<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
-------------
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-8606
-------------
Bell Atlantic Mobile Savings
and Profit Sharing Retirement Plan
180 Washington Valley Road, Bedminster, New Jersey 07921
-------------
Bell Atlantic Corporation
1095 Avenue of the Americas, New York, New York 10036
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE(S)
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information
as of December 31, 1998 and 1997 3-4
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1998 5
Notes to Financial Statements 6-11
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes as 12
of December 31, 1998
Item 27d - Schedule of Reportable Transactions for the year
ended December 31, 1998 13
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Bell Atlantic Mobile:
In our opinion, the accompanying statements of net assets available for benefits
of the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan (the
"Plan") as of December 31, 1998 and 1997, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1998
present fairly, in all material respects, the net assets available for benefits
of the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statement of changes in
net assets available for plan benefits is presented for the purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits for each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Pricewaterhouse Cooper LLP
New York, New York
April 23, 1999
<PAGE>
Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1998
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
S&P 500 Small Cap
Money Market Stable Value Balanced Index Index
Fund Fund Fund Fund Fund
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value $ 20,861,829 $ 3,402,979 $ 18,942,620 $ 72,675,101 $ 17,478,551
Participants' contributions receivable 88,111 16,154 98,868 369,853 109,391
Employer's contribution receivable 2,729,253 249,098 1,712,945 6,392,020 1,827,608
Loans to participants
----------------------------------------------------------------------------------------
Total assets 23,679,193 3,668,231 20,754,433 79,436,974 19,415,550
LIABILITIES:
Accrued expenses 8,412 749 39,624 70,820 46,951
----------------------------------------------------------------------------------------
Total Liabilities 8,412 749 39,624 70,820 46,951
========================================================================================
Net assets available for benefits $ 23,670,781 $ 3,667,482 $ 20,714,809 $ 79,366,154 $ 19,368,599
========================================================================================
<CAPTION>
---------------------------------------------------------------------------------------
International Bell Atlantic
Equity Index Stock Holding Loan
Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value $ 9,545,249 $ 52,005,235 $ 293,418 $ 195,204,982
Participants' contributions receivable 53,312 111,893 847,582
Employer's contribution receivable 921,045 1,786,210 15,618,179
Loans to participants $ 8,082,839 8,082,839
---------------------------------------------------------------------------------------
Total assets 10,519,606 53,903,338 293,418 8,082,839 219,753,582
LIABILITIES:
Accrued expenses 16,442 23,802 206,800
---------------------------------------------------------------------------------------
Total Liabilities 16,442 23,802 - - 206,800
=======================================================================================
Net assets available for benefits $ 10,503,164 $ 53,879,536 $ 293,418 $ 8,082,839 $ 219,546,782
=======================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1997
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
S&P 500 Small Cap
Money Market Stable Value Balanced Index Index
Fund Fund Fund Fund Fund
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value $ 18,056,653 $ 1,495,443 $ 13,193,165 $ 48,194,015 $ 15,895,379
Participants' contributions receivable 107,379 7,248 92,847 346,709 124,682
Employer's contribution receivable 2,124,765 89,229 1,153,623 4,282,724 1,460,235
Loans to participants
----------------------------------------------------------------------------------------
Total assets 20,288,797 1,591,920 14,439,635 52,823,448 17,480,296
LIABILITIES:
Accrued expenses 6,074 264 19,285 29,500 21,550
----------------------------------------------------------------------------------------
Total Liabilities 6,074 264 19,285 29,500 21,550
========================================================================================
Net assets available for benefits $ 20,282,723 $ 1,591,656 $ 14,420,350 $ 52,793,948 $ 17,458,746
========================================================================================
<CAPTION>
---------------------------------------------------------------------------------------
International Bell Atlantic
Equity Index Stock Holding Loan
Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value $ 7,007,664 $ 40,777,553 $ 114,636 $ 144,734,508
Participants' contributions receivable 58,695 737,560
Employer's contribution receivable 641,880 462,551 10,215,007
Loans to participants $ 6,128,660 6,128,660
---------------------------------------------------------------------------------------
Total assets 7,708,239 41,240,104 114,636 6,128,660 161,815,735
