<PAGE>
As filed with the Securities and Exchange Commission on August 4, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALLIANT TECHSYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1672694
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 Second Street NE
Hopkins, Minnesota 55343-8384
(Address of Principal Executive Offices) (Zip Code)
ALLIANT TECHSYSTEMS INC. MANAGEMENT DEFERRED COMPENSATION PLAN
(Full title of the Plan)
Daryl L. Zimmer
Vice President and General Counsel
ALLIANT TECHSYSTEMS INC.
600 Second Street NE
Hopkins, Minnesota 55343-8384
(Name and address of agent for service)
(612) 931-6140
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of
registered (1) registered per obligation price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $10,000,000 100% $10,000,000 $2,780
================================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Alliant
Techsystems Inc. to pay deferred compensation in the future in accordance
with the terms of the Alliant Techsystems Inc. Management Deferred
Compensation Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Alliant Techsystems Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement (the
"Registration Statement"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock, par value $.01 per
share, together with Preferred Stock Purchase Rights contained in the
Registration Statement on Form 10 (the "Form 10") filed by the Company
with the Commission under the Exchange Act on July 20, 1990, including
the Amendment on Form 8 to the Form 10, filed by the Company with the
Commission on September 17, 1990, and any other amendments or reports
filed by the Company for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the respective dates of filing of such reports and documents.
Item 4. Description of Securities.
The securities offered hereby are Deferred Compensation Obligations (as
defined below) of the Company which are being offered to eligible employees of
the Company and its participating affiliates under the Alliant Techsystems Inc.
Management Deferred Compensation Plan (the "Plan"). The Plan permits
participants to defer base salary and/or cash incentive compensation in
accordance with the terms of the Plan. The amount of compensation to be deferred
by each participant will be based on elections by each participant under the
terms of the Plan. The amounts of base salary and cash incentive compensation
deferred by participants under the Plan are referred to as "Deferred
Compensation Obligations." The Deferred Compensation Obligations are denominated
and paid in U.S. dollars and will be payable on the date or dates selected by
each participant in accordance with the terms of the Plan or on such other date
or dates as specified in the Plan. The Deferred Compensation Obligations are not
convertible into another security of the Company.
In connection with the Plan, the Company has created a non-qualified
grantor trust (the "Trust"), commonly known as a "Rabbi Trust." The assets of
the Trust will be used to pay benefits. The assets of the Trust are subject to
the claims of general creditors of the Company. As a result, the Deferred
Compensation Obligations will be unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan,
and will rank equally with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.
The amounts of base salary and cash incentive compensation deferred by a
participant (a "Deferral") will be credited with earnings and investment gains
and losses by assuming that the Deferral was invested in one or more investment
options selected by the participant in accordance with the terms of the Plan.
The investment options include various investment funds, with different degrees
of risk, and a phantom stock fund whose return reflects the
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return on the Company's Common Stock. Participants may reallocate amounts among
the various investment options on a monthly basis. The Deferrals will not
actually be invested in the investment options available under the Plan. Rather,
the Trust will invest its assets in variable universal life insurance contracts
on the lives of the participants. The Trust is the owner of the policies and the
Trust is the sole beneficiary of such policies.
The Company will also credit to participants' Deferral accounts certain
amounts specified in the Plan related to matching contributions under the
Company's 401(k) plan. The Plan provides that the Company may make additional
contributions to the participants' Deferral accounts, at its sole discretion.
The Company reserves the right to amend the Plan prospectively at any time,
including the right to completely terminate the Plan and pay out all account
balances to all participants in the Plan. No amendment will reduce a
participant's account balance as of the date of such amendment.
A participant's rights or the rights of any other person to receive payment
of Deferred Compensation Obligations may not be sold, assigned, transferred,
pledged, garnished or encumbered, except by a written designation of a
beneficiary under the Plan.
Item 5. Interests of Named Experts and Counsel.
Daryl L. Zimmer, who has given an opinion of counsel with respect to the
securities to which the Registration Statement relates, is an employee and
officer (Vice President and General Counsel) of the Company. As of June 30,
1999, Mr. Zimmer owned, directly or indirectly, 10,058 shares of the Company's
Common Stock and is eligible for participation in the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify the officers and directors of the Company, under certain
circumstances and subject to certain conditions and limitations as stated
therein, against all expenses and liabilities incurred by or imposed upon them
as a result of suits brought against them as such officers and directors if they
act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
Article IX of the Company's By-Laws provides, among other things, that the
Company shall, under certain circumstances and subject to certain conditions and
limitations stated therein, indemnify any current or former director, officer,
employee or agent thereof for expenses (including attorneys' fees), judgments,
fines and settlements actually and reasonably incurred by such person for any
action, suit or proceeding to which such person is made a party by reason of
such person's position with the Company or while acting as an agent on behalf of
the Company if, in connection with such action, suit or proceeding, such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
such person's conduct was unlawful. Such rights of indemnification are not
deemed exclusive of any other right available to the individual under any policy
of insurance, agreement, statute or otherwise.
The Company also purchases and maintains directors' and officers' liability
insurance and corporate reimbursement policies insuring directors and officers
against loss arising from claims made arising out of the performance of their
duties. In addition, the Company has indemnification agreements with each of its
directors and officers that, among other things, require the Company to
indemnify such individuals to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
4 Alliant Techsystems Inc. Management Deferred Compensation Plan.
5 Opinion of Daryl L. Zimmer as to the validity of the securities
covered by the Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Daryl L. Zimmer (included in opinion filed as
Exhibit 5).
24 Power of attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"), unless the information
required to be included in such post-effective amendment is contained
in a periodic report filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein by
reference;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act and incorporated herein by reference.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed
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<PAGE>
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hopkins, State of Minnesota, on August 4, 1999.
ALLIANT TECHSYSTEMS INC.
By: /s/ Charles H. Gauck
----------------------------------
Charles H. Gauck
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title
--------- -----
Paul David Miller* Chairman of the Board and Chief Executive
Officer and Director
(principal executive officer)
Scott S. Meyers* Vice President, Treasurer and Chief Financial Officer
(principal financial officer)
Paula J. Patineau* Vice President and Controller
(principal accounting officer)
Peter A. Bukowick* Director, President and Chief Operating Officer
Gilbert F. Decker* Director
Thomas L. Gossage* Director
Joel M. Greenblatt* Director
Jonathan G. Guss* Director
David E. Jeremiah* Director
Gaynor N. Kelley* Director
Joseph F. Mazzella* Director
Daniel L. Nir* Director
Michael T. Smith* Director
- -------------
* Executed on behalf of the indicated officers and directors of the
registrant by Charles H. Gauck, duly appointed attorney-in-fact.
By /s/ Charles H. Gauck
------------------------------------
Charles H. Gauck
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No.
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4 Alliant Techsystems Inc. Management Deferred Compensation Plan.
5 Opinion of Daryl L. Zimmer as to the validity of the securities
covered by the Registration Statement.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Daryl L. Zimmer (included in opinion filed as Exhibit 5).
24 Power of attorney.
<PAGE>
EXHIBIT 4
ALLIANT TECHSYSTEMS INC.
MANAGEMENT DEFERRED COMPENSATION PLAN
(1999 Statement)
Adopted August 3, 1999
but first Effective September 1, 1999
<PAGE>
ALLIANT TECHSYSTEMS INC.
