UNITED STATES
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 OF 1934
Commission file number 1-4996
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ALLTEL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 34-0868285
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 905-8000
------------------------------
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
February 29, 2000 - $18,281,386,792
--------------------------
Common shares outstanding, February 29, 2000 - 315,196,324
------------------
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
- -------- -----------------
Proxy statement for the 2000 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 1999 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
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(Registrant)
/s/ Jeffery R. Gardner
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Jeffery R. Gardner
Senior Vice President - Chief Financial Officer
April 28, 2000
<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
- ---------------
(23)(a) Consent of Arthur Andersen LLP (filed herewith).
(99)(a) Form 11-K information for the ALLTEL Corporation Thrift Plan as
of December 31, 1999 and 1998 and for the year ended December 31,
1999 (filed herewith).
(99)(b) Form 11-K information for the 360 Communications Company
Retirement Savings Plan as of August 1, 1999 and December 31, 1998
and for the period January 1, 1999 to August 1, 1999 (filed
herewith).
2
EXHIBIT 23(a)
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
(Registration No's. 333-68243, 333-76485, 333-85395, 2-99523, 33-35343,
33-48476, 33-54175, 33-56291, 33-65199, 333-88907, 333-88923 and 333-90167)
of our report dated April 24, 2000, on our audit of the financial statements of
the ALLTEL Corporation Thrift Plan as of December 31, 1999 and 1998 and for the
year ended December 31, 1999 and our report dated November 19, 1999, on our
audit of the 360 Retirement Savings Plan as of August 1, 1999 and
December 31, 1998 and for the period January 1, 1999 to August 1, 1999, which
reports are incorporated by reference in this Amendment No. 1 to the 1999
ALLTEL Corporation Annual Report on Form 10-K.
/s/ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 28, 2000.
3
EXHIBIT 99(a)
FORM 11-K INFORMATION FOR THE
ALLTEL CORPORATION THRIFT PLAN
AS OF DECEMBER 31, 1999 AND 1998
AND FOR THE YEAR ENDED DECEMBER 31, 1999
<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(a)
to this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Benefits as of December 31,
1999 and 1998
3. Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 1999
4. Notes to Financial Statements and Supplemental Schedule as of
December 31, 1999 and 1998
5. Schedule of Assets Held for Investment Purposes as of
December 31, 1999
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23(a) to this
Report.
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
As of December 31, 1999 and 1998
TOGETHER WITH AUDITORS' REPORT
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
As of December 31, 1999 and 1998
Report of Independent Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999 3
Notes to Financial Statements and Supplemental Schedule 4 - 11
Supplemental Schedule:
Schedule I: Line 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1999 12
<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 (the "Plan") as of December 31, 1999 and
1998, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1999. These financial statements and the
schedule referred to below are the responsibility of ALLTEL Corporation in its
capacity as administrator of the Plan (the "Administrator"). Our responsibility
is to express an opinion on these financial statements and the accompanying
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Administrator, 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 Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule of Assets Held for
Investment Purposes 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's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's
administrator. 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
Little Rock, Arkansas,
April 24, 2000.
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1999 1998
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ASSETS:
Investments, at fair value (Schedule I and Note 3):
ALLTEL Corporation Common Stock $116,371,493 $ 48,835,291
Mutual Investment Funds 347,964,657 244,802,367
Money Market Funds 58,485,502 38,530,924
Participant Loans 10,060,181 4,839,385
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Total investments 532,881,833 $337,007,967
------------ ------------
Receivables:
Employer's contribution 14,518,727 11,188,514
Accrued interest and dividends 710,309 245,906
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Total receivables 15,229,036 11,434,420
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Total assets 548,110,869 348,442,387
LIABILITIES:
Due to broker 1,720,978 269,423
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NET ASSETS AVAILABLE FOR BENEFITS $546,389,891 $348,172,964
============ ============
The accompanying notes are an integral part of these statements.
2
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 1999
ADDITIONS:
Investment income:
Dividend income $ 19,901,787
Interest income 2,946,753
Net appreciation in fair value of investments 54,981,245
------------
Total investment income 77,829,785
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Contributions:
Employer 14,518,727
Employee 42,724,997
Employee rollovers 2,390,802
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Total contributions 59,634,526
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Transfer from other plan (Note 1) 94,512,304
------------
Total additions 231,976,615
------------
DEDUCTIONS:
Benefit payments and withdrawals 33,759,688
------------
Total deductions 33,759,688
------------
Net increase 198,216,927
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 348,172,964
------------
End of year $546,389,891
============
The accompanying notes are an integral part of this statement.
3
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
1. PLAN MERGER
Effective August 1, 1999, a merger of the ALLTEL Corporation Thrift
Plan (the "Plan") and the 360 Communications Company Retirement
Savings Plan (the "360 Plan") was completed. In connection with
this merger, assets of the 360 Plan in the amount of $94,512,304 were
transferred to the Plan as of the effective date of the merger.
Effective August 1, 1999, the general provisions of the Plan govern
with respect to the interest of the 360 Plan participants to the extent
not inconsistent with any provision of the 360 Plan that may not be
eliminated under Section 411(d)(6) of the Internal Revenue Code (the
"Code").
2. PLAN DESCRIPTION
The following is a brief description of the Plan and the administration
thereof and is provided for general information purposes only.