LIABILITIES:
Accrued expenses 7,947 7,011 91,631
---------------------------------------------------------------------------------------
Total Liabilities 7,947 7,011 - - 91,631
=======================================================================================
Net assets available for benefits $ 7,700,292 $ 41,233,093 $ 114,636 $ 6,128,660 $ 161,724,104
=======================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan
Statement of Changes in Net Assets Available for
Benefits With Fund Information
for the Year Ended December 31, 1998
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
S&P 500 Small Cap
Money Market Stable Value Balanced Index Index
Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation)
in fair value of investments $ 2,718,261 $ 15,193,108 $ (652,814)
Interest and dividends $ 1,056,421 $ 134,396
-----------------------------------------------------------------------------------------
1,056,421 134,396 2,718,261 15,193,108 (652,814)
Contributions:
Participant contributions 2,546,520 684,863 2,719,491 9,902,757 3,185,908
Employer contributions 3,413,205 343,472 2,469,172 9,022,965 2,700,834
-----------------------------------------------------------------------------------------
5,959,725 1,028,335 5,188,663 18,925,722 5,886,742
-----------------------------------------------------------------------------------------
Other:
-----------------------------------------------------------------------------------------
Total Additions 7,016,146 1,162,731 7,906,924 34,118,830 5,233,928
-----------------------------------------------------------------------------------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 2,198,151 603,033 1,273,718 5,305,966 1,310,523
Expenses 9,652 850 62,232 120,973 67,166
-----------------------------------------------------------------------------------------
Total Deductions 2,207,803 603,883 1,335,950 5,426,939 1,377,689
-----------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 4,808,343 558,848 6,570,974 28,691,891 3,856,239
Interfund transfers (1,420,285) 1,516,978 (276,515) (2,119,685) (1,946,386)
-----------------------------------------------------------------------------------------
Net increase (decrease) 3,388,058 2,075,826 6,294,459 26,572,206 1,909,853
Net Assets available for benefits:
Beginning of year 20,282,723 1,591,656 14,420,350 52,793,948 17,458,746
=========================================================================================
End of year $ 23,670,781 $ 3,667,482 $ 20,714,809 $ 79,366,154 $ 19,368,599
=========================================================================================
<CAPTION>
-----------------------------------------------------------------------------------------
International Bell Atlantic
Equity Index Stock Holding Loan
Fund Fund Fund Fund Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation)
in fair value of investments $ 1,502,120 $ 7,199,347 $ 25,960,022
Interest and dividends 1,468,077 $ 15,283 $ 599,097 3,273,274
-----------------------------------------------------------------------------------------
1,502,120 8,667,424 15,283 599,097 29,233,296
Contributions:
Participant contributions 1,473,382 2,198,081 22,711,002
Employer contributions 1,315,604 2,256,889 21,522,141
-----------------------------------------------------------------------------------------
2,788,986 4,454,970 - - 44,233,143
-----------------------------------------------------------------------------------------
Other: 163,499 163,499
-----------------------------------------------------------------------------------------
Total Additions 4,291,106 13,122,394 178,782 599,097 73,629,938
-----------------------------------------------------------------------------------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 755,197 3,437,256 584,935 15,468,779
Expenses 29,020 48,588 338,481
-----------------------------------------------------------------------------------------
Total Deductions 784,217 3,485,844 - 584,935 15,807,260
-----------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 3,506,889 9,636,550 178,782 14,162 57,822,678
Interfund transfers (704,017) 3,009,893 1,940,017 -
-----------------------------------------------------------------------------------------
Net increase (decrease) 2,802,872 12,646,443 178,782 1,954,179 57,822,678
Net Assets available for benefits:
Beginning of year 7,700,292 41,233,093 114,636 6,128,660 161,724,104
=========================================================================================
End of year $ 10,503,164 $ 53,879,536 $ 293,418 $ 8,082,839 $ 219,546,782
=========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF PLAN
Effective July 1, 1995, the Board of Directors of Bell Atlantic Mobile, Inc.,
previously known as Bell Atlantic NYNEX Mobile, Inc., (the "Company")
established the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan
(the "Plan"), for the benefit of Covered Employees, as defined by the Plan. The
purpose of the Plan is to enable Covered Employees to increase personal
long-term savings through the tax deferral opportunities offered under sections
401(k) and 401(a) of the Internal Revenue Code of 1986 (the "Code"). The
following description only provides general information of the Plan. The Plan
document contains a more comprehensive description of the Plan's provisions.