MANAGEMENT DEFERRED COMPENSATION PLAN
(1999 Statement)
TABLE OF CONTENTS
Page
SECTION 1. INTRODUCTION AND DEFINITIONS....................................1
1.1. Statement of Plan
1.2. Definitions
1.2.1. Account
1.2.2. Affiliate
1.2.3. Alliant
1.2.4. Annual Valuation Date
1.2.5. Beneficiary
1.2.6. Board of Directors
1.2.7. CEO
1.2.8. Code
1.2.9. Committee
1.2.10. Effective Date
1.2.11. Employers
1.2.12. ERISA
1.2.13. MIP
1.2.14. Participant
1.2.15. Plan
1.2.16. Plan Statement
1.2.17. Plan Year
1.2.18. Section 16 Officer
1.2.19. Termination of Employment
1.2.20. Valuation Date
SECTION 2. PARTICIPATION...................................................3
SECTION 3. CREDITS TO ACCOUNTS.............................................3
3.1. Voluntary Deferrals from Salary
3.1.1. Amount of Deferrals
3.1.2. Crediting to Accounts
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3.2. Voluntary Deferrals from Bonuses
3.2.1. Amount of Deferrals
3.2.2. Crediting to Accounts
3.3. 401(k) Plan Supplement
3.3.1. Amount of Supplement
3.3.2. Crediting to Accounts
3.4. Employer Discretionary Supplements
3.5. Credits from Measuring Investments
3.6. Operational Rules for Deferrals
SECTION 4. ADJUSTMENT OF ACCOUNTS..........................................5
4.1. Establishment of Accounts
4.2. Accounting Rules
SECTION 5. VESTING OF ACCOUNT..............................................6
SECTION 6. SPENDTHRIFT PROVISION...........................................6
SECTION 7. DISTRIBUTIONS...................................................6
7.1. Time of Distribution
7.1.1. Application for Distribution
7.1.2. Code ss.162(m) Delay
7.2. Form of Distribution
7.3. Election of Time and Form of Distribution
7.4. Payment to Beneficiary
7.4.1. Payment to Beneficiary for Death After
Termination of Employment
7.4.2. Payment to Beneficiary for Death Before
Termination of Employment
7.5. Designation of Beneficiaries
7.5.1. Right to Designate
7.5.2. Spousal Consent
7.5.3. Failure of Designation
7.5.4. Disclaimers by Beneficiaries
7.5.5. Definitions
7.5.6. Special Rules
7.6. Death Prior to Full Distribution
7.7. Facility of Payment
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7.8. In-Service Distributions
7.8.1. Pre-Selected In-Service Distributions
7.8.2. On Demand In-Service Distributions
7.8.3. In-Service Distribution for Financial Hardship
7.9. Effect of Disability
7.10. Distributions in Cash
SECTION 8. FUNDING OF PLAN................................................14
8.1. Unfunded Plan
8.2. Corporate Obligation
SECTION 9. AMENDMENT AND TERMINATION......................................15
9.1. Amendment and Termination
9.2. No Oral Amendments
9.3. Plan Binding on Successors
SECTION 10. DETERMINATIONS--RULES AND REGULATIONS..........................16
10.1. Determinations
10.2. Rules and Regulations
10.3. Method of Executing Instruments
10.4. Claims Procedure
10.4.1. Original Claim
10.4.2. Review of Denied Claim
10.4.3. General Rules
10.5. Limitations and Exhaustion
10.5.1. Limitations
10.5.2. Exhaustion Required
SECTION 11. PLAN ADMINISTRATION............................................19
11.1. Officers
11.2. Chief Executive Officer
11.3. Board of Directors
11.4. Committee
11.5. Delegation
11.6. Conflict of Interest
11.7. Administrator
11.8. Service of Process
11.9. Expenses
11.10. Tax Withholding
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11.11. Certifications
11.12. Errors in Computations
SECTION 12. CONSTRUCTION...................................................21
12.1. Applicable Laws
12.1.1. ERISA Status
12.1.2. IRC Status
12.1.3. References to Laws
12.2. Effect on Other Plans
12.3. Disqualification
12.4. Rules of Document Construction
12.5. Choice of Law
12.6. No Employment Contract
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ALLIANT TECHSYSTEMS INC.
MANAGEMENT DEFERRED COMPENSATION PLAN
(1999 Statement)
SECTION 1
INTRODUCTION AND DEFINITIONS
1.1. Statement of Plan. Effective September 1, 1999, ALLIANT TECHSYSTEMS INC., a
Delaware corporation (hereinafter sometimes referred to as "Alliant") and
certain affiliated business entities (together with Alliant hereinafter
sometimes collectively referred to as the "Employers") hereby create a
nonqualified, unfunded, deferred compensation plan for the benefit of a select
group of management and highly compensated employees of the Employers.
1.2. Definitions. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
1.2.1. Account -- the separate bookkeeping account representing the
separate unfunded and unsecured general obligation of the Employers established
with respect to each person who is a Participant in this Plan in accordance with
Section 2 and to which is credited the dollar amounts specified in Section 3 and
Section 4 and from which are subtracted payments made pursuant to Section 7.
1.2.2. Affiliate -- a business entity which is affiliated in ownership with
Alliant or an Employer and is recognized as an Affiliate by the Committee for
purposes of this Plan.
1.2.3. Alliant -- ALLIANT TECHSYSTEMS INC., a Delaware corporation, or any
successor thereto.
1.2.4. Annual Valuation Date -- each March 31.
1.2.5. Beneficiary -- a person designated by a Participant (or
automatically by operation of the Plan Statement) to receive all or a part of
the Participant's Account in the event of the Participant's death prior to full
distribution thereof. A person so designated shall not be considered a
Beneficiary until the death of the Participant.
1.2.6. Board of Directors -- the Board of Directors of Alliant or its
successor. "Board of Directors" shall also mean and refer to any properly
authorized committee of the Board of Directors.
1.2.7. CEO -- the Chief Executive Officer of Alliant or his or her delegee
for Plan purposes.
<PAGE>
1.2.8. Code -- the Internal Revenue Code of 1986, as amended.
1.2.9. Committee -- the Alliant Pension and Retirement Committee (also
known as the "PRC") consisting of not less than three members who are officers
of Alliant appointed by and serving at the pleasure of the Board of Directors.
1.2.10. Effective Date -- September 1, 1999.
1.2.11. Employers -- Alliant and any business entity affiliated with
Alliant that employs persons who are designated for participation in this Plan.
1.2.12. ERISA -- the Employee Retirement Income Security Act of 1974, as
amended.
1.2.13. MIP -- the Management Compensation Plan of the Employers and any
comparable successor plan.
1.2.14. Participant -- an employee of an Employer who is designated as
eligible to participate in this Plan in accordance with the provisions of
Section 2 and who has elected to defer compensation under Section 3. An employee
who has become a Participant shall be considered to continue as a Participant in
this Plan until the date of the Participant's death or, if earlier, the date
when the Participant no longer has any Account under this Plan (that is, the
Participant has received a distribution of all of the Participant's Account).
