<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the years ended December 31, 1999 and 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
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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
<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Report of Independent Accountants 2
Financial Statements:
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 5-9
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
as of December 31, 1999 10
Schedule of Reportable Transactions for the year ended December 31, 1999 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the Bell Atlantic Mobile Savings and
Profit Sharing Retirement Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan (the
"Plan") at 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. 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 auditing standards
generally accepted in the United States, 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 that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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/ PricewaterhouseCoopers LLP
New York, New York
June 2, 2000
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
ASSETS:
Investments, at fair value $ 258,401,721 $ 195,204,982
Participants' contributions receivable -- 847,582
Employer's contribution receivable 17,339,462 15,618,179
Loans to participants 9,886,526 8,082,839
------------- -------------
Total assets 285,627,709 219,753,582
LIABILITIES:
Accrued expenses 188,124 206,800
------------- -------------
Total Liabilities 188,124 206,800
------------- -------------
Net assets available for benefits $ 285,439,585 $ 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 CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Total
------------------
<S> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair
value of investments $ 35,507,861
Interest and dividends 3,811,207
------------------
39,319,068
------------------
Contributions:
Participant contributions 24,920,040
Employer contributions 24,393,466
------------------
49,313,506
------------------
Total Additions 88,632,574
------------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 22,131,362
Expenses 455,420
Other 152,989
------------------
Total Deductions 22,739,771
------------------
Net increase 65,892,803
Net Assets available for benefits:
Beginning of year 219,546,782
------------------
End of year $ 285,439,585
==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<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"), acting in
its capacity as general partner of Cellco Partnership, 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 eligible Company 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, 1999 and 1998 were $7,054,003 and
$6,199,245, 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, 1999 and
1998 were $7,646,137 and $6,672,076, 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, 1999 and 1998 were $9,693,326 and $8,650,820,
respectively.
3. PARTICIPANT ACCOUNTS -- The Plan provides that a separate account be
maintained for each participant. Participant accounts are valued on a daily
basis. 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 allocation of actual 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 may change their investment direction and
transfer between investment funds on a daily basis.
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
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. 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
defined in the Plan, 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.
6. 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.
In 1999, the Plan adopted the provisions of Statement of Position 99-3
"Accounting For and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates certain detailed
investment disclosures previously required by Practice Bulletin 12. There is no
change to the accounting for net assets available for benefits. In accordance
with the provisions of SOP 99-3, the Statement of Net Assets as of December 31,
1998 has been reclassified to conform to the current year presentation.
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, 1999 and 1998 were $1,285,280 and
$891,984, respectively. Unapplied forfeitures are invested in the Plan's Money
Market Fund and amounted to $841,010 and $537,161 as of December 31, 1999 and
1998, respectively.
6
<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 a holding fund. Subsequently, when checks are drafted, the
holding fund is then reduced.
C. INVESTMENTS
The fair value of investments as of December 31, 1999 and 1998 is summarized
below:
<TABLE>
<CAPTION>
DESCRIPTION OF ASSETS 1999 1998
--------------------- ----------------------- -------------------------
<S> <C> <C>
State Street Commingled Funds:
Short Term Investment Fund $27,002,588 * $21,570,918 *
Stable Value Fund 4,620,385 3,402,979
Bond Index Fund 9,520,813 7,450,795
S&P 500 Flagship Fund 109,096,205 * 81,276,062 *
Russell 2000 Fund 23,803,346 * 18,454,066 *
Daily EAFE Fund 16,230,182 * 11,460,598 *
Common Stock:
Bell Atlantic Corporation Stock 68,128,202 * 51,589,564 *
----------------------- -------------------------
Subtotal: 258,401,721 195,204,982
Loans to Participants (Interest rates
range between 6% and 10%) 9,886,526 8,082,839
----------------------- -------------------------
Total Investments $268,288,247 $203,287,821
======================= =========================
</TABLE>
* Individual investment representing 5% or more of the Plan's net assets
7
<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, 1999
and 1998 were $455,420 and $338,481, 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, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $285,439,585 $219,546,782
Amounts allocated to withdrawing
Participants -- (8,569)
------------ ------------
Net assets available for benefits per
Form 5500 $285,439,585 $219,538,213
============ ============
</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, 1999 and
1998:
<TABLE>
<CAPTION>
1999 1998
----------------- ----------------
<S> <C> <C>
Benefits paid to participants per the financial statements $22,131,362 $15,468,779
Add: Amounts allocated to withdrawing participants
as of December 31, 1999 and 1998 -- 8,569
Deduct: Amounts allocated to withdrawing participants
as of December 31, 1998 and 1997 (8,569) (8,952)
----------------- ----------------
Benefits paid to participants per Form 5500 $22,122,793 $15,468,396
================= ================
</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.
