-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdeVLL/FT2yTQE4zaFSuFmiex4lmevVFgsSroz/r85I6rx5loqcOIoBZnUaCDIx9 rsCXYAak3Pkb4Lv0l+ObtQ== /in/edgar/work/20000619/0000912057-00-029052/0000912057-00-029052.txt : 20000920 0000912057-00-029052.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-029052 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL ATLANTIC CORP CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08606 FILM NUMBER: 657094 BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL STREET 2: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 11-K 1 a11-k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 11-K ------------- (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 ------------- Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic South ------------- Bell Atlantic Corporation 1095 Avenue of the Americas, New York, New York 10036 BELL ATLANTIC SAVINGS and SECURITY PLAN for ASSOCIATES OF BELL ATLANTIC SOUTH As of December 31, 1999 and 1998
TABLE OF CONTENTS Independent Auditors' Report 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 2-3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998 4-5 Notes to Financial Statements 6-22 Signature Page 23
INDEPENDENT AUDITORS' REPORT To the Corporate Employees' Benefits Committee of Bell Atlantic Corporation: We have audited the accompanying Statements of Net Assets Available for Benefits of the Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic South (the "Plan") as of December 31, 1999 and 1998, and the related Statements of Changes in Net Assets Available for Benefits for the years then ended. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic South as of December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. /s/ Mitchell & Titus LLP New York, New York June 9, 2000 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 (DOLLARS IN THOUSANDS)
FUND INFORMATION ------------------------------------------------------------------- BELL GOVERNMENT PASSIVE U.S. ATLANTIC MONEY EQUITY SHARES MARKET INDEX INCOME LOAN FUND FUND FUND FUND FUND ------------- ------------- ------------ ----------- ------------ ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 1,411,534 $ 19,396 178,966 245,685 $ - Temporary cash investments - - 125 - - Bell Atlantic Corporation common shares - - - - - ------------- ------------- ------------ ----------- ------------ Total investments 1,411,534 19,396 179,091 245,685 - Receivables: Participants' contributions 39 4 8 8 - Loans to participants - - - - 82,001 Dividends and interest receivable - - 1 - - ------------- ------------- ------------ ----------- ------------ Total receivables 39 4 9 8 82,001 ------------- ------------- ------------ ----------- ------------ Total assets 1,411,573 19,400 179,100 245,693 82,001 LIABILITIES: Commitments (Note 2) - - - - - Notes payable (see Note 6) - - - - - ------------- ------------- ------------ ----------- ------------ Total liabilities - - - - - ------------- ------------- ------------ ----------- ------------ Net assets available for benefits (Notes 1 and 2 $ 1,411,573 $ 19,400 179,100 245,693 $ 82,001 ============= ============= ============ =========== ============ FUND INFORMATION ---------------------------------------------------------------------------------- EMPLOYEE STOCK PASSIVE OWNERSHIP PLAN INTERNATIONAL ACTIVE U.S. U.S. -------------------------- PAYSOP EQUITY INDEX EQUITY BALANCED ALLOCATED UNALLOCATED FUND FUND FUND FUND ------------- ------------ ------------ ------------- ------------ ------------- ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 471,069 $ - $ 157,309 $ 26,436 $ 12,595 $ 8,154 Temporary cash investments - - - - 9 6 Bell Atlantic Corporation common shares - 91,100 - - - - ------------- ------------ ----------- ------------- ------------ ------------- Total investments 471,069 91,100 157,309 26,436 12,604 8,160 Receivables: Participants' contributions 27 - - 1 3 1 Loans to participants - - - - - - Dividends and interest receivable - - - - - - ------------- ------------ ----------- ------------- ------------ ------------- Total receivables 27 - - 1 3 1 ------------- ------------ ----------- ------------- ------------ ------------- Total assets 471,096 91,100 157,309 26,437 12,607 8,161 LIABILITIES: Commitments (Note 2) - 11,823 - - - - Notes payable (see Note 6) - 47,051 - - - - ------------- ------------ ----------- ------------- ------------ ------------- Total liabilities - 58,874 - - - - ------------- ------------ ----------- ------------- ------------ ------------- Net assets available for benefits (Notes 1 and 2 $ 471,096 $ 32,226 $ 157,309 $ 26,437 $ 12,607 $ 8,161 ============= ============ =========== ============= ============ ============= FUND INFORMATION --------------------------------------------------------------------- ACTIVE U.S. BOND GLOBAL INTERNATIONAL U.S. SMALL MARKET BALANCED EQUITY CAPITALIZATION INDEX FUND FUND FUND FUND TOTAL ------------ -------------- ------------ ------------- ----------- ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 2,240 $ 13,055 $ 8,852 $ 9,863 $ 2,565,154 Temporary cash investments 2 9 6 157 Bell Atlantic Corporation common shares - - - - 91,100 ------------ -------------- ------------ ------------- ----------- Total investments 2,242 13,064 8,858 9,863 2,656,411 Receivables: Participants' contributions 1 1 1 1 95 Loans to participants - - - - 82,001 Dividends and interest receivable - - - - 1 ------------ -------------- ------------ ------------- ----------- Total receivables 1 1 1 1 82,097 ------------ -------------- ------------ ------------- ----------- Total assets 2,243 13,065 8,859 9,864 2,738,508 LIABILITIES: Commitments (Note 2) - - - - 11,823 Notes payable (see Note 6) - - - - 47,051 ------------ -------------- ------------ ------------- ----------- Total liabilities - - - - 58,874 ------------ -------------- ------------ ------------- ----------- Net assets available for benefits (Notes 1 and 2 $ 2,243 $ 13,065 $ 8,859 $ 9,864 $ 2,679,634 ============ ============== ============ ============= ===========
See notes to financial statements. 2 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)
FUND INFORMATION ------------------------------------------------------------------- BELL GOVERNMENT PASSIVE U.S. ATLANTIC MONEY EQUITY SHARES MARKET INDEX INCOME LOAN FUND FUND FUND FUND FUND ------------- ------------ ------------- ----------- ----------- ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 1,128,290 $ 15,231 $ 157,336 $ 265,239 $ - Temporary cash investments - - 4,102 - - Bell Atlantic Corporation common shares - - - - - ------------- ------------ ------------- ----------- ----------- Total investments 1,128,290 15,231 161,438 265,239 - Receivables: Participants' contributions 2,748 192 883 1,190 - Loan repayments 670 23 172 339 (1,283) Loans to participants - - - - 52,880 Other (1,544) 249 737 (825) - Dividends and interest receivable - - 51 - - ------------- ------------ ------------- ----------- ----------- Total receivables 1,874 464 1,843 704 51,597 ------------- ------------ ------------- ----------- ----------- Total assets 1,130,164 15,695 163,281 265,943 51,597 LIABILITIES: Notes Payable (see Note 6) - - - - - ------------- ------------ ------------- ----------- ----------- Net assets available for benefits (Notes 1 and 2) $ 1,130,164 $ 15,695 $ 163,281 $ 265,943 $ 51,597 ============= ============ ============= =========== =========== FUND INFORMATION -------------------------------------------------------------------- EMPLOYEE STOCK PASSIVE OWNERSHIP PLAN INTERNATIONAL