1.2.15. Plan -- the nonqualified, unfunded, deferred compensation program
maintained by the Employers for the benefit of Participants eligible to
participate therein, as set forth in the Plan Statement. (As used herein, "Plan"
does not refer to the document pursuant to which this Plan is maintained. That
document is referred to herein as the "Plan Statement"). The Plan shall be
referred to as the "Alliant Techsystems Inc. Management Deferred Compensation
Plan."
1.2.16. Plan Statement -- this document entitled "Alliant Techsystems Inc.
Management Deferred Compensation Plan (1999 Statement)" as adopted by the Board
of Directors effective as of September 1, 1999, as the same may be amended from
time to time thereafter.
1.2.17. Plan Year -- the twelve (12) consecutive month period ending on any
Annual Valuation Date (provided, however, that the first Plan Year shall
commence September 1, 1999 and end March 31, 2000).
1.2.18. Section 16 Officer -- an officer of an Employer who is subject to
the provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
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1.2.19. Termination of Employment -- a complete severance of an employee's
employment relationship with the Employers and all Affiliates, for any reason
other than the employee's death. A transfer from employment with an Employer to
employment with an Affiliate of an Employer shall not constitute a Termination
of Employment. If an Employer who is an Affiliate ceases to be an Affiliate
because of a sale of substantially all the stock or assets of the Employer, then
Participants who are employed by that Employer and who cease to be employed by
Alliant or an Employer on account of the sale of substantially all the stock or
assets of the Employer shall be deemed to have thereby had a Termination of
Employment for the purpose of commencing distributions from this Plan.
1.2.20. Valuation Date -- the business day coincident with or next
preceding the Annual Valuation Date and the last business day of each other
month, and any other date designated by the Board of Directors.
SECTION 2
PARTICIPATION
Only an employee of an Employer who is eligible for the MIP and who is selected
for participation in this Plan for a particular Plan Year by the CEO (or, for a
Section 16 Officer, by the Board of Directors) shall be eligible to become a
Participant in this Plan. Such selected employee shall be eligible to become a
Participant as of the day designated by the CEO or the Board of Directors (or,
if the CEO or the Board of Directors does not designate a day of initial
participation, as of the first day of the next following Plan Year). The CEO
shall not select any employee for participation unless the CEO determines that
such employee is a member of a select group of management or highly compensated
employees (as that expression is used in ERISA). The Board of Directors may at
any time determine that a Participant is no longer eligible to make voluntary
deferrals under Section 3.1 or Section 3.2. The Board of Directors also may
determine that a Participant is not eligible for the credits for the 401(k) Plan
Supplement under Section 3.3 for any Plan Year at any time before such credits
have actually been made.
SECTION 3
CREDITS TO ACCOUNTS
3.1. Voluntary Deferrals from Salary.
3.1.1. Amount of Deferrals. On forms furnished by and filed with the
Committee, a Participant may elect to defer between (and including) 1% and 70%
of such Participant's base salary for a Plan Year. The Board of Directors may
establish prospectively other limits or other pay eligible for deferral. To be
effective for a Plan Year, the form must be received by the Committee
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before the first day of such Plan Year. For a newly eligible Participant,
however, if the form is received by the Committee within 30 days after the first
day of such eligibility, deferral shall be effective as of the first day of the
month following such receipt. Notwithstanding the foregoing, for the Plan Year
beginning September 1, 1999, the form must be received by the Committee on or
before August 27, 1999, and shall be effective for salary that would otherwise
have been received on October 1, 1999, or later.
3.1.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, of such Participant's
voluntary deferrals of salary or other pay under Section 3.1.1. Such amount
shall be credited as of the close of business on the last business day of the
month in which such salary or other pay would otherwise have been paid to the
Participant.
3.2. Voluntary Deferrals from Bonuses.
3.2.1. Amount of Deferrals. On forms furnished by and filed with the
Committee, a Participant may elect to defer (a) between (and including) 10% and
100% of such Participant's MIP cash payment up to and including the target MIP
cash payment, and (b) between (and including) 10% and 100% of such Participant's
MIP cash payment above such target. The Board of Directors may establish
prospectively other limits or other bonuses eligible for deferral. To be
effective for a bonus paid with respect to a Plan Year, the form must be
received by the Committee before the first day of such Plan Year. For the Plan
Year beginning September 1, 1999, however, the form must be received on or
before August 27, 1999.
3.2.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, of such Participant's
voluntary deferrals of bonus under Section 3.2.1. Such amount shall be credited
as of the close of business on the last business day of the month in which such
bonus would otherwise have been paid to the Participant.
3.3. 401(k) Plan Supplement.
3.3.1. Amount of Supplement. The Committee shall determine annually for
each Participant who is also a participant in a 401(k) plan sponsored by an
Employer the amount, if any, of such Participant's lost share of matching
contributions (but not elective deferral contributions) under such 401(k) plan
attributable to such Participant's voluntary deferrals under Sections 3.1 and
3.2 of this Plan. Such determination shall be made after the end of each plan
year of such 401(k) plan during which the Participant made voluntary deferrals
under this Plan.
3.3.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, determined under Section
3.3.1. Such amount shall be credited as of the Valuation Date coincident with or
next following the last day of such plan year of such 401(k) plan.
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3.4. Employer Discretionary Supplements. Upon written notice to one or more
Participants and to the Committee, the CEO (or, for any Section 16 Officer, the
Board of Directors) may (but is not required to) determine that additional
amounts shall be credited to the Accounts of such Participants. Such notice
shall also specify the date of such crediting. Notwithstanding Section 5, such
notice may also establish vesting rules for such amounts, in which case separate
Accounts shall be established for such Participants.
3.5. Credits from Measuring Investments. On forms furnished by and filed with
the Committee prior to the first day of each month, each Participant shall
designate the following "Measuring Investments," which shall be used to
determine the value of such Participant's Account during the month beginning on
such date (and each later month until changed as provided herein):
(a) A Measuring Investment for the opening balance of the Account as of
the first day of such month, and
(b) A Measuring Investment for the compensation that is deferred and
credited to the Account as of the last business day of the prior
month.
The Accounts and such Measuring Investments are specified solely as a device for
computing the amount of benefits to be paid by the Employers under this Plan,
and the Employers are not required to purchase such investments. The Measuring
Investments available for election by Participants shall include deemed (but not
actual) investment in the common stock of Alliant, valued at the closing price
of Alliant common stock as reported on the New York Stock Exchange composite
tape on the applicable Valuation Date. Additional Measuring Investments and
rules for implementation of this Section 3.5 (including rules for designating
and changing Measuring Investments) shall be determined (and revised) by the
Committee, provided that any rule or revision with respect to deemed investment
in the common stock of Alliant shall be made only by the Board of Directors.
3.6. Operational Rules for Deferrals. A Participant's election to defer under
Section 3.1 or 3.2 shall be "evergreen" (that is, it shall remain in effect for
such Plan Year and, unless timely revised by the Participant for a later Plan
Year before the beginning of such Plan Year, for all later Plan Years). If a
Participant's pay after deferrals is not sufficient to cover tax or other
payroll withholding requirements, the Committee shall reduce the Participant's
deferrals to the extent necessary to cover such requirements.
SECTION 4
ADJUSTMENT OF ACCOUNTS
4.1. Establishment of Accounts. There shall be established for each Participant
an unfunded, bookkeeping Account which shall be adjusted each Valuation Date.