8
<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 and therefore believe the Plan is tax exempt.
H. SUBSEQUENT EVENT
On July 27, 1998, Bell Atlantic and GTE Corporation entered into a merger
agreement providing for the combination of the two companies. The merger, which
was unanimously approved by the boards of directors of both companies and a
majority of shareholders, was subject to regulatory approvals, the last of which
was received on June 16, 2000. The merger is anticipated to be finalized during
the second quarter of year 2000. It is contemplated that a certain segment of
GTE Corporation employees who work in the GTE Wireless division will eventually
become participants in the Plan.
On September 21, 1999 Bell Atlantic and Vodafone AirTouch Plc ("Vodaphone
AirTouch") entered into an Alliance Agreement under which Vodaphone AirTouch
would contribute its US wireless interests to the Cellco Partnership in exchange
for a partnership interest. This transaction was finalized on April 3, 2000.
The employees involved in the above-referenced transactions are scheduled to
become participants in the Plan on January 1, 2001. At that time, it is probable
that there will be design changes to the Plan, and that the Plan document may be
amended. There is no intention to terminate the Plan as a result of these, or
any other transactions.
9
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
HISTORICAL
INVESTMENT DESCRIPTION UNITS COST CURRENT VALUE
---------------------- --------- ----------- -------------
<S> <C> <C> <C>
Short Term Investment Fund * 27,002,588 $27,002,588 $27,002,588
Stable Value Fund * 4,620,385 4,620,385 4,620,385
Daily Bond Market Index Fund * 777,908 9,552,636 9,520,813
S&P 500 Flagship Fund * 440,284 66,917,275 109,096,205
Russell 2000 Fund * 856,914 17,768,526 23,803,346
Daily EAFE Fund * 1,230,305 12,544,034 16,230,182
Bell Atlantic Stock 1,106,651 39,275,458 68,128,202
------------ ------------
Subtotal: 177,680,902 258,401,721
Participants' loan receivable, interest
rates range between 6 % -- 10 % 9,886,526 9,886,526 9,886,526
------------ ------------
Total investments $187,567,428 $268,288,247
============ ============
</TABLE>
* Commingled Trust Funds Managed by State Street Global Advisors, which qualify
as party-in-interest.
10
<PAGE>
BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES
-------------------------- -------------------- ---------
<S> <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 210
State Street Global Advisors Money Market Fund
State Street Global Advisors S&P 500 Index Fund 123
State Street Global Advisors S&P 500 Index Fund
State Street Global Advisors Small Cap Index Fund 97
State Street Global Advisors Small Cap Index Fund
Bell Atlantic Corporation Stock 33
Bell Atlantic Corporation Stock
<CAPTION>
HISTORICAL
PURCHASE NUMBER OF SELLING COST OF
IDENTITY OF PARTY INVOLVED PRICE SALES PRICE ASSETS
-------------------------- ----- ----- ----- ------
<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 $24,992,570
State Street Global Advisors 290 $20,460,676 $20,460,676
State Street Global Advisors $25,868,087
State Street Global Advisors 363 $17,069,684 $14,957,960
State Street Global Advisors $6,123,587
State Street Global Advisors 315 $5,118,269 $4,944,721
$10,661,570
52 $2,893,540 $2,504,922
<CAPTION>
CURRENT
VALUE OF
ASSET ON
TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DATE (LOSS)
-------------------------- ------------ --------
<S> <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 $24,992,570
State Street Global Advisors $20,460,676 --
State Street Global Advisors $25,868,087
State Street Global Advisors $17,069,684 $2,111,724
State Street Global Advisors $6,123,587
State Street Global Advisors $5,118,269 $173,548
$10,661,570
$2,893,540 $388,618
</TABLE>
Note: There were no reportable transactions in category (I), (ii), or (iv), as
defined by ERISA, during the year ended December 31, 1999
11
<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/ Marc Reed
----------------------------------------
Marc Reed
(Chairman, Bell Atlantic Mobile Employee
Benefits Committee)
Date: June 27, 2000