ACTIVE U.S. -------------------------- PAYSOP EQUITY INDEX EQUITY ALLOCATED UNALLOCATED FUND FUND FUND ------------- ------------ ------------- -------------- ------------ ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 542,659 $ - $ 167,011 $ 22,808 $ 11,867 Temporary cash investments - - - - 309 Bell Atlantic Corporation common shares - 119,054 - - - ------------- ------------ ------------- -------------- ------------ Total investments 542,659 119,054 167,011 22,808 12,176 Receivables: Participants' contributions - - - 166 121 Loan repayments - - - 30 15 Loans to participants - - - - - Other 547 - (1,416) (39) (147) Dividends and interest receivable - - - - 4 ------------- ------------ ------------- -------------- ------------ Total receivables 547 - (1,416) 157 (7) ------------- ------------ ------------- -------------- ------------ Total assets 543,206 119,054 165,595 22,965 12,169 LIABILITIES: Notes Payable (see Note 6) - 87,981 - - - ------------- ------------ ------------- -------------- ------------ Net assets available for benefits (Notes 1 and 2) $ 543,206 $ 31,073 $ 165,595 $ 22,965 $ 12,169 ============= ============ ============= ============== ============ FUND INFORMATION ---------------------------------------------------------------------------- ACTIVE U.S. BOND U.S. GLOBAL INTERNATIONAL U.S. SMALL MARKET BALANCED BALANCED EQUITY CAPITALIZATION INDEX FUND FUND FUND FUND FUND TOTAL -------- -------- ------------- -------------- --------- ----- ASSETS: Investments at market (see Notes 2 and 3): Allocated Share of Master Trust net assets $ 8,994 $ 1,819 $ 1,843 $ 6,321 $ 12,396 $2,341,814 Temporary cash investments 234 47 48 165 - 4,905 Bell Atlantic Corporation common shares - - - - - 119,054 -------- -------- ------------ ----------- -------- ---------- Total investments 9,228 1,866 1,891 6,486 12,396 2,465,773 Receivables: Participants' contributions 60 20 23 63 94 5,560 Loan repayments 7 2 3 8 14 - Loans to participants - - - - - 52,880 Other 70 77 53 - 208 (2,030) Dividends and interest receivable 3 1 1 2 - 62 -------- -------- ------------ ----------- -------- ---------- Total receivables 140 100 80 73 316 56,472 -------- -------- ------------ ----------- -------- ---------- Total assets 9,368 1,966 1,971 6,559 12,712 2,522,245 LIABILITIES: Notes Payable (see Note 6) - - - - - 87,981 -------- -------- ------------ ----------- -------- ---------- Net assets available for benefits (Notes 1 and 2) $ 9,368 $ 1,966 $ 1,971 $ 6,559 $ 12,712 $2,434,264 ======== ======== ============ =========== ======== ==========
See notes to financial statements. 3 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 (DOLLARS IN THOUSANDS)
FUND INFORMATION --------------------------------------------------------------------- BELL GOVERNMENT PASSIVE U.S. ATLANTIC MONEY EQUITY SHARES MARKET INDEX INCOME LOAN FUND FUND FUND FUND FUND ------------ -------------- ------------ ----------- ---------- Additions: Allotments, Contributions and Transfers: Employee allotments $ 59,341 $ 3,379 $ 19,527 $ 21,938 $ - Interfund transfers 167,123 6,634 (9,255) (13,467) - Plan transfers-in 3,270 19 384 452 - Rollover contributions (Note 1) 1,528 (301) 537 485 - Loans to participants (32,953) (995) (6,120) (7,589) 63,031 Employing company contributions (Note 1) - - - - - Transfer for loan repayments 17,249 535 4,300 6,424 (32,627) ------------ -------------- ------------ ----------- ---------- Total allotments, contributions, and transfers 215,558 9,271 9,373 8,243 30,404 Investment income: Dividends/Interest 33,526 - - - - Interest on ESOP dividends - - - - - Allocated share of Master Trust investment activities (Note 3) 186,824 917 32,515 15,433 - ------------ -------------- ------------ ----------- ---------- Total additions (subtractions) 