with the participant's contributions,
employer contributions and an allocation of Plan earnings.
Vesting:
All contributions, both employer and employee, were 100 percent vested when
funded.
34
<PAGE>
Withdrawals and Payment of Benefits:
Withdrawals and payments of benefits were made from the participant's account as
of the applicable valuation date. Benefits were payable upon retirement, death
or other termination of employment. Certain in-service benefit withdrawals were
also permitted. However, withdrawals prior to age 59 1/2 could be made only for
"hardship" reasons as defined by the IRS.
Participant Loans:
Participants could 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 were secured by the participant's
account balance. The interest rate in effect on the loan application date was
used to calculate scheduled loan repayments which are made through payroll
deductions. Loans could be repaid in full at any time without penalty.
Basis of Accounting:
The accounts of the Plan were maintained on the accrual basis of accounting. The
financial statements and supplementary schedules have been prepared to satisfy
the reporting and disclosure requirements of ERISA.
Investments:
All investments at December 31, 1993 were reported at fair market value as
determined by quoted market prices. Purchases and sales of securities were
recorded on the trade date of the related transactions.
Dividend and interest income was recorded as earned.
Participants could direct their contributions to seven investment options.
Participants could change their investment elections subject to certain
restrictions imposed by the funds and the Plan. A brief description of each
investment option is provided below:
o ALLTEL Corporation Common Stock
o Fidelity Magellan Fund
This fund seeks long-term capital appreciation through investment in common
stocks and convertible securities of U.S. and foreign companies. The fund
diversifies investments among a variety of industries and sectors within
the market.
o Fidelity Retirement Government Money Market Fund
This fund seeks as high a level of current income as possible while also
ensuring the preservation of capital and liquidity. The fund invests in
obligations issued or guaranteed as to principal and interest by the U.S.
government and its agencies.
o Fidelity Managed Income Portfolio
This fund seeks preservation of capital and a competitive level of income
over time. The fund purchases high quality, short- and long-term investment
contracts with variable and fixed rates that have maturities between one
and seven years. The fund also invests in money market instruments for
liquidity.
Page 2
35
<PAGE>
o Fidelity U.S. Equity Index Portfolio
This fund seeks investment results that correspond to the total return
performance of the U.S. publicly traded common stocks. The fund attempts to
duplicate the composition and total return of the S&P 500 Index through
investment in the common stocks of the 500 companies making up the S&P 500
Index.
o Fidelity Equity Income Fund
This fund seeks reasonable income by investing primarily in
income-producing equity securities. The fund invests in common and
preferred stocks (approximately 80% of its portfolio) and debt securities
(approximately 20% of its portfolio) whose yields exceed the composite
yield of the S&P 500 or those securities with rising dividends, those that
pay above-average dividends, and those with possible future dividend
growth.
o Fidelity GNMA Portfolio
This fund seeks a high level of current income. The fund invests primarily
in mortgage-backed securities issued by GNMA (at least 65% of assets) and
other obligations guaranteed as to the timely payment of principal and
interest by the U.S. government such as T-Bonds, notes and bills, and in
repurchase agreements involving those obligations.
NOTE 2 - PLAN ADMINISTRATION AND EXPENSES
Administration of the Plan was provided by the Employer. The Employer did not
allocate to the Plan any of the internal costs of administering the Plan. At its
discretion, the Employer could pay reasonable expenses of the Plan.
NOTE 3 - INVESTMENTS
Fidelity Institutional Operations Company, the Plan recordkeeper and custodian,
held the Plan's investments and executed transactions therein.
The fair market value of individual assets that represented 5% or more of the
Plan's net assets as of December 31, 1993 are as follows:
1993
ALLTEL Corporation Common Stock $7,052,260
Participant Loans 1,843,394
Fidelity Magellan Fund 11,731,375
Fidelity Retirement Government Money Market Fund 1,551,517
NOTE 4 - FEDERAL INCOME TAXES
The Plan had obtained a favorable tax determination letter from the IRS stating
that the Plan was qualified under section 401(a) of the Code and was exempt
under section 501(a) of the Code. The Employer believes that the Plan continued
to maintain its qualified status and continued to be tax exempt through the date
of the merger described in Note 1.