Participants should refer to the plan document or the summary plan
description for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution employee benefit plan designed to
assist employees in planning for retirement. The Plan covers
substantially all non-bargaining employees of ALLTEL Corporation and
its subsidiaries ("ALLTEL" or the "Company"). Employees who are (1)
covered by a collective bargaining agreement, subject to certain
limitations, (2) leased by the Company or (3) nonresident aliens with
no U.S. income are not eligible to participate in the Plan.
Administration
The Plan is administered by ALLTEL (the "Administrator"). Chase
Manhattan Bank ("Chase" or the "Trustee") is the trustee of the Plan.
Plan Contributions
Each year, participants may contribute up to 14 percent of their pretax
annual compensation, as defined in the Plan document. Participant
contributions are subject to certain dollar limitations established by
the Internal Revenue Service (the "IRS"), which was $10,000 for 1999
and 1998. Employees considered "highly compensated" as defined in the
Plan document are currently limited to contributing up to 7 percent of
their pretax annual compensation. Following the end of the Plan year,
the Company will contribute 1 percent of eligible Plan compensation to
the account of every eligible participant. A participant will receive
this non-elective employer contribution regardless of whether the
participant has elected to defer any of his/her own compensation to the
Plan. To qualify for the non-elective employer contribution, a
participant must (1) have worked at least 1,000 hours during the year
for which the contribution is being made, (2) have completed one year
of service (12 consecutive months during which at least 1,000 hours are
worked) and (3) be employed by the Company on the last business day of
the year. The non-elective employer contribution will also be made to
the account of a participant who dies, becomes disabled or qualifies
for normal or early retirement during the year.
4
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
In addition to the 1 percent non-elective employer contribution,
employees of ALLTEL Information Services, Inc. (a wholly-owned
subsidiary of ALLTEL) and its subsidiaries may receive a matching
employer contribution. The amount of the match is determined each year
by the Company. In 1999, the Company provided a basic employer matching
contribution equal to 25 percent of the first 6 percent of eligible
compensation that a participant contributed to the Plan, plus an
additional matching contribution of 12 percent on salary deferrals
greater than 3 percent but less than 6 percent of eligible plan
compensation. All employer contributions are funded annually following
the Plan's year-end.
The Plan as amended and restated allows for any eligible employee who
was a participant in a plan qualified under Section 401 of the Code and
who receives a cash distribution from such plan to make a rollover
contribution to the Plan. Such rollover contributions are permitted
provided the employee is entitled under Section 402 (c)(1) or Section
408 (d)(3)(A) of the Code to rollover a distribution to another
qualified retirement plan.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants
to reflect the participant's contributions and related employer
non-elective and matching contributions, if applicable, as well as the
participant's share of the Plan's earnings and any related
administrative expenses. Allocations of the Plan's earnings and
administrative expenses, if applicable, are based upon participant
earnings or account balances. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
Vesting and Benefits
Participants are fully vested in their employee contributions,
non-elective and matching employer contributions and the accumulated
earnings thereon. Participants may elect upon termination of employment
to defer payment of their account balance if it exceeds $5,000. The
Plan's obligation for the undistributed net assets of former employees
approximated $92,958,000 and $56,941,000 as of December 31, 1999 and
1998, respectively. As of December 31, 1999 and 1998, the Plan had
19,254 and 15,086 participants with account balances, respectively.
Benefit Payments
Participants or their beneficiaries, as applicable, are entitled to
receive the vested balance of their Plan account when they retire at
age 65 or later, if they become permanently disabled, upon death or
upon separation from service with the Company. The Plan permits early
retirement between ages 55 and 65 provided that required service
levels have been met. If a participant's account balance exceeds
$5,000, participants may elect to receive the distributions in a
lump-sum payment, in installment payments or a combination of both. If
a participant's account balance is equal to or less than $5,000, the
account will be distributed in a lump-sum payment. Additionally,
participants may withdraw funds, with the approval of the
Administrator, from their Plan account for "hardship" reasons as
defined by the IRS.
5
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
Plan Termination
While it has not expressed any intention to do so, the Administrator
has the right to terminate the Plan. In the event that the Plan is
terminated, the interest of all affected participants shall be fully
vested and non-forfeitable as of the date of the Plan's termination. In
addition, each participant shall be entitled to receive the entire
amount of his account balance in cash or in assets of the Plan as the
Trustee shall determine. Participants in the Plan are entitled to
certain rights and protection under the Employee Retirement Income
Security Act of 1974 ("ERISA").
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. The financial statements and supplementary
schedule have been prepared to satisfy the reporting and disclosure
requirements of ERISA. The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires the Administrator to make estimates and assumptions
that affect the amount of assets, liabilities and disclosures of
certain contingent assets and liabilities at the date of the financial
statements and the reported amount of income and expenses during the
reporting period. The estimates and assumptions used in the
accompanying financial statements are based upon the Administrator's
evaluation of the relevant facts and circumstances as of the date of
the financial statements. Actual results may differ from those
estimates and assumptions.