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4.2. Accounting Rules. The Committee may adopt (and revise) accounting rules for
the Accounts (but such rules shall not change the Valuation Dates).
SECTION 5
VESTING OF ACCOUNTS
The Account of each Participant shall be fully (100%) vested and nonforfeitable
at all times (except for early distribution penalties described in Section 7).
SECTION 6
SPENDTHRIFT PROVISION
No Participant or Beneficiary shall have any interest in the Account which can
be transferred nor shall any Participant or Beneficiary have any power to
anticipate, alienate, dispose of, pledge or encumber the same while in the
possession or control of the Employers, nor shall the Committee recognize any
assignment thereof, either in whole or in part, nor shall the Account be subject
to attachment, garnishment, execution following judgment or other legal process
before the Account is distributed to the Participant or Beneficiary.
The power to designate Beneficiaries to receive the Account of a Participant in
the event of such Participant's death shall not permit or be construed to permit
such power or right to be exercised by the Participant so as thereby to
anticipate, pledge, mortgage or encumber such Participant's Account or any part
thereof and any attempt of a Participant to so exercise said power in violation
of this provision shall be of no force and effect and shall be disregarded by
the Committee.
SECTION 7
DISTRIBUTIONS
7.1. Time of Distribution. A Participant's Account (reduced by the amount of any
applicable payroll, withholding and other taxes) shall be distributable upon the
Termination of Employment of the Participant. The amount of such distribution
shall be determined as of the Valuation Date immediately following the
Termination of Employment and shall be actually paid (or, in the case of
installments, commenced) by the Employers as soon as practicable after such
determination (but in no event later than 90 days after such Valuation Date);
provided, however, that if the Participant has so elected as described in
Section 7.3, the amount of such distribution shall instead be determined as of
the Valuation Date that is 12 months after the Valuation Date immediately
following the
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Termination of Employment and shall be actually paid (or, in the case of
installments, commenced) by the Employers as soon as practicable after such
determination.
7.1.1. Application for Distribution. A Participant shall not be required to
make application to receive payment. Distribution shall not be made to any
Beneficiary, however, until such Beneficiary shall have filed a written
application for benefits in a form acceptable to the Committee and such
application shall have been approved by the Committee.
7.1.2. Code ss.162(m) Delay. If the Committee (or, for any Section 16
Officer, the Board of Directors) determines that delaying the time that initial
payments are made or commenced would increase the probability that such payments
would be fully deductible for federal or state income tax purposes, the
Employers may unilaterally delay the time of the making or commencement of
payments for up to twenty-four (24) months after the date such payments would
otherwise be payable.
7.2. Form of Distribution. Distribution of the Participant's Account shall be
made as follows:
(a) Lump Sum. Unless the Participant qualifies to receive installments as
permitted by Section 7.2(b), distribution shall be made in the form of
a single lump sum.
(b) Installments.
(i) Eligibility for Installments. A Participant's Account shall be
distributed in the form of a series of 5, 10 or 15 annual
installments if, and only if, the Participant both (a) at
Termination of Employment is at least age 55 and has at least 5
years of continuous service with the Employers or one or more
Affiliates, and (b) has made an election to receive distribution
of the Account in either 5, 10 or 15 installments as described in
Section 7.3.
(ii) Time and Amount of Installments. The amount of each installment
shall be determined, as of a Valuation Date, by dividing the
amount of the Account as of the Valuation Date as of which the
installment is being paid by the number of remaining installment
payments to be made (including the payment being determined).
After the first installment, the amount of future installments
will be determined as of each following December 31 (beginning
with the December 31 immediately following the first
installment). Such installments shall be actually paid as soon as
practicable after each such determination.
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(iii) Request for Lump Sum Payment. On forms furnished by and filed
with the Committee, a Participant who is receiving installments
may elect to receive the total remaining balance of the Account
(but not part thereof) for any reason, provided that the Account
balance will be reduced by a penalty of 10%, with the result that
the Participant will receive 90% of the Account balance and 10%
of the Account balance will be forfeited to the Employers. The
amount of such distribution will be determined as of the
Valuation Date coincident with or next following receipt of the
request by the Committee and shall be actually paid by the
Employers to the Participant as soon as practicable after such
determination.
7.3. Election of Time and Form of Distribution. On forms furnished by and filed
with the Committee, each Participant shall elect at the time of initial
enrollment:
(a) whether the amount of the distribution to be made (or, in the case of
installments, commenced) shall be determined either (i) as of the
Valuation Date immediately following Termination of Employment, or
(ii) as of the Valuation Date that is 12 months after the Valuation
Date immediately following Termination of Employment, and
(b) whether distribution shall be made (i) in a lump sum, or (ii) in
either 5, 10 or 15 annual installments if the Participant so qualifies
as described in Section 7.2(b).
On forms furnished by and filed with the Committee, such elections may be
changed by the Participant, provided that:
(a) no change shall be effective until 12 months after it is received by
the Committee, and
(b) no change may be filed within 12 months after the initial election
(or, if one or more prior changes has been filed, within 12 months
after the latest of such changes was filed).
No spouse, former spouse, Beneficiary or other person shall have any right to
participate in the Participant's election to revise distribution elections.
7.4. Payment to Beneficiary.
7.4.1. Payment to Beneficiary for Death After Termination of Employment.
The Beneficiary of a Participant who dies after a Termination of Employment
shall receive distribution of the Participant's Account at such time and in such
form as the Participant would have
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received had the Participant survived. For each Valuation Date after the
Participant's death, the Measuring Investment for the Account will be the 1 year
Treasury Note rate as of the immediately preceding March 31.
7.4.2. Payment to Beneficiary for Death Before Termination of Employment.
If a Participant dies before Termination of Employment, such Participant's
Beneficiary will receive payment of the Participant's Account in three (3)
installments as described in Section 7.2(b)(ii), with the amount of the first
installment determined as of the Valuation Date immediately following the date
of the Participant's death. If such Participant at death either (a) had a
positive Account balance or (b) had a currently effective deferral election
under Section 3.1 or 3.2, then the Participant's Account balance payable to the
Beneficiary shall be increased as of the Valuation Date following the
Participant's death by an amount equal to the lesser of (a) 200% of the total
amount of the Participant's voluntary deferrals credited to the Account under
Sections 3.1 and 3.2 (disregarding any adjustments from Measuring Investments
and disregarding any prior distributions), or (b) $2,000,000. If the Participant
dies by suicide within two (2) years of initial enrollment, this additional
amount will not be added to the Account. For each Valuation Date after the
Participant's death, the Measuring Investment for the Account will be the 1 year
Treasury Note rate as of the immediately preceding March 31.
7.5. Designation of Beneficiaries.
7.5.1. Right to Designate. Each Participant may designate, upon forms to be
furnished by and filed with the Committee, one or more primary Beneficiaries or
alternative Beneficiaries to receive all or a specified part of such
Participant's Account in the event of such Participant's death. The Participant
may change or revoke any such designation from time to time without notice to or
consent from any Beneficiary. No such designation, change or revocation shall be
effective unless executed by the Participant and received by the Committee
during the Participant's lifetime.