Page 3
36
<PAGE>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
37
<PAGE>
<TABLE>
<CAPTION>
COMPUTER POWER, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
Plan #001 Form 5500
EIN 59-2721056 Item 27(d)
Purchases Sales
Number Number Cost Gain or
of Purchase of Sales of (Loss) on
Description of Assets Transactions Price Transactions Price Asset Sales
<S> <C> <C> <C> <C> <C> <C>
* ALLTEL Corporation Common Stock 24 $1,380,679 10 $842,979 $347,260 $495,719
* Fidelity Magellan Fund 120 6,459,517 67 2,243,876 2,095,389 148,487
* Fidelity Retirement Government
Money Market Fund 127 867,624 58 375,247 375,247 0
* Fidelity Managed Income Portfolio 114 698,697 32 214,660 214,660 0
* Fidelity U.S. Equity Index Portfolio 87 624,533 47 540,652 500,224 40,428
* Fidelity Equity Income Fund 110 1,539,179 43 271,103 246,044 25,059
Fidelity GNMA Portfolio 124 358,952 48 269,843 279,139 (9,296)
<FN>
* Represents party-in-interest transactions.
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
38
<PAGE>
EXHIBIT 99 (d)
FORM 11-K INFORMATION FOR THE CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
39
<PAGE>
REQUIRED INFORMATION
The CP National Corporation Incentive Thrift 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 99(d) to
this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Plan Benefits as
of December 31, 1994 and 1993.
3. Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1994 and 1993.
4. Notes to Financial Statements as of December 31, 1994
and 1993.
5. Schedule of Reportable Transactions for the year ended
December 31, 1994
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
40
<PAGE>
EXHIBIT 99 (d)
FORM 11-K INFORMATION FOR THE CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
41
<PAGE>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
for the years ended December 31, 1994 and 1993
Together with Report of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative 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, 1994 and 1993, and the related statements of changes in
net assets available for plan benefits for the years ended December 31,
1994 and 1993. 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, 1994 and 1993, and the changes in
net assets available for plan benefits for the years ended December 31,
1994 and 1993, 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.
/s/ Arthur Andersen LLP
Little Rock, Arkansas,
April 12, 1995.
42
<PAGE>
<TABLE>
<CAPTION>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1994 and 1993
December 31, December 31, 1993
1994 FEDERATED
STOCK & ALLTEL
AGM GROWTH BOND STOCK GIC STOCK TOTAL
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Notes 1 and 4):
Federated Money Market Fund -
Automated Government Money Trust
(768,128 shares, cost $768,128 in 1993) $ - $768,128 $ - $ - $ - $ - $ - $ 768,128
Federated Growth Trust
(11,278 shares, cost $300,333 in 1993) - - 271,454 - - - - 271,454
Federated Stock & Bond Fund, Inc.
(17,772 shares, cost $234,871 in 1993) - - - 296,606 - - - 296,606
Federated Stock Trust
(16,596 shares, cost $394,091 in 1993) - - - - 422,379 - - 422,379
Federated Capital Preservation Fund -
FKA Federated GIC
(19,009 shares, cost $190,093 in 1993) - - - - - 190,093 - 190,093
ALLTEL Corporation Common Stock Fund
(660,083 shares, cost $7,092,170 in 1993) - - - - - - 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
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
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
2
43
<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, 1994
F E D E R A T E D
STOCK & ALLTEL
AGM GROWTH BOND STOCK GIC STOCK TOTAL
ADDITIONS
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 27,570 $ 3,091 $ 11,300 $ 7,302 $ 14,183 $ 569,055 $ 632,501
Interest & other income 47 8,835 36 10,979 28 721 20,646
Total investment income 27,617 11,926 11,336 18,281 14,211 569,776 653,147
Net loss realized on disposition
of investments - (3,442) (2,496) (849) - (55,705) (62,492)
Net unrealized appreciation
(depreciation)in the fair
value of investments - (46,640) (14,503) (20,523) - 494,774 413,108
Transfers, net 2,139 46,993 (3,530) 6,328 150,743 (202,673) -
Total additions 29,756 8,837 (9,193) 3,237 164,954 806,172 1,003,763
DEDUCTIONS
Distributions and withdrawals 56,783 16,186 2,674 26,844 27,045 1,477,903 1,607,435
Transfer of funds due to plan
merger (Note 1) 742,867 270,170 284,746 411,748 328,792 18,960,430 20,998,753
Total deductions 799,650 286,356 287,420 438,592 355,837 20,438,333 22,606,188
NET ASSETS
Decrease for the year (769,894) (277,519) (296,613) (435,355) (190,883) (19,632,161) (21,602,425)
Balance, January 1 769,894 277,519 296,613 435,355 190,883 19,632,161 21,602,425
Balance, December 31 $ - $ - $ - $ - $ - $ - $ -
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
3
44
<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>
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, net - - - (1,196) (386) 9,327 24 (9,287) 1,518 -
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 2,381,378
Liquidation of funds 17,195,747 1,026,101 1,302,948 - - - - - - 19,524,796
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
<FN>
The accompanying notes are an integral part of these financial statements.