Investments
During 1999, participants directed their contributions among the
following investment options and were allowed to change their
investment elections subject to certain restrictions imposed by the
funds and the Plan. Among the Plan's investment options are investment
funds managed by BZW Barclays Global Investors, N.A. ("Barclays") and
by Fidelity Investments ("Fidelity"). A brief description of each
investment option available to plan participants during 1999 is
provided below:
ALLTEL Corporation Common Stock Fund - Contributions to this fund
------------------------------------
are primarily used to purchase shares of ALLTEL common stock in
the open market. This fund also holds up to 5 percent of its
invested funds in cash or cash equivalents. The percentage
invested in cash or cash equivalents is determined by the Trustee.
A brief description of the ten investment funds managed by Barclays is
as follows:
International Equity Index Fund - This fund seeks long-term
-------------------------------
capital appreciation through investment in substantially the same
common stocks that comprise the Morgan Stanley Capital
International Europe, Australia and Far East "Free" Index (the
"EAFE Index"), an index designed to measure the aggregate
performance of the stock markets of Europe, Australia, New Zealand
and the Far East.
6
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
S&P 500 Equity Index Fund - This fund seeks long-term capital
-------------------------
appreciation through investment in substantially the same common
stocks that comprise the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index"), an index designed to measure
the aggregate performance of the U.S. market for stocks of large
capitalization.
1-3 Year Government Bond Index Fund - This fund invests in
-----------------------------------
obligations issued or guaranteed by the U.S. Government or its
agencies that have maturities ranging from one to three years.
This fund attempts to duplicate the total return of the Lehman
Brothers Aggregate 1-3 Year Government Bond Index, an index
designed to measure the aggregate performance of U.S.
Government-issued bonds with maturities greater than one year but
less than three years.
U.S. Debt Index Fund - This fund seeks long-term capital
--------------------
appreciation through investment in obligations issued or
guaranteed by the U.S. Government or its agencies, including
mortgage-backed securities and investment grade obligations issued
by domestic and certain foreign corporations with a remaining
maturity exceeding one year. This fund attempts to duplicate the
total return of the Lehman Brothers Aggregate Bond Index, an index
designed to measure the aggregate performance of the U.S. market
for investment-grade debt securities.
Money Market Fund - This fund seeks maximum current income while
-----------------
preserving capital through investment in money market instruments
including U.S. Government and agency obligations, bank obligations
including certificates of deposit, bankers' acceptances and time
deposits, and short-term commercial debt instruments such as
commercial paper, unsecured loan participations or variable rate
demand notes and repurchase agreements.
LifePath Funds - These funds consist of the LifePath 2000 Fund,
--------------
LifePath 2010 Fund, LifePath 2020 Fund, LifePath 2030 Fund and the
LifePath 2040 Fund. Each fund name contains a target investment
date and seeks to provide a balance of short-term stability and
long-term appreciation most appropriate for its target investment
date. Each fund invests in various classes of domestic and foreign
equity and debt securities and money market instruments.
Generally, the funds with longer time horizons invest more heavily
in equity securities, while funds with shorter time horizons
invest in debt securities and money market instruments.
Following is a brief description of the two investment funds managed by
Fidelity:
Equity-Income Fund - This fund seeks reasonable income by
------------------
investing in income-producing equity securities. The fund invests
in common and preferred stocks and debt securities whose yields
exceed the composite yield of the S&P 500 Index, have rising or
above-average dividends or have potential for future dividend
growth.
Magellan Fund - This fund seeks long-term capital appreciation
-------------
through investment in common stocks and convertible securities of
domestic, foreign and multinational companies.
Any excess cash in the above investment funds is automatically invested
daily by the Trustee into the Chase Cash Investment Money Market Fund,
a short-term investment fund. Assets consist mainly of corporate demand
notes, commercial paper and short-term U.S. Government securities. The
carrying value approximates fair value due to the short-term maturity
of these investments.
7
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
Investments are stated at their fair value as determined by the Trustee.
Securities traded on a national exchange are valued at their quoted market price
on the last business day of the year. Shares of mutual funds are valued at the
net asset value of shares held by the Plan at year-end. Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
The following investments represent 5 percent or more of the Plan's net
assets as of December 31:
1999 1998
------------ -----------
ALLTEL Corporation Common Stock,
1,407,365 and 816,473 shares, respectively $116,371,493 $48,835,291
Fidelity Magellan Fund,
1,140,666 and 791,884 shares, respectively 155,849,255 95,675,388
Fidelity Equity-Income Fund,
1,310,017 and 1,047,467 shares, respectively 70,059,718 58,186,801
Barclays Money Market Fund,
56,524,433 and 37,789,343 shares, respectively 56,524,433 37,789,343
Barclays S&P 500 Equity Index Fund,
2,098,111 and 1,957,826 shares, respectively 49,517,254 38,212,851
Barclays LifePath 2020 Fund,
1,197,928 shares * 18,491,212
*The Barclays LifePath 2020 Fund did not represent 5 percent or more of the
Plan's net assets at December 31, 1999.
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
ALLTEL Corporation Common Stock $24,750,608
Mutual Funds 30,230,637
-----------
Total appreciation in fair value $54,981,245
===========
Plan Expenses
As outlined in the Plan document, expenses related to the Plan's
operations are paid from Plan assets unless ALLTEL elects to pay these
expenses. ALLTEL paid all administrative expenses related to the Plan
in 1999.