7.5.2. Spousal Consent. Notwithstanding the foregoing, a designation will
not be valid for the purpose of paying benefits from the Plan to anyone other
than a surviving spouse of the Participant (if there is a surviving spouse)
unless that surviving spouse consents in writing to the designation of another
person as Beneficiary. To be valid, the consent of such spouse must be in
writing, and must acknowledge the effect of the designation of the Beneficiary.
The consent of the spouse must be to the designation of a specific named
Beneficiary which may not be changed without further spousal consent, or
alternatively, the consent of the spouse must expressly permit the Participant
to make and to change the designation of Beneficiaries without any requirement
of further spousal consent. The consent of the spouse to a Beneficiary is a
waiver of the spouse's rights to death benefits under the Plan. The consent of
the surviving spouse need not be given at the time the designation is made. The
consent of the surviving spouse need not be given before the death of the
Participant. The consent of the surviving spouse will be required, however,
before benefits can be paid to any person other than the surviving spouse. The
consent of a spouse shall be irrevocable and shall be effective only with
respect to that spouse. The provisions of this Section 7.5.2 shall not
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apply to a spouse of a Participant who became such after benefits have commenced
to such Participant.
7.5.3. Failure of Designation. If a Participant:
(a) fails to designate a Beneficiary,
(b) designates a Beneficiary and thereafter revokes such designation
without naming another Beneficiary, or
(c) designates one or more Beneficiaries and all such Beneficiaries
so designated fail to survive the Participant,
such Participant's Account, or the part thereof as to which such Participant's
designation fails, as the case may be, shall be payable to the first class of
the following classes of automatic Beneficiaries with a member surviving the
Participant and (except in the case of surviving issue) in equal shares if there
is more than one member in such class surviving the Participant:
Participant's surviving spouse
Participant's surviving issue per stirpes and not per capita
Participant's surviving parents Participant's surviving brothers and
sisters Representative of Participant's estate.
7.5.4. Disclaimers by Beneficiaries. A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Account may
disclaim an interest therein subject to the following requirements. To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant's death. Any disclaimer
must be in writing and must be executed personally by the Beneficiary before a
notary public. A disclaimer shall state that the Beneficiary's entire interest
in the undistributed Account is disclaimed or shall specify what portion thereof
is disclaimed. To be effective, duplicate original executed copies of the
disclaimer must be both executed and actually delivered to the Committee after
the date of the Participant's death but not later than one hundred eighty (180)
days after the date of the Participant's death. A disclaimer shall be
irrevocable when delivered to the Committee. A disclaimer shall be considered to
be delivered to the Committee only when actually received by the Committee. The
Committee shall be the sole judge of the content, interpretation and validity of
a purported disclaimer. Upon the filing of a valid disclaimer, the Beneficiary
shall be considered not to have survived the Participant as to the interest
disclaimed. A disclaimer by a Beneficiary shall not be considered to be a
transfer of an interest in violation of any other provisions under this Plan. No
other form of attempted disclaimer shall be recognized by the Committee.
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7.5.5. Definitions. When used herein and, unless the Participant has
otherwise specified in the Participant's Beneficiary designation, when used in a
Beneficiary designation, "issue" means all persons who are lineal descendants of
the person whose issue are referred to, including legally adopted descendants
and their descendants but not including illegitimate descendants and their
descendants; "child" means an issue of the first generation; "per stirpes" means
in equal shares among living children of the person whose issue are referred to
and the issue (taken collectively) of each deceased child of such person, with
such issue taking by right of representation of such deceased child; and
"survive" and "surviving" mean living after the death of the Participant.
7.5.6. Special Rules. Unless the Participant has otherwise specified in the
Participant's Beneficiary designation, the following rules shall apply:
(a) If there is not sufficient evidence that a Beneficiary was living
at the time of the death of the Participant, it shall be deemed
that the Beneficiary was not living at the time of the death of
the Participant.
(b) The automatic Beneficiaries specified in Section 7.5.3 and the
Beneficiaries designated by the Participant shall become fixed at
the time of the Participant's death so that, if a Beneficiary
survives the Participant but dies before the receipt of all
payments due such Beneficiary hereunder, such remaining payments
shall be payable to the representative of such Beneficiary's
estate.
(c) If the Participant designates as a Beneficiary the person who is
the Participant's spouse on the date of the designation, either
by name or by relationship, or both, the dissolution, annulment
or other legal termination of the marriage between the
Participant and such person shall automatically revoke such
designation. (The foregoing shall not prevent the Participant
from designating a former spouse as a Beneficiary on a form
executed by the Participant and received by the Committee after
the date of the legal termination of the marriage between the
Participant and such former spouse, and during the Participant's
lifetime.)
(d) Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the Participant
shall be given effect without regard to whether the relationship
to the Participant exists either then or at the Participant's
death.
(e) Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to
designate the person or persons standing in such relationship to
the Participant at the Participant's death.
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The Committee shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.
7.6. Death Prior to Full Distribution. If, at the death of the Participant, any
payment to the Participant was due or otherwise pending but not actually paid,
the amount of such payment shall be included in the Account which is payable to
the Beneficiary (and shall not be paid to the Participant's estate).
7.7. Facility of Payment. In case of the legal disability, including minority,
of a Participant or Beneficiary entitled to receive any distribution under this
Plan, payment shall be made by the Employers, if the Committee shall be advised
of the existence of such condition:
(a) to the duly appointed guardian, conservator or other legal
representative of such Participant or Beneficiary, or
(b) to a person or institution entrusted with the care or maintenance
of the incompetent or disabled Participant or Beneficiary,
provided such person or institution has satisfied the Committee
that the payment will be used for the best interest and assist in
the care of such Participant or Beneficiary, and provided
further, that no prior claim for said payment has been made by a
duly appointed guardian, conservator or other legal
representative of such Participant or Beneficiary.
Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Employers therefor.
7.8. In-Service Distributions.
7.8.1. Pre-Selected In-Service Distributions. If a Participant so elects
upon initial enrollment in the Plan under Section 3, distribution will be made
to such Participant prior to Termination of Employment under the following
rules:
(a) On forms furnished by and filed with the Committee, each
Participant has a one-time opportunity to select one or more
in-service distribution dates and amounts at the time of initial
enrollment only.
(b) No such distribution will be made before the April 1 that follows
the third full Plan Year after the Participant first enrolled.
(c) Only one such distribution will be made in any Plan Year.
(d) On forms furnished by and filed with the Committee, any
pre-selected distribution date may be extended (one time only),
provided that such
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extension must be received by the Committee at least 12 months
before the scheduled date of distribution.
(e) On forms furnished by and filed with the Committee, any
pre-selected distribution date may be cancelled (whether or not
previously extended), provided that such cancellation must be
received by the Committee at least 12 months before the scheduled
date of distribution.
(f) The distribution amount shall be determined as of the Valuation
Date coincident with or next following the pre-selected
distribution date and shall be actually paid as soon as
practicable after such determination.
7.8.2. On Demand In-Service Distributions. On forms furnished by and filed
with the Committee, a Participant may request to receive all or part of such
Participant's Account prior to Termination of Employment for any reason,
provided that the requested distribution amount will be reduced by a penalty
equal to 10% of the requested amount, with the result that the Participant will
receive 90% of the requested amount and 10% of the requested amount will be
forfeited to the Employers. The amount of such distribution shall be determined
as of the Valuation Date coincident with or next following receipt of the
request by the Committee and shall be actually paid by the Employers to the
Participant as soon as practicable after such determination. If a Participant
receives such a distribution, such Participant's deferrals under Section 3 will
then cease. The Participant may not again elect to defer compensation until the
enrollment period for the Plan Year that begins at least 12 months after such
distribution.