1. PARTICIPATION - The Plan is a defined-contribution and a profit
sharing plan covering all employees who have completed one year of service,
consisting of no less than 1,000 hours worked.
2. CONTRIBUTIONS - Each year, participants may elect to contribute,
through ordinary payroll deductions, an amount ranging from one percent (1%) to
sixteen percent (16%) of annual compensation, as defined in the Plan document.
Participants may also roll over amounts representing distributions from other
qualified defined benefit plans, defined contribution plans and/or conduit
individual retirement accounts. The Company makes a matching contribution equal
to fifty percent (50%) of the first six percent (6%) of eligible compensation
that a participant contributes to the Plan. The amounts contributed for matching
contributions for the years ended December 31, 1998 and 1997 were $6,199,245 and
$5,238,442, respectively. The Company may increase the matching contribution at
the discretion of the Company's Board of Directors. The amounts contributed for
discretionary matching contributions for the years ended December 31, 1998 and
1997 were $6,672,076 and $5,373,436, respectively. In addition, at the
discretion of the Company's Board of Directors, a profit sharing contribution
may be contributed on behalf of all Covered Employees whether or not they
contribute to the Plan. The amounts contributed for profit sharing contributions
for the years ended December 31, 1998 and 1997 were $8,650,820 and $4,587,499,
respectively.
3. PARTICIPANT ACCOUNTS - The Plan provides that a separate account be
maintained for each participant. Participant accounts are valued on a daily
basis. Participants can access their account information and perform
transactions via a telephone voice response unit. Each participant account is
credited with participant's contribution and applicable employer contribution on
a semi-monthly basis. Participant accounts are also increased (decreased) by
investment earnings (losses). Following the Plan year-end, discretionary
contributions for profit sharing and discretionary matching contributions, if
any, are deposited in one lump sum to participant accounts. A separate
sub-account is maintained for profit sharing contributions which have different
vesting schedules and withdrawal provisions. Participants are provided with
quarterly statements which summarize all account activity.
4. VESTING - Participants are immediately vested in their contributions
plus actual earnings derived from these contributions. Vesting in the Company's
fixed, discretionary variable match, and discretionary profit sharing are based
on credited years of service. A participant is fully vested in the Company's
fixed and discretionary variable match after three years of credited service. A
participant is fully vested in the Company's profit sharing contribution after
five years of credited service.
5. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
direct contributions, including all company matching contributions, to any of
the Plan's seven investment options.
a. MONEY MARKET FUND - contributions are invested in
short-term, high quality money market instruments and other
short-term debt investments. Most investments have a range of
maturity from overnight to 90 days. Up to 20% of the portfolio
may be invested in securities with maturities between 90 days
and 13 months. The number of participants with a balance in
this Fund as of December 31, 1998 and 1997 was 3,083 and
2,853, respectively. This Fund currently invests in the
State Street Short Term Investment Fund.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. INVESTMENT OPTIONS - (CONTINUED)
b. SHORT-TERM BOND FUND - The Fund seeks to match or exceed
the Lehman Brothers 1-3 Year Government Bond Index. Funds are
invested in high-quality fixed income securities. This Fund
was closed on June 30, 1997.
c. STABLE VALUE FUND - the Fund seeks to preserve principal
while maintaining a rate of return comparable to other
similar fixed income investments without market value
fluctuations. Contributions are invested in investment
contracts, fixed income securities and short term
investments. This Fund was opened on July 1, 1997. The
number of participants with a balance in this Fund as of
December 31, 1998 and 1997 was 571 and 273, respectively.