8
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
4. PARTICIPANT LOANS
Participants can borrow from their account balances amounts not to
exceed 50 percent of their vested balance, up to a maximum loan amount
of $50,000. Such loans are allowed only for specific purposes and must
be repaid through payroll deductions within five years, unless used to
purchase a principal residence. Principal and interest is paid ratably
through payroll deductions over the term of the loan. If a
participant's employment terminates with an outstanding loan, the
entire loan must be repaid in full within the time prescribed by the
IRS. If the loan is not repaid on time, the unpaid portion will be
considered taxable income to the individual. Loans are secured by the
balance in the participant's account and bear interest at rates
determined by the Administrator upon execution of the loan. Interest
rates on the loans outstanding at December 31, 1999 range from 6.00
percent to 10.75 percent.
5. EMPLOYER CONTRIBUTIONS
Contributions in the amount of $14,518,727 due to the Plan from the
Company had not been funded or allocated among the Plan's funds as of
December 31, 1999. The employer's contribution receivable was funded by
the Company and allocated among the Plan's investment funds, according
to participant elections, during April 2000.
6. PLAN AMENDMENTS
During 1998, the following amendments to the Plan agreement were
adopted:
8. Provided for service crediting under the Plan to certain employees
of ALLTEL Information Services, Inc. ("ALLTEL Information
Services") who became eligible participants of the Plan pursuant
to facilities management agreements entered into during 1997.
Provided for service crediting under the Plan to certain employees
of Frontier Cellular of Alabama, Inc. who became eligible
participants of the Plan as a result of ALLTEL's acquisition of
this company.
9. Provided for the transfer of assets during 1998 from the WSFS
Financial Corporation 401(k) Savings and Retirement Plan into the
Plan. The assets are attributable to former employees of WSFS
Financial Corporation who, pursuant to an outsourcing agreement,
became employees of ALLTEL Information Services and are eligible
participants of the Plan.
10. Increased the maximum employee salary deferral contribution from
10 percent of eligible plan compensation to 14 percent, effective
for payroll periods beginning after December 19, 1998.
11. Increased the limits at which benefits can be unilaterally
distributed to participants of the Plan from $3,500 to $5,000,
effective for distributions settled after December 31, 1998.
Provided that members of certain bargaining units that were
decertified in 1998 and became participants of the Plan would be
eligible to receive the 1998 employer contribution. Provided for
service crediting under the Plan to certain employees of ALLTEL
Information Services who became eligible participants of the Plan
pursuant to facilities management agreements entered into during
1998. Provided for service crediting under the Plan to former
employees of 360 Communications Company ("360") who terminated
service with 360 prior to its merger with ALLTEL and were hired by
the Company.
9
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
During 1999, the following amendments to the Plan agreement were
adopted:
12. Provided that non-qualified deferred compensation is excluded for
purposes of determining eligible compensation under the Plan.
13. Provided for the merger of the 360 Plan with and into the
Plan, effective August 1, 1999. As of the effective date, the
general provisions of the Plan govern with respect to the interest
of the 360 Plan participants to the extent not inconsistent with
any provision of the 360 Plan that may not be eliminated under
Section 411(d)(6) of the Code.
14. Provided for service crediting under the Plan to certain employees
of Corporate Solutions International, Inc. who became eligible
participants of the Plan as a result of the acquisition of this
company by ALLTEL Information Services in 1999. Provided for
service crediting under the Plan to certain former collective
bargaining employees in the State of Georgia, who became
decertified from the collective bargaining unit effective
February 22, 1999.
15. Provided for service crediting under the Plan to certain employees
of Advanced Information Resources, Limited and Southern Data
Systems, Inc. who became eligible participants of the Plan as a
result of the acquisition of these companies by ALLTEL Information
Services during 1999. Also provided for service crediting under
the Plan to certain employees of ALLTEL Information Services who
became eligible participants of the Plan pursuant to facilities
management agreements entered into during 1999.
16. Provided for participation of collective bargaining employees in
the Plan effective January 1, 2000. As of the effective date,
collective bargaining employees may participate in the salary
deferral contribution feature of the Plan, but are not eligible to
receive either the employer matching contribution or the qualified
employer non-elective contribution.
7. TAX STATUS
The Plan has received a favorable determination letter from the IRS
dated January 10, 1997, which states that the Plan, as restated January
1, 1994 and as amended by Amendment Nos. 1 through 4, is "qualified"
for the purposes of Section 401(a) of the Code. Amendment Nos. 5
through 16 have not yet been filed with the IRS. The Administrator is
of the opinion that the Plan, as amended, is designed and operating in
accordance with applicable IRS requirements, and therefore, believes
the Plan is qualified and is tax-exempt as of the financial statement
date. Employer contributions and income of the Plan are not taxable to
the participants until withdrawals or distributions are made.
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Chase.
Since Chase is the trustee of the Plan, these transactions qualify as
party-in-interest transactions. The Plan also invests in ALLTEL's
common stock. These transactions also qualify as party-in-interest
transactions.
10
<PAGE>
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE, Continued
----
9. RECONCILIATION TO FORM 5500
As of December 31, 1999 and 1998, the Plan had pending distributions to
participants who elected to withdraw from the Plan of $1,769,203 and
$296,842 respectively. These amounts are recorded as a liability in
the Plan's Form 5500; however, these amounts are not recorded as a
liability in the accompanying statements of net assets available for
benefits in accordance with accounting principles generally accepted
in the United States.