7.8.3. In-Service Distribution for Financial Hardship. On forms furnished
by and filed with the Committee, a Participant may request to receive all or
part of such Participant's Account prior to Termination of Employment to
alleviate a Financial Hardship. For purposes of the Plan, "Financial Hardship"
means a severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent (as defined in
Section 152(a) of the Code), loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable emergency circumstances arising
as a result of events beyond the control of the Participant. If a hardship is or
may be relieved either (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Participant's assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship), or
(c) by cessation of deferrals under this Plan or any 401(k) plan, then the
hardship shall not constitute a Financial Hardship for purposes of this Plan.
The amount of such distribution shall be determined as of the Valuation Date
next preceding approval of the request by the Committee and shall be actually
paid as soon as practicable after such approval. If a Participant receives a
distribution due to Financial Hardship, such Participant's deferrals under
Section 3 will then cease. The Participant may not again elect to defer
compensation until the enrollment period for the Plan Year that begins at least
12 months after such distribution. A Beneficiary of a deceased Participant may
also request an early distribution for Financial Hardship.
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7.9. Effect of Disability. If the Participant becomes Disabled while actively
employed by the Employers or an Affiliate, the Participant may by written notice
to the Committee suspend further deferrals while so Disabled. If a Disabled
Participant has a Termination of Employment, such Participant will be deemed to
be age 55 and to have 5 years of continuous service for purposes of determining
distributions under Section 7. For purposes of the Plan, "Disabled" means that
the Participant has been determined to be totally and permanently disabled
either (a) for social security purposes, (b) for purposes of any
Employer-sponsored long term disability plan or policy, or (c) for purposes of
worker's compensation.
7.10. Distributions in Cash. All distributions from this Plan shall be made in
cash.
SECTION 8
FUNDING OF PLAN
8.1. Unfunded Plan. The obligation of the Employers to make payments under this
Plan constitutes only the unsecured (but legally enforceable) joint and several
promises of the Employers to make such payments. No Participant shall have any
lien, prior claim or other security interest in any property of the Employers.
The Employers shall have no obligation to establish or maintain any fund, trust
or account (other than a bookkeeping account or reserve) for the purpose of
funding or paying the benefits promised under this Plan. If such a fund, trust
or account is established, the property therein shall remain the sole and
exclusive property of the Employers. The Employers shall be obligated to pay the
cost of this Plan out of its general assets. All references to accounts,
accruals, gains, losses, income, expenses, payments, custodial funds and the
like are included merely for the purpose of measuring the Employers' obligation
to Participants in this Plan and shall not be construed to impose on the
Employers the obligation to create any separate fund for purposes of this Plan.
8.2. Corporate Obligation. Neither any officer of any Employer nor any member of
the Committee in any way secures or guarantees the payment of any benefit or
amount which may become due and payable hereunder to or with respect to any
Participant. Each Participant and other person entitled at any time to payments
hereunder shall look solely to the assets of the Employers for such payments as
an unsecured, general creditor. After benefits shall have been paid to or with
respect to a Participant and such payment purports to cover in full the benefit
hereunder, such former Participant or other person or persons, as the case may
be, shall have no further right or interest in the other assets of the Employers
in connection with this Plan. No person shall be under any liability or
responsibility for failure to effect any of the objectives or purposes of this
Plan by reason of the insolvency of the Employers.
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SECTION 9
AMENDMENT AND TERMINATION
9.1. Amendment and Termination. The Board of Directors may unilaterally amend
the Plan Statement prospectively, retroactively or both, at any time and for any
reason deemed sufficient by it without notice to any person affected by this
Plan and may likewise terminate this Plan both with regard to persons receiving
benefits and persons expecting to receive benefits in the future; provided,
however, that:
(a) the benefit, if any, payable to or with respect to a Participant
who has had a Termination of Employment as of the effective date
of such amendment or the effective date of such termination shall
not be, without the written consent of the Participant,
diminished or delayed by such amendment or termination (but the
Board of Directors may terminate the Plan completely and provide
for immediate payment of all Accounts under the Plan in single
lump sum payments), and
(b) the benefit, if any, payable to or with respect to each other
Participant determined as if such Participant had a Termination
of Employment on the effective date of such amendment or the
effective date of such termination shall not be, without the
written consent of the Participant, diminished or delayed by such
amendment or termination (but the Board of Directors may
terminate the Plan completely and provide for immediate payment
of all Accounts under the Plan in single lump sum payments).
9.2. No Oral Amendments. No modification of the terms of the Plan Statement or
termination of this Plan shall be effective unless it is in writing and signed
on behalf of the Board of Directors by a person authorized to execute such
writing. No oral representation concerning the interpretation or effect of the
Plan Statement shall be effective to amend the Plan Statement.
9.3. Plan Binding on Successors. Alliant will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of Alliant), by agreement, to
expressly assume and agree to perform this Plan in the same manner and to the
same extent that Alliant would be required to perform it if no such succession
had taken place.
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SECTION 10
DETERMINATIONS -- RULES AND REGULATIONS
10.1. Determinations. The Board of Directors and the Committee shall make such
determinations as may be required from time to time in the administration of
this Plan. The Board of Directors and the Committee shall have the discretionary
authority and responsibility to interpret and construe the Plan Statement and to
determine all factual and legal questions under this Plan, including but not
limited to the entitlement of Participants and Beneficiaries, and the amounts of
their respective interests. Each interested party may act and rely upon all
information reported to them hereunder and need not inquire into the accuracy
thereof, nor be charged with any notice to the contrary.
10.2. Rules and Regulations. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Committee.
10.3. Method of Executing Instruments. Information to be supplied or written
notices to be made or consents to be given by the Committee pursuant to any
provision of the Plan Statement may be signed in the name of the Committee by
any officer who has been authorized to make such certification or to give such
notices or consents.
10.4. Claims Procedure. The claims procedure set forth in this Section 10.4
shall be the exclusive administrative procedure for the disposition of claims
for benefits arising under this Plan.
10.4.1. Original Claim. Any person may, if he or she so desires, file with
the Committee a written claim for benefits under this Plan. Within ninety (90)
days after the filing of such a claim, the Committee shall notify the claimant
in writing whether the claim is upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred
eighty (180) days from the date the claim was filed) to reach a decision on the
claim. If the claim is denied in whole or in part, the Committee shall state in
writing:
(a) the specific reasons for the denial;
(b) the specific references to the pertinent provisions of the Plan
Statement on which the denial is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary; and
(d) an explanation of the claims review procedure set forth in this
section.
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10.4.2. Review of Denied Claim. Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may file
with the Board of Directors a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty (60)
days after the filing of such a request for review, the Board of Directors shall
notify the claimant in writing whether, upon review, the claim was upheld or
denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty (120) days from the date
the request for review was filed) to reach a decision on the request for review.
10.4.3. General Rules.
(a) No inquiry or question shall be deemed to be a claim or a request
for a review of a denied claim unless made in accordance with the
claims procedure. The Committee may require that any claim for
benefits and any request for a review of a denied claim be filed
on forms to be furnished by the Committee upon request.