This Fund currently invests in the State Street Stable
Value Fund.
d. BALANCED FUND - contributions are invested as follows: 5%
Small Cap Index Fund, 10% International Equity Index Fund, 40%
Daily Bond Fund, and 45% S&P 500 Index Fund. The Fund is
re-balanced monthly in order to maintain the above-mentioned
allocation. The Daily Bond Fund seeks to match or exceed the
Lehman Brothers Aggregate Bond Index. The number of
participants with a balance in this Fund as of December 31,
1998 and 1997 was 2,342 and 1,903, respectively. This Fund
currently invests in the State Street Daily Bond Market
Fund, S&P 500 Flagship Fund, Russell 2000 Fund and Daily
EAFE Fund.
e. STANDARD & POOR'S 500 INDEX FUND - the Fund seeks to
replicate the investment performance of the Standard and
Poor's 500 Index by investing in all 500 stocks of the Index
in proportion to their weighting within the Index. The number
of participants with a balance in this Fund as of December 31,
1998 and 1997 was 4,369 and 3,730, respectively. This Fund
currently invests in the State Street S&P 500 Flagship Fund.
f. SMALL CAP INDEX FUND - the Fund seeks to replicate the
investment performance of the Russell 2000 Index by investing
in all 2,000 stocks of the Index in proportion to their
weighting within the Index. The number of participants with a
balance in this Fund as of December 31, 1998 and 1997 was
2,593 and 2,359, respectively. This Fund currently invests
in the State Street Russell 2000 Fund.
g. INTERNATIONAL EQUITY INDEX FUND - the Fund seeks to
replicate the investment performance of the Morgan Stanley
Capital International EAFE Index by investing in all of the
stocks in the Index in proportion to their weighting within
the Index. The number of participants with a balance in this
Fund as of December 31, 1998 and 1997 was 1,849 and 1,693,
respectively. This Fund currently invests in the State
Street Daily EAFE Fund.
h. BELL ATLANTIC STOCK FUND - the objective of the Fund is to
provide an opportunity to participate in the ownership and
results of Bell Atlantic Mobile's parent company, Bell
Atlantic Corporation. The Fund invests primarily in the common
stock of Bell Atlantic Corporation and reinvests all dividends
in additional shares. The number of participants with a
balance in this Fund as of December 31, 1998 and 1997 was
2,965 and 1,773, respectively.
Participants may change their investment direction and transfer between
investment funds once in any calendar month.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
6. PARTICIPANT LOANS - Participants may borrow from their accounts a
minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or fifty
percent of their vested account balance, excluding profit sharing balances. All
loans are considered to be a fixed income investment and are therefore treated
as a transfer from an investment fund to a separate Loan Fund. Interest is fixed
for the life of the loan and is charged at a rate equal to the prime rate (as
published in the WALL STREET JOURNAL as of the first of the month in which the
loan is taken) plus one percent. Loan terms range from one to five years for
non-residential loans and fifteen years for primary residence loans. Loans are
collateralized by the portion of the participant's account allocated to the Loan
Fund. Loans are repaid in equal semi-monthly installments through payroll
deductions or as directed by the Plan and are invested in accordance with the
participants' investment elections.
7. BENEFIT DISTRIBUTIONS - On termination of service due to death,
disability, or retirement, a participant may elect to receive either a lump-sum
amount equal to the value of the participant's vested account balance or annual
installments over a period of two to twenty years (as elected by the participant
and subject to Plan rules). Former NYNEX Corporation employees may also elect an
annuity contract for the portion of their account which was transferred from the
NYNEX plan. For termination of service due to other reasons, a participant may
receive the value of the vested account balance as a lump-sum distribution or a
direct rollover into another qualified retirement account as dictated by the
Code.
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting and are in conformity with generally accepted accounting principles.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments in commingled funds are stated at quoted market prices
which represent the net assets value at the end of the year. The Bell Atlantic
Stock Fund is valued using the quoted market price for the Fund's shares at the
end of the year, plus the market value of cash reserves held by the Fund.
Participant loan receivables are valued at cost, which approximates fair value.
Valuations for all funds are as of the financial statement dates.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. The individual funds are charged with a trustee and investment
management fee. All administrative and recordkeeping fees are paid by the
Company.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the appreciation (depreciation) in the fair value of its investments
which consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
FORFEITURE OF BENEFITS
If employment is terminated and a participant is not 100% vested in either the
employer match or the employer profit sharing contribution then the portion of
the participant's account not vested will be forfeited. The forfeited amounts
are used to reduce future employer contributions to the Plan. Forfeitures
applied for the years ended December 31, 1998 and 1997 were $891,984 and
$784,336, respectively. Unapplied forfeitures are invested in the Plan's Money
Market Fund and amounted to $537,161 and $448,617 as of December 31, 1998 and
1997, respectively.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Summary of Accounting Policies (continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make significant estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. The most significant estimates relate to the valuation of
investments. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides participants with various investment options: money market and
fixed income securities, bonds, and equity funds. All investment securities are
exposed to some type of risk, including, but not limited to, exposure to changes
in interest rates, market fluctuations, economic conditions, and currency
devaluation. Due to the level of risk associated with certain investment
securities, it is possible that changes in near term risk factors could
materially affect participants' account balances and the amounts reported in the
Statement of Net Assets Available for Benefits and the Statement of Changes in
Net Assets Available for Benefits.