The following table reconciles the financial statements to the Plan's
Form 5500 as filed by the Company for the plan year ended December 31,
1999:
<TABLE>
Benefits Distributions Net Assets Available for Benefits
---------------------------------
Payable to Participants 1999 1998
------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
Per financial statements $ - $33,759,688 $546,389,891 $348,172,964
Accrued benefits payable 1,769,203 1,769,203 (1,769,203) (296,842)
Reversal of prior year
benefit payments accrual - (296,842) - -
---------- ----------- ------------ ------------
Per Form 5500 $1,769,203 $35,232,049 $544,620,688 $347,876,122
========== =========== ============ ============
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Schedule I
ALLTEL CORPORATION THRIFT PLAN
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1999
Identity of Issuer, Borrower, Number of
Lessor or Similar Party Units/Shares Historical Cost Fair Value
- ------------------------------- ------------ --------------- ----------
<S> <C> <C> <C>
Mutual Investment Funds Managed by
BZW Barclays Global Investors, N.A.:
International Equity Index Fund 705,117 $ 10,658,516 $ 13,600,290
S&P 500 Equity Index Fund 2,098,011 31,864,808 49,517,254
1-3 Year Government Bond Index Fund 39,114 393,014 393,570
U.S. Debt Index Fund 927,872 12,203,807 12,953,092
LifePath 2000 Fund 182,753 2,320,791 2,456,194
LifePath 2010 Fund 354,014 4,546,155 5,541,729
LifePath 2020 Fund 1,178,885 13,735,562 20,913,417
LifePath 2030 Fund 363,476 5,338,815 7,019,440
LifePath 2040 Fund 456,943 7,102,277 9,660,698
------------ ------------
88,163,745 122,055,684
------------ ------------
Mutual Investment Funds Managed by
Fidelity Investments:
Equity-Income Fund 1,310,017 63,858,578 70,059,718
Magellan Fund 1,140,666 115,160,449 155,849,255
------------ ------------
179,019,027 225,908,973
------------ ------------
Total Mutual Investment Funds 267,182,772 347,964,657
------------ ------------
Money Market Investment Funds:
BZW Barclays Global Investors, N.A.
Money Market Fund 56,524,433 56,524,433 56,524,433
* Chase Manhattan Bank Cash Investment
Money Market Fund 1,961,069 1,961,069 1,961,069
------------ ------------
Total Money Market Funds 58,485,502 58,485,502
------------ ------------
Other Investments:
* ALLTEL Corporation Common Stock 1,407,365 72,709,921 116,371,493
* Participant Loans with interest rates
ranging from 6.00 percent to 10.75 percent - 10,060,181 10,060,181
------------ ------------
Total Investments $408,438,376 $532,881,833
============ ============
</TABLE>
* Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
12
EXHIBIT 99(b)
FORM 11-K INFORMATION FOR THE
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
AS OF AUGUST 1, 1999 AND DECEMBER 31, 1998
AND FOR THE PERIOD JANUARY 1, 1999 TO AUGUST 1, 1999
<PAGE>
REQUIRED INFORMATION
The 360 Communications Company 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(b)
to this Report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Benefits with Fund
Information as of August 1, 1999 and December 31, 1998
3. Statement of Changes in Net Assets Available for Benefits with
Fund Information for the period January 1, 1999 to August 1, 1999
4. Notes to Financial Statements and Supplemental Schedules as of
August 1, 1999 and December 31, 1998
5. Schedule of Reportable Transactions for the period January 1, 1999
to August 1, 1999
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein are being filed as Exhibit 23(a) to this
Report.
<PAGE>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
As of August 1, 1999 and December 31, 1998 and for the period
January 1, 1999 to August 1, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
As of August 1, 1999 and December 31, 1998 and
for the period January 1, 1999 to August 1, 1999
Contents
Report of Independent Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits with
Fund Information as of August 1, 1999 and December 31, 1998 2-3
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the period January 1, 1999 to August 1, 1999 4
Notes to Financial Statements and Supplemental Schedule 5-9
Supplemental Schedule:
Schedule I Line 27d - Schedule of Reportable Transactions
for the period January 1, 1999 to August 1, 1999 10
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Participants and Administrative Committee of the
360 Communications Company Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of the 360 Communications Company
Retirement Savings Plan (the "Plan") as of August 1, 1999 and
December 31, 1998, and the related statement of changes in net assets
available for benefits with fund information for the period January 1,
1999 to August 1, 1999. 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 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
with fund information of the Plan as of August 1, 1999 and December 31,
1998, and the changes in net assets available for benefits with fund
information for the period January 1, 1999 to August 1, 1999, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental 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's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is
the responsibility of the Plan's management. The Fund Information in
the statement of net assets available for benefits with fund
information and the statement of changes in net assets available for
benefits with fund information 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 and Fund Information 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.
As further discussed in Note 1 to the financial statements, the Board
of Directors of ALLTEL Corporation, the Plan's sponsor, voted on
July 22, 1999 to merge the Plan into the ALLTEL Corporation Thrift Plan
effective August 1, 1999.
Little Rock, Arkansas,
November 19, 1999.