(b) All decisions on Original claims shall be made by the Committee
and all decisions on requests for a review of denied claims shall
be made by the Board of Directors.
(c) the Committee and the Board of Directors may, in their
discretion, hold one or more hearings on a claim or a request for
a review of a denied claim.
(d) A claimant may be represented by a lawyer or other representative
(at the claimant's own expense), but the Committee and the Board
of Directors reserves the right to require the claimant to
furnish written authorization. A claimant's representative shall
be entitled, upon request, to copies of all notices given to the
claimant.
(e) The decision of the Committee on a claim and a decision of the
Board of Directors on a request for a review of a denied claim
shall be served on the claimant in writing. If a decision or
notice is not received by a claimant within the time specified,
the claim or request for a review of a denied claim shall be
deemed to have been denied.
(f) Prior to filing a claim or a request for a review of a denied
claim, the claimant or his or her representative shall have a
reasonable opportunity to review a copy of the Plan Statement and
all other pertinent documents in the possession of the Committee
and the Board of Directors.
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(g) The Committee and the Board of Directors may permanently or
temporarily delegate its responsibilities under this claims
procedure to an individual or a committee of individuals.
10.5. Limitations and Exhaustion.
10.5.1. Limitations. No claim shall be considered under these
administrative procedures unless it is filed with the Committee within one (1)
year after the claimant knew (or reasonably should have known) of the principal
facts on which the claim is based. Every untimely claim shall be denied by the
Committee without regard to the merits of the claim. No legal action (whether
arising under section 502 or section 510 of ERISA or under any other statute or
non-statutory law) may be brought by any claimant on any matter pertaining to
this Plan unless the legal action is commenced in the proper forum before the
earlier of:
(a) two (2) years after the claimant knew (or reasonably should have
known) of the principal facts on which the claim is based, or
(b) ninety (90) days after the claimant has exhausted these
administrative procedures.
Knowledge of all facts that a Participant knew (or reasonably should have known)
shall be imputed to each claimant who is or claims to be a Beneficiary of the
Participant (or otherwise claims to derive an entitlement by reference to a
Participant) for the purpose of applying the one (1) year and two (2) year
periods.
10.5.2. Exhaustion Required. The exhaustion of these administrative
procedures is mandatory for resolving every claim and dispute arising under this
Plan. As to such claims and disputes:
(a) no claimant shall be permitted to commence any legal action
relating to any such claim or dispute (whether arising under
section 502 or section 510 of ERISA or under any other statute or
non-statutory law) unless a timely claim has been filed under
these administrative procedures and these administrative
procedures have been exhausted; and
(b) in any such legal action all explicit and implicit determinations
by the Committee and the Board of Directors (including, but not
limited to, determinations as to whether the claim was timely
filed) shall be afforded the maximum deference permitted by law.
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<PAGE>
SECTION 11
PLAN ADMINISTRATION
11.1. Officers. Except as hereinafter provided, functions generally assigned to
Alliant shall be discharged by its officers or delegated and allocated as
provided herein.
11.2. Chief Executive Officer. Except as hereinafter provided, the CEO may
delegate or redelegate and allocate and reallocate to one or more persons or to
a committee of persons jointly or severally, and whether or not such persons are
directors, officers or employees, such functions assigned to Alliant generally
hereunder as the CEO may from time to time deem advisable.
11.3. Board of Directors. Notwithstanding the foregoing, the Board of Directors
shall have the exclusive authority, which may not be delegated, to amend the
Plan Statement, to terminate this Plan and to determine eligibility of Section
16 Officers to participate in this Plan under Section 2.
11.4. Committee. The Committee shall:
(a) keep a record of all its proceedings and acts and keep all books
of account, records and other data as may be necessary for the
proper administration of the Plan; notify the Employers of any
action taken by the Committee and, when required, notify any
other interested person or persons;
(b) determine from the records of the Employers the compensation,
status and other facts regarding Participants and other
employees;
(c) prescribe forms to be used for distributions, notifications,
etc., as may be required in the administration of the Plan;
(d) set up such rules, applicable to all Participants similarly
situated, as are deemed necessary to carry out the terms of this
Plan Statement;
(e) perform all other acts reasonably necessary for administering the
Plan and carrying out the provisions of this Plan Statement and
performing the duties imposed on it by the Board of Directors of
Alliant;
(f) resolve all questions of administration of the Plan not
specifically referred to in this section;
(g) in accordance with regulations of the Secretary of Labor, provide
adequate notice in writing to any claimant whose claim for
benefits under the Plan has been denied, setting forth the
specific reasons for such denial, written in a manner calculated
to be understood by the claimant; and
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<PAGE>
(h) delegate or redelegate to one or more persons, jointly or
severally, and whether or not such persons are members of the
Committee or employees of any Employer, such functions assigned
to the Committee hereunder as it may from time to time deem
advisable.
If there shall at any time be three (3) or more members of the Committee serving
hereunder who are qualified to perform a particular act, the same may be
performed, on behalf of all, by a majority of those qualified, with or without
the concurrence of the minority. No person who failed to join or concur in such
act shall be held liable for the consequences thereof, except to the extent that
liability is imposed under ERISA.
11.5. Delegation. The Board of Directors and the members of the Committee shall
not be liable for an act or omission of another person with regard to a
responsibility that has been allocated to or delegated to such other person
pursuant to the terms of the Plan Statement or pursuant to procedures set forth
in the Plan Statement.
11.6. Conflict of Interest. If any individual to whom authority has been
delegated or redelegated hereunder shall also be a Participant in this Plan,
such Participant shall have no authority with respect to any matter specially
affecting such Participant's individual rights hereunder or the interest of a
person superior to him or her in the organization (as distinguished from the
rights of all Participants and Beneficiaries or a broad class of Participants
and Beneficiaries), all such authority being reserved exclusively to other
individuals as the case may be, to the exclusion of such Participant, and such
Participant shall act only in such Participant's individual capacity in
connection with any such matter.
11.7. Administrator. Alliant shall be the administrator for purposes of section
3(16)(A) of ERISA.
11.8. Service of Process. In the absence of any designation to the contrary by
the Committee, the General Counsel of Alliant is designated as the appropriate
and exclusive agent for the receipt of process directed to this Plan in any
legal proceeding, including arbitration, involving this Plan.
11.9. Expenses. All expenses of administering this Plan shall be borne by the
Employers.
11.10. Tax Withholding. The Employers shall withhold the amount of any federal,
state or local income tax or other tax required to be withheld by the Employers
under applicable law with respect to any amount payable under this Plan.
11.11. Certifications. Information to be supplied or written notices to be made
or consents to be given by the Committee pursuant to any provision of this Plan
may be signed in the name of the Committee by any officer who has been
authorized to make such certification or to give such notices or consents.
-20-
<PAGE>
11.12. Errors in Computations. The Employers shall not be liable or responsible
for any error in the computation of the Account or the determination of any
benefit payable to or with respect to any Participant resulting from any
misstatement of fact made by the Participant or by or on behalf of any survivor
to whom such benefit shall be payable, directly or indirectly, to the Employers
and used by the Committee in determining the benefit. The Committee shall not be
obligated or required to increase the benefit payable to or with respect to such
Participant which, on discovery of the misstatement, is found to be understated
as a result of such misstatement of the Participant. However, the benefit of any
Participant which is overstated by reason of any such misstatement or any other
reason shall be reduced to the amount appropriate in view of the truth (and to
recover any prior overpayment).