4
</FN>
</TABLE>
45
<PAGE>
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. PLAN MERGER
Effective December 31, 1994, the CP National Corporation Incentive Thrift
Savings Plan (the "Plan") was merged with and into the ALLTEL Corporation
Thrift Plan (the "ALLTEL Plan"). As a result, Plan assets of $20,998,753 were
transferred to the ALLTEL Plan as of that date. Effective with this merger,
the general provisions of the ALLTEL Plan will govern with respect to the
interests of the Plan participants, to the extent not inconsistent with any
provision of the Plan that may not be eliminated under Section 411(d)(6) of
the Internal Revenue Code. Prior to the merger, the Plan benefits were as
stated in Note 2.
2. PLAN DESCRIPTION
General
The Plan is a defined contribution plan administered by the ALLTEL
Corporation Pension and Benefits Committee (the "Administrative Committee").
CP National Corporation (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. NationsBank
of Texas, N.A. became the trustee of the Plan beginning January 1, 1993.
Eligibility
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. As of August 1, 1992, all
active participation in the Plan ceased.
Vesting
In connection with the sale of assets of OTI, pursuant to the provisions of
the Plan, the Administrative 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, 1994, 210 participants, which are no longer employees of
the Company, had account balances totaling approximately $7,671,957 which
were 100% vested.
5
46
<PAGE>
2. PLAN DESCRIPTION (continued)
Contributions
Beginning August 1, 1992, with the cessation of active participation of OTI
employees, no more contributions, employee or employer, are being made to the
Plan.
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.
Until July 31, 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 earnings.
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.
3. 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.
6
47
<PAGE>
4. 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
Equity 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: Federated Money Market Fund - Automated Government Money
Trust, Federated Growth Trust, Federated Stock & Bond Fund, Inc., Federated
Stock Trust, Federated Capital Preservation Fund - FKA Federated GIC, and the
ALLTEL Corporation Common 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 Federated
Money Market Fund - Automated Government Money Trust and all Common Stock
Fund holdings were invested in the ALLTEL Corporation Common Stock Fund. All
of the investment funds managed by Federated Securities Corporation are
no-load mutual funds. A description of each of the investment funds is as
follows:
Federated Money Market Fund - Automated Government Money Trust
("AGM"). Contributions to this fund are principally invested in short-term
United States Treasury obligations.
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.
Federated Stock & Bond Fund, Inc. ("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.
Federated Stock Trust ("STOCK"). Contributions to this fund
are principally invested in common stocks of high quality
companies.
Federated Capital Preservation Fund - FKA Federated GIC ("GIC").
Contributions to this fund are invested primarily in guaranteed investment
contracts.
ALLTEL Corporation Common Stock Fund ("ALLTEL STOCK"). Contributions
to this fund are 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.
7
48
<PAGE>
4. INVESTMENTS (continued)
In 1992, Plan participants could elect to invest their contributions in any
of the following funds:
The Common Stock Fund ("COMMON STOCK"). Contributions to this 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 Short-Term Investment 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 Equity Fund ("EQUITY"). Contributions to this fund were
principally invested in the Evergreen Total Return Fund, a no-load mutual
fund.
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 1994 and 1993.
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 had not been previously filed with the
IRS. The Plan, inclusive of all amendments, was submitted to the IRS on
December 31, 1994 for a favorable determination letter. It is the opinion of
the Administrative Committee that a favorable determination letter will be
received.
8
49
<PAGE>
7. PLAN AMENDMENTS
During 1994, the following amendments to the January 1, 1987 Restatement Plan
agreement were adopted:
Amendment No. 8 - Amended the Plan by allowing participants to reallocate a
portion of his/her account balances previously invested in the ALLTEL
Corporation Common Stock Fund to any of the other investment funds holding
Plan assets, subject to certain conditions and limitations as specified by
the Administrative Committee.
Amendment No. 9 - Amended the Plan by limiting the amount of base earnings
that were eligible for contribution to the Plan prior to the cessation of all
Plan contributions, allowing participants to have distributions paid directly
into another eligible retirement plan as a direct rollover, and providing for
the merger of the Plan into the ALLTEL Plan.
9
50
<PAGE>
SCHEDULE I
CP NATIONAL CORPORATION
INCENTIVE THRIFT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
Purchases Sales
Description of Number of Number of Sales Cost of Net
Assets Transactions Purchases Transactions Price Assets Gain/(Loss)
-NONE-
51