1
<PAGE>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available For Benefits With Fund Information
As of August 1, 1999
(In thousands)
ALLTEL PIMCO
Corporation Total Return
Common Investment
Total Stock Fund(1) Fund
------ ------------- ------------
Assets:
Cash $ - $ -
Receivables:
Due from broker - -
Income -
------ ------- ------
Total receivables - -
------ ------- ------
Investments, at
fair value:
ALLTEL Corporation
common stock - -
Mutual funds - - $ -
Participant loans -
------ ------- ------
Total investments - - -
------ ------- ------
Total assets - - -
------ ------- ------
Liabilities:
Due to broker -
Accrued expenses -
------ ------- ------
Total liabilities - -
------ ------- ------
Net Assets Available
for Benefits $ - $ - $ -
====== ======= ======
See Note 1 to the Financial Statements and Supplemental Schedules
for information related to the merger.
The accompanying notes are an integral part of this statement.
2
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available For Benefits With Fund Information - continued
As of August 1, 1999
(In thousands)
Fidelity Investments
-----------------------------------------------------------------------------------------------
Equity Over the Managed
Income Magellan Counter Overseas Income Freedom Freedom Freedom Freedom Freedom Participant
Fund Fund Fund Fund Fund Income 2000 2010 2020 2030 Loans
------- -------- -------- -------- ------- ------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash
Receivables:
Due from broker
Income
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total receivables
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Investments, at
fair value:
ALLTEL Corporation
common stock
Mutual funds $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Participant loans - $ -
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total investments - - - - - - - - - - -
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total assets - - - - - - - - - - -
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Liabilities:
Due to broker -
Accrued expenses -
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total liabilities - -
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net Assets Available
for Benefits $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
<PAGE>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available For Benefits With Fund Information
As of December 31, 1998
(In thousands)
ALLTEL PIMCO
Corporation Total Return
Common Investment
Total Stock Fund(1) Fund
------- ------------- ------------
Assets:
Cash $ 851 $ 851
Receivables:
Due from broker 471 471
Income 132 132
------- ------- ------
Total receivables 603 603
------- ------- ------
Investments, at
fair value:
ALLTEL Corporation
common stock 25,420 25,420
Mutual funds 68,805 $4,192
Participant loans 4,217
------- ------- ------
Total investments 98,442 25,420 4,192
------- ------- ------
Total assets 99,896 26,874 4,192
------- ------- ------
Liabilities:
Due to broker 205 205
Accrued expenses 9 9
------- ------- ------
------- ------- ------
Total liabilities 214 214
------- ------- ------
Net Assets Available
for Benefits$ $99,682 $26,660 $4,192
======= ======= ======
See Note 1 to the Financial Statements and Supplemental Schedules for
information related to the merger.
The accompanying notes are an integral part of this statement.
3
<PAGE>
<TABLE>
<CAPTION>
360 Communications Company Retirement Savings Plan
Statement of Net Assets Available For Benefits With Fund Information - continued
As of December 31, 1998
(In thousands)
Fidelity Investments
-----------------------------------------------------------------------------------------------
Equity Over the Managed
Income Magellan Counter Overseas Income Freedom Freedom Freedom Freedom Freedom Participant
Fund Fund Fund Fund Fund Income 2000 2010 2020 2030 Loans
------- -------- -------- -------- ------- ------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash
Receivables:
Due from broker
Income
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Total receivables
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Investments, at
fair value:
ALLTEL Corporation
common stock
Mutual funds $17,666 $20,419 $6,773 $3,597 $13,557 $26 $243 $865 $782 $685
Participant loans $4,217
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Total investments 17,666 20,419 6,773 3,597 13,557 26 243 865 782 685 4,217
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Total assets 17,666 20,419 6,773 3,597 13,557 26 243 865 782 685 4,217
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Liabilities:
Due to broker
Accrued expenses
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Total liabilities
------- ------- ------ ------ ------- --- ---- ---- ---- ---- ------
Net Assets Available
for Benefits $17,666 $20,419 $6,773 $3,597 $13,557 $26 $243 $865 $782 $685 $4,217
======= ======= ====== ====== ======= === ==== ==== ==== ==== ======
</TABLE>
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
1. PLAN MERGER
On July 1, 1998, 360 Communications Company ("360" or the "Company")
completed its merger with ALLTEL Corporation ("ALLTEL") under a definitive
merger agreement entered into on March 16, 1998. Under the terms of the
merger agreement, 360 became a wholly-owned subsidiary of ALLTEL. In
connection with the merger, each outstanding share of 360 common stock was
converted into the right to receive .74 shares of ALLTEL Corporation common
stock. Accordingly, the 360 Communications Company Retirement Savings Plan
(the "Plan") was amended during 1998 to convert the Plan's investment in
360 common stock into ALLTEL Corporation common stock. In addition,
participants in the Plan became fully vested in all allocated Company
contributions as a result of the merger.
Effective August 1, 1999, the Plan was merged with and into the ALLTEL
Corporation Thrift Plan (the "ALLTEL Plan"). As a result, Plan assets of
$94,512,000 were transferred to the ALLTEL Plan as of the effective date.
Effective as of the merger date, 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 (the
"Code"). Prior to the merger, Plan benefits were as stated in Note 2. See
Note 5 for other changes in plan provisions resulting from the merger with
ALLTEL.
2. DESCRIPTION OF THE PLAN
The following brief description of the Plan provides only general
information. Participants should refer to the Plan document and the summary
plan description for more complete information.