SECTION 12
CONSTRUCTION
12.1. Applicable Laws.
12.1.1. ERISA Status. This Plan is adopted with the understanding that it
is an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as
provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each
provision shall be interpreted and administered accordingly.
12.1.2. IRC Status. This Plan is intended to be a nonqualified deferred
compensation arrangement. The rules of section 401(a) et. seq. of the Code shall
not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of
the Code shall apply to this Plan.
12.1.3. References to Laws. Any reference in the Plan Statement to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation.
12.2. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any
person's employment rights or obligations or rights or obligations under any
other employee pension benefit or employee welfare benefit plan.
12.3. Disqualification. Notwithstanding any other provision of the Plan
Statement or any election or designation made under this Plan, any potential
Beneficiary who feloniously and intentionally kills a Participant shall be
deemed for all purposes of this Plan and all elections and designations made
under this Plan to have died before such Participant. A final judgment of
conviction of felonious and intentional killing is conclusive for this purpose.
In the absence of a
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<PAGE>
conviction of felonious and intentional killing, the Committee shall determine
whether the killing was felonious and intentional for this purpose.
12.4. Rules of Document Construction.
(a) An individual shall be considered to have attained a given age on
such individual's birthday for that age (and not on the day
before). Individuals born on February 29 in a leap year shall be
considered to have their birthdays on February 28 in each year
that is not a leap year.
(b) Whenever appropriate, words used herein in the singular may be
read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and
the words "hereof," "herein" or "hereunder" or other similar
compounds of the word "here" shall mean and refer to the entire
Plan Statement and not to any particular paragraph or Section of
the Plan Statement unless the context clearly indicates to the
contrary.
(c) The titles given to the various Sections of the Plan Statement
are inserted for convenience of reference only and are not part
of the Plan Statement, and they shall not be considered in
determining the purpose, meaning or intent of any provision
hereof.
(d) Notwithstanding any thing apparently to the contrary contained in
the Plan Statement, the Plan Statement shall be construed and
administered to prevent the duplication of benefits provided
under this Plan and any other qualified or nonqualified plan
maintained in whole or in part by the Employers.
12.5. Choice of Law. This instrument has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State
and shall, except to the extent that federal law is controlling, be construed
and enforced in accordance with the laws of the State of Minnesota.
12.6. No Employment Contract. This Plan is not and shall not be deemed to
constitute a contract of employment between an Employer and any person, nor
shall anything herein contained be deemed to give any person any right to be
retained in an Employer's employ or in any way limit or restrict the Employer's
right or power to discharge any person at any time and to treat any person
without regard to the effect which such treatment might have upon him or her as
a Participant in this Plan. Neither the terms of the Plan Statement nor the
benefits under this Plan nor the continuance of the Plan shall be a term of the
employment of any employee. The Employers shall not be obliged to continue this
Plan.
-22-
<PAGE>
Exhibit 5
Alliant Techsystems Inc.
600 Second Street NE
Hopkins, MN 55343-8384
August 4, 1999
Board of Directors
Alliant Techsystems Inc.
600 Second Street NE
Hopkins, MN 55343-8384
Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission relating to $10,000,000 of deferred compensation obligations (the
"Deferred Compensation Obligations") of Alliant Techsystems Inc. (the "Company")
under the Company's Management Deferred Compensation Plan (the "Plan").
As Vice President and General Counsel of the Company, I, or other attorneys
reporting to me, have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. In such capacity, I, or
other attorneys reporting to me, have examined the corporate records of the
Company, including its Restated Certificate of Incorporation, as amended, its
By-Laws, minutes of all meetings of its directors and stockholders, and other
documents which I have deemed relevant or necessary as the basis for my opinions
as hereinafter set forth.
Based upon the foregoing, I am of the opinion that the Deferred
Compensation Obligations have been duly authorized and, when created in
accordance with the terms of the Plan, will be valid and binding obligations of
the Company enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
application relating to or affecting enforcement of creditors' remedies or by
general principles of equity.
My opinions expressed above are limited to the laws of the State of
Minnesota.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the caption "Interests
of Named Experts and Counsel" contained in the Registration Statement.
Very truly yours,
/s/ Daryl L. Zimmer
Daryl L. Zimmer
Vice President and General Counsel
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement for
the Alliant Techsystems Inc. Management Deferred Compensation Plan on Form S-8
of our reports dated May 10, 1999, appearing in the Annual Report on Form 10-K
of Alliant Techsystems Inc. for the year ended March 31, 1999.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
August 2, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned directors and/or officers of Alliant Techsystems
Inc., a Delaware corporation (the "Corporation"), (a) hereby constitutes and
appoints Paul David Miller, Scott S. Meyers, Daryl L. Zimmer and Charles H.
Gauck, and each of them (with full power to each of them to act alone), the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for the undersigned in the undersigned's name,
place and stead, in any and all capacities (including without limitation, as
director and/or principal executive officer, principal financial officer,
principal accounting officer or any other officer of the Corporation), (i) to
sign a registration statement, and any and all amendments thereto, including
post-effective amendments, on Form S-8 relating to the Alliant Techsystems Inc.
Management Deferred Compensation Plan (the "Plan"), and the deferred
compensation obligations under the Plan, which is to be filed with the U.S.
Securities and Exchange Commission, with all exhibits thereto, and any and all
documents in connection therewith, and (ii) to perform each and every act and do
each and every thing requisite and necessary to be done in order to effectuate
the same as fully to all intents and purposes as the undersigned might or could
do if personally present; and (b) hereby ratifies, approves and confirms all
that each of the above-named attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 3rd day of August, 1999.
<TABLE>
<CAPTION>
NAME TITLE (CAPACITY) SIGNATURE
---- ---------------- ---------
<S> <C> <C>
Paul David Miller Director, Chairman of the Board and /s/ Paul David Miller
Board and Chief Executive Officer (principal -------------------------
executive officer)
Peter A. Bukowick Director, President and Chief Operating /s/ Peter A. Bukowick
Officer -------------------------
Gilbert F. Decker Director /s/ Gilbert F. Decker
-------------------------
Thomas L. Gossage Director /s/ Thomas L. Gossage
-------------------------
Joel M. Greenblatt Director /s/ Joel M. Greenblatt
-------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Jonathan G. Guss Director /s/ Jonathan G. Guss
-------------------------
David E. Jeremiah Director /s/ David E. Jeremiah
-------------------------
Gaynor N. Kelley Director /s/ Gaynor N. Kelley
-------------------------
Joseph F. Mazzella Director /s/ Joseph F. Mazzella
-------------------------
Daniel L. Nir Director /s/ Daniel L. Nir
-------------------------
Michael T. Smith Director /s/ Michael T. Smith
-------------------------
Scott S. Meyers Vice President, Treasurer and Chief /s/ Scott S. Meyers
Financial Officer (principal financial -------------------------
officer)
Paula J. Patineau Vice President and Controller (principal /s/ Paula J. Patineau
accounting officer) -------------------------
</TABLE>