PAYMENT OF BENEFITS
When benefit payments are required, funds are transferred from the respective
investment fund(s) to the Holding Fund. Subsequently, when checks are drafted,
the Holding Fund is reduced.
C. INVESTMENTS
The fair value of investments as of December 31, 1998 and 1997 is summarized
below:
<TABLE>
<CAPTION>
DESCRIPTION OF ASSETS 1998 1997
- --------------------- -------------- --------------
<S> <C> <C>
State Street Commingled Funds:
Short Term Investment Fund $21,570,918 * $18,776,031 *
Stable Value Fund 3,402,979 1,495,443
Daily Bond Market Fund 7,450,795 5,792,362
S&P 500 Flagship Fund 81,276,062 * 54,041,740 *
Russell 2000 Fund 18,454,066 * 16,473,454 *
Daily EAFE Fund 11,460,598 * 7,982,667 *
Common Stock:
Bell Atlantic Corporation Stock 51,589,564 * 40,172,811 *
Loans to Participants (Interest rates 8,082,839 6,128,660
range between 6% and 11%)
-------------- --------------
Total Investments $ 203,287,821 $ 150,863,168
============== ==============
</TABLE>
* Individual investment representing 5% or more of the Plan's net assets
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
D. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares in commingled funds managed by State Street
Global Advisors ("SSGA"). State Street Bank and Trust Company is the Plan's
trustee. Both SSGA and State Street Bank and Trust Company are wholly owned
subsidiaries of State Street Corporation; therefore these transactions qualify
as party-in-interest. The fees paid by the Plan to SSGA for investment
management and to State Street Bank and Trust Company for trust accounting
services are recorded as expenses in the deductions section of the Statement of
Changes in Net Assets Available for Benefits. Fees paid for investment
management and trust accounting services for the years ended December 31, 1998
and 1997 were $338,481 and $239,863, respectively.
E. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits according
to the financial statements to Form 5500 as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $ 219,546,782 $ 161,724,104
Amounts allocated to withdrawing
participants
(8,569) (8,952)
============= =============
Net assets available for benefits per
Form 5500 $ 219,538,213 $ 161,715,152
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants according to
the financial statements to Form 5500 for the years ended December 31, 1998 and
1997:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Benefits paid to participants per the financial statements $ 15,468,779 $ 12,881,625
Add: Amounts allocated to withdrawing participants
as of December 31, 1998 and 1997 8,569 8,952
Deduct: Amounts allocated to withdrawing participants (8,952) (86,410)
as of December 31, 1997 and 1996
------------ ------------
Benefits paid to participants per Form 5500 $ 15,468,396 $ 12,804,167
============ ============
</TABLE>
F. PLAN TERMINATION
Although the intention of the Company is to make the Plan permanent, the Company
reserves the right to terminate its sponsorship of the Plan by action of the
Company's Board of Directors. In the event of plan termination, the Plan will
distribute participants' accounts in accordance with the provisions of ERISA and
any other applicable laws.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
G. TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated January 31, 1997 that the Plan and related trust are designed in
accordance with applicable sections of the Code. In accordance with this
determination, the Plan is exempt from paying income taxes. The Plan has been
amended since receiving the determination letter. However, the Plan's
administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Code. Therefore, they believe that the Plan was tax exempt as of the date of
the financial statements.
H. COMPANY STOCK FUNDS
On August 15, 1997, the NYNEX Stock Fund ("Closed Fund") was merged with the
Bell Atlantic Stock Fund due to the merger of NYNEX Corporation and Bell
Atlantic Corporation. For each NYNEX share held by the Closed Fund, 0.768 shares
of Bell Atlantic stock was received. These additional shares of Bell Atlantic
Stock, plus any cash reserves held by the Closed Fund were combined with the
assets held prior to the date of the merger by the Bell Atlantic Stock Fund.