General
The Plan is a defined contribution plan established and sponsored by
360 and is intended to qualify under Section 401(a) of the Code.
The Plan is administered by the Administrative Committee established
pursuant to the Plan.
The Plan includes a qualified cash or deferred arrangement as defined in
Section 401(k) of the Code and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Background
Prior to March 7, 1996, 360 was a subsidiary of Sprint Corporation
("Sprint"). On March 7, 1996, Sprint effected a tax-free spinoff of
360 to Sprint shareholders. Concurrent with the spinoff, a new Plan
was established by which identical investment funds were adopted and all
account balances for the Company's associates were transferred from the
Sprint Retirement Savings Plan to the Plan.
Eligibility
Elective deferrals made by associates to the Plan are voluntary.
Individuals employed by the Company for more than one year and who are not
represented by a collective bargaining unit are eligible to participate.
Regular full-time employees who have attained age 35 but not yet completed
one year of service are also eligible to participate in the Plan.
5
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
2. DESCRIPTION OF THE PLAN (continued)
Contributions
Participants can contribute up to 16% of their eligible pay to a pre-tax
account, provided total contributions to the pre-tax account did not exceed
an annual limitation of $10,000 for 1999 and 1998. The percentage that can
be contributed by participants who meet the definition of a highly
compensated employee as defined in the Code is periodically recomputed in
order to maintain compliance with the permitted disparity provisions of the
Code. The annual limitation on contributions to the pre-tax account is
established under the Code. Currently contributions are allowed only to the
pre-tax account. Subject to certain limitations and restrictions, the Plan
permits participants to make rollover contributions from other plans
qualified under Section 401(a) of the Code. The Plan, as amended December
17, 1998, suspends any contributions for compensation paid after December
30, 1998. In addition, no contribution of any rollover amount that had not
been approved by the Administrative Committee prior to January 1, 1999
shall be permitted.
The Company makes a dollar for dollar matching contribution to the Plan.
Contributions in excess of 6% of each participant's pay are not included in
this calculation of the Company contribution. Contributions are made in
cash or Company stock with a market value equal to the Company contribution
requirement. The Plan, as amended December 17, 1998, suspends any
contributions of any matching amount with respect to compensation paid
after December 30, 1998.
In 1996, the Company introduced an age-related contribution referred to as
the age-progressive contribution in the Plan. This age-related contribution
is available for eligible participants in the Plan who have attained age 25
and are employed by the Company as of the last pay period each year.
Employees not enrolled in the Plan that have completed one year of service
or are age 35 or older are still eligible for the age-progressive
contribution. If an investment election does not appear on file for
eligible participants at the time the age-progressive contribution is made,
the allocation is automatically invested in the PIMCO Total Return
Investment Fund, Inc. The Plan, as amended December 17, 1998, suspends any
age-progressive contributions for plan years beginning after December 31,
1998.
Investment Funds
Participants may direct their contributions into the ALLTEL Corporation
Common Stock Fund (360 Communications Company Common Stock Fund prior to
December 17, 1998), a Bond Fund invested in the PIMCO Total Return
Investment Fund, Inc., and any of ten funds managed by Fidelity Investments
consisting of the Equity Income Fund, Magellan Fund, Managed Income Fund,
Over the Counter Fund, Overseas Fund, Freedom Income Fund, Freedom 2000
Fund, Freedom 2010 Fund, Freedom 2020 Fund, and the Freedom 2030 Fund.
Company contributions are invested in the same investment funds as Plan
participant contributions.
Participants may redirect the funds in which their current contributions
are invested each pay period. In addition, participants may also transfer
existing balances between funds on any week day, except holidays when the
New York Stock Exchange is closed. However, certain limitations do apply in
that at no time can transfers be made directly or indirectly (within 90
days) from the Managed Income Fund to the PIMCO Total Return Investment
Fund.
6
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
2. DESCRIPTION OF THE PLAN (continued)
Vesting
Participants are 100% vested in their participant contribution accounts at
all times.
Participants have an immediate 100% vested right to their Company
contributions upon 5 or more years of continuous service with the Company.
Earlier vesting may occur, if while an employee of the Company, a
participant: (1) attains age 65, (2) incurs a permanent and total
disability, (3) dies, or (4) receives approval of the Company's Board of
Directors under certain circumstances.
Terminating participants who do not meet these vesting guidelines forfeit
the non-vested portion of the Company contribution. Such amounts are used
to offset future Company contribution requirements.
Effective September 11, 1998, participants that had not become fully vested
in the Company contribution became fully vested and the contributions
became non-forfeitable.
Withdrawals
Participants may withdraw the vested value of their account when they
retire, terminate employment with the Company, reach age 59 1/2, meet
"hardship" requirements defined in the Code, or become permanently and
totally disabled. Withdrawals may also be made from the after-tax portion
of their account and the vested portion of their Company contribution
account that has been held by the Plan for two full calendar years
following the year of contribution. These withdrawals may not be made more
often than twice per year. The minimum withdrawal is the lesser of $1,000
or 50% of the amount that may be withdrawn.
Participant Loans
Participants may borrow the lower of (1) one-half of the total value of
their vested account balance, (2) $50,000 reduced by the highest
outstanding balance of the participant's loan from the Plan during the one
year period ending on the date the loan is made, or (3) the total value of
their pre-tax account. The minimum loan is $1,000. Participants may have no
more than two loans outstanding from the Plan at a time. Amounts borrowed
by participants must be repaid within 5 years and no sooner than 6 months.
In the event that the proceeds of the loan are used to acquire a
participant's principal residence, the maximum repayment period may be as
much as 25 years. The interest rate charged on loans is set by the
Administrative Committee.
Participant Accounts
A separate account is maintained for each participant in the Plan. Each
participant's account is adjusted for (a) Company contributions made on
behalf of the participant, (b) the participant's own contributions made to
the Plan, including rollover contributions, (c) the participant's share of
any investment income (losses), (d) withdrawals, (e) loans, (f) forfeitures
of Company contributions due to the participant's withdrawal, and (g)
transfers directed by the participant from one investment fund to another.
7
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
2. DESCRIPTION OF THE PLAN (continued)
Plan Expenses
Most administrative expenses are paid for by the Company. Mutual funds
offered under the Plan incur fees related to their daily operations. These
expenses are paid out of the Plan's mutual fund assets and are reflected in
their share price or dividends; they are neither billed directly to
participants nor deducted from their accounts. Certain administrative
charges for employee loans are charged to participants with outstanding
loans.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Plan:
Valuation of Investments
Investments of the Plan are valued at fair market value except the Managed
Income Fund, which is valued at estimated fair value (contract value
representing invested principal plus accrued interest thereon). The fair
market value of the common stock and mutual funds is based on the value of
the last reported sale on the last business day of the year. Loans to
participants are valued at their principal balance.
Interest
Income from the investments is recorded as earned on an accrual basis.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from these estimates.
Withdrawals
Withdrawals, other than cash, are recorded at the fair market value of the
assets on the date of distribution.
8
<PAGE>
360 COMMUNICATIONS COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
4. INVESTMENTS
The following table presents the cost and fair value of Plan investments
that represent 5% or more of the Plan's net assets available for benefits
(in thousands):
<TABLE>
August 1, 1999 December 31, 1998
------------------------- ----------------------------
Cost Fair Value Cost Fair Value
------------------------- ----------------------------
Investments at fair value as determined by
quoted market price:
<S> <C> <C> <C> <C>
Common stock:
ALLTEL common stock $ - $ - $13,986 $25,420
Mutual funds:
Magellan Fund - - 16,165 20,419
Equity Income Fund - - 15,176 17,666
Over the Counter Fund - - 5,484 6,773
Managed Income Fund - - 13,557 13,557
PIMCO Total Return Investment Fund - - 4,229 4,192
</TABLE>
5. PLAN AMENDMENTS
In connection with the merger, the Plan was amended to reflect the
following changes:
Amendment No. 4 to the Plan transitions the Company Stock (360 common
stock) to ALLTEL common stock, par value $1.00 per share, as of
December 17, 1998.
Amendment No. 5 to the Plan allows participants in the Plan that had not
become fully vested in the Company contribution prior to September 11, 1998
to become fully vested and the contributions become non-forfeitable as of
the close of business on September 11, 1998. In addition, the amendment
provides for the funding of the contribution through forfeitures, amounts
contributed by the employers for such purpose, or if that is insufficient,
by earnings or gains to the Plan.
Amendment No. 6 to the Plan suspends the contributions and any matching
amount for any compensation paid after December 30, 1998. In addition, no
age-progressive contributions are permitted for plan years beginning
after December 31, 1998.
6. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated October 9, 1997, that the Plan and related trust are designed
in accordance with applicable sections of the Code. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan was designed
and was operated in compliance with the applicable requirements of the
Code.
7. RELATED PARTY TRANSACTIONS
Certain Plan investments were shares of mutual funds managed by Fidelity
Investments. Fidelity Investments was the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest. Fees paid
by the Plan for the investment management services amounted to $17,000 for
the period ended August 1, 1999.
9
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
SCHEDULE I
360 COMMUNICATIONS COMPANY
RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
For the period January 1, 1999 to August 1, 1999
(In thousands, except number of transactions)
<TABLE>
<CAPTION>
Fair
Number of Purchase Selling Market Realized
Description of Assets Transactions Price Price Cost Value Gain/(Loss)
- --------------------- ------------ ----- ----- ---- ----- -----------
Category (iii) = A series of transactions in excess of 5% of the fair value of
plan assets at the beginning of the year
<S> <C> <C> <C> <C> <C> <C>
*ALLTEL Corporation
Common Stock Fund 136 $1,516 $ - $ 1,516 $ 1,516 $ -
131 - 33,290 15,503 33,290 17,787
*Fidelity Magellan Fund 141 3,533 - 3,533 3,533 -
132 - 24,772 19,698 24,772 5,074
*Fidelity Equity Income Fund 132 1,334 - 1,334 1,334 -
128 - 20,374 16,510 20,374 3,864
*Fidelity Over the Counter Fund 127 933 - 933 933 -
112 - 8,877 6,417 8,877 2,460
*Fidelity Managed Income Fund 132 3,612 - 3,612 3,612 -
116 - 17,170 17,170 17,170 -
PIMCO Total Return
Investment Fund 130 490 - 490 490 -
122 - 4,510 4,719 4,510 (209)
</TABLE>
There were no category (i), (ii) or (iv) transactions during the year.
*Represents a Party-In-Interest
10