Participants' proportionate shares of the merged Bell Atlantic Stock Fund were
then recalculated to account for the additional assets and the additional
participants that previously maintained balances in the Closed Fund.
On February 17, 1998, the Bell Atlantic Stock Fund was opened to receive
additional employee and employer contributions, as well as transfers from other
investment options at the discretion of participants. Prior to this, the Bell
Atlantic Stock Fund was closed to new investments. A portion of employer's
contribution receivable at December 31, 1997 was allocated to the Bell Atlantic
Stock Fund based upon participant's investment elections in effect on the day
participant's accounts were credited with discretionary Company contributions
deposited subsequent to the Bell Atlantic Stock Fund being opened to receive new
investments.
11
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
HISTORICAL
INVESTMENT DESCRIPTION UNITS COST CURRENT VALUE
---------------------- ----- ---- -------------
<S> <C> <C> <C>
Short Term Investment Fund * 21,570,918 $ 21,570,918 $ 21,570,918
Stable Value Fund * 3,402,979 3,402,979 3,402,979
Daily Bond Market Fund * 41,407 6,716,120 7,450,795
S&P 500 Flagship Fund * 397,011 52,131,485 81,276,062
Russell 2000 Fund * 799,986 16,051,698 18,454,066
Daily EAFE Fund * 1,109,878 11,098,821 11,460,598
Bell Atlantic Stock 973,388 30,191,626 51,589,564
Participants' loan receivable, interest
rates range between 6 % - 11 % 8,082,839 8,082,839 8,082,839
--------------- ----------------
Total investments $149,246,486 $203,287,821
=============== ================
</TABLE>
* Commingled Trust Funds Managed by State Street Global Advisors, which qualify
as party-in-interest
12
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OF PURCHASE NUMBER OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES PRICE SALES
-------------------------- -------------------- --------- ----- -----
<S> <C> <C> <C> <C>
Category (iii) - A series of transactions
with respect to securities of the same issue,
which amount in the aggregate to more than 5%
of the net value of total Plan assets at the
beginning of the year:
State Street Global Advisors Money Market Fund 81 $8,922,963
State Street Global Advisors Money Market Fund 169
State Street Global Advisors S&P 500 Index Fund 155 $21,342,808
State Street Global Advisors S&P 500 Index Fund 343
State Street Global Advisors Small Cap Index Fund 149 $6,865,884
State Street Global Advisors Small Cap Index Fund 346
State Street Global Advisors International Equity Index Fund 159 $16,870,657
State Street Global Advisors International Equity Index Fund 336
Bell Atlantic Corporation Stock 36 $7,062,242
Bell Atlantic Corporation Stock 41
<CAPTION>
CURRENT
VALUE OF
HISTORICAL ASSET ON
SELLING COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED PRICE ASSETS DATE (LOSS)
-------------------------- ----- ------ ---- ------
<S> <C> <C> <C> <C>
Category (iii) - A series of transactions
with respect to securities of the same issue,
which amount in the aggregate to more than 5%
of the net value of total Plan assets at the
beginning of the year:
State Street Global Advisors $8,922,963
State Street Global Advisors $6,120,456 $6,120,456 $6,120,456 $0
State Street Global Advisors $21,342,808
State Street Global Advisors $11,006,655 $10,000,063 $11,006,655 $1,006,592
State Street Global Advisors $6,865,884
State Street Global Advisors $4,147,998 $4,313,932 $4,147,998 $(165,933)
State Street Global Advisors $16,870,657
State Street Global Advisors $15,088,379 $12,245,173 $15,088,379 $2,843,206
$7,062,242
$2,844,836 $2,617,800 $2,844,836 $227,036
</TABLE>
Note: There were no reportable transactions in category (I), (ii), or (iv), as
defined by ERISA, during the year ended December 31, 1998
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Bell Atlantic Mobile Employee Benefits Committee has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
Bell Atlantic Mobile Savings and Profit
Sharing Retirement Plan
By: /s/ Jeanne Kappel
-------------------------------------
Jeanne Kappel
(Chairman, Bell Atlantic Mobile
Employee Benefits Committee)
Date: June 22, 1999