435,908 10,188 41,888 23,676 30,404 ------------ -------------- ------------ ----------- ---------- Deductions: Administrative expenses 2,509 46 348 678 - Distributions to participants 142,606 6,291 18,585 39,253 - Plan transfers-out 9,384 146 7,136 3,995 - ------------ ------------ ---------- --------- ---------- Total deductions 154,499 6,483 26,069 43,926 - ------------ -------------- ------------ ----------- ---------- Net increase(decrease) 281,409 3,705 15,819 (20,250) 30,404 Net assets available for benefits: Beginning of year 1,130,164 15,695 163,281 265,943 51,597 ------------ -------------- ------------ ----------- ---------- End of year (Notes 1 and 2) $ 1,411,573 $ 19,400 $ 179,100 $ 245,693 $ 82,001 ============ ============= =========== ========== ========= FUND INFORMATION ------------------------------------------------------------------ EMPLOYEE STOCK PASSIVE OWNERSHIP PLAN INTERNATIONAL ACTIVE ------------------------- PAYSOP EQUITY INDEX U.S. EQUITY ALLOCATED UNALLOCATED FUND FUND FUND ------------ ----------- ---------- ------------- ----------- Additions: Allotments, Contributions and Transfers: Employee allotments $ - $ - $ - $ 3,129 $ 2,549 Interfund transfers (143,474) - (4,375) (3,089) (2,216) Plan transfers-in 64 - 165 41 52 Rollover contributions (Note 1) - - 1 89 141 Loans to participants (12,824) - - (971) (460) Employing company contributions (Note 1) 71,814 (35,787) - - - Transfer for loan repayments 1,973 - - 682 405 ------------ ------------ ----------- ------------ ----------- Total allotments, contributions, and transfers (82,447) (35,787) (4,209) (119) 471 Investment income: Dividends/Interest 11,765 3,041 4,368 - - Interest on ESOP dividends - 230 - - - Allocated share of Master Trust investment activities (Note 3) 65,935 33,669 25,034 6,338 1,560 ------------ ------------ ----------- ------------ ------------- Total additions (subtractions) (4,747) 1,153 25,193 6,219 2,031 ------------ ------------ ----------- ------------ ------------- Deductions: Administrative expenses 1,632 - 339 72 62 Distributions to participants 60,914 - 29,071 1,978 1,013 Plan transfers-out 4,817 - 4,069 697 518 ------------ ------------ ----------- ------------ ------------- Total deductions 67,363 - 33,479 2,747 1,593 ------------ ------------ ----------- ------------ ------------- Net increase(decrease) (72,110) 1,153 (8,286) 3,472 438 Net assets available for benefits: Beginning of year 543,206 31,073 165,595 22,965 12,169 ------------ ------------ ----------- ------------ ------------- End of year (Notes 1 and 2) $ 471,096 $ 32,226 $ 157,309 $ 26,437 $ 12,607 ============ =========== ============ ============= =========== FUND INFORMATION ------------------------------------------------------------------------- ACTIVE U.S. BOND U.S. GLOBAL INTERNATIONAL U.S. SMALL MARKET BALANCED BALANCED EQUITY CAPITALIZATION INDEX FUND FUND FUND FUND FUND TOTAL ---------- ---------- ----------- --------------- ----------- -------- Additions: Allotments, Contributions and Transfers: Employee allotments $ 1,342 $ 499 $ 972 $ 1,251 $ 1,742 $ 115,669 Interfund transfers (2,049) (324) 7,714 (256) (2,966) - Plan transfers-in 6 24 25 12 39 4,553 Rollover contributions (Note 1) 359 45 57 90 49 3,080 Loans to participants (178) (101) (177) (185) (478) - Employing company contributions (Note 1) - - - - - 36,027 Transfer for loan repayments 227 80 196 216 340 - ---------- ---------- ----------- ------------- ------------- --------- Total allotments, contributions, and transfers (293) 223 8,787 1,128 (1,274) 159,329 Investment income: Dividends/Interest - - - - - 52,700 Interest on ESOP dividends - - - - - 230 Allocated share of Master Trust investment activities (Note 3) 616 299 2,843 1,989 (123) 373,849 ---------- ---------- ----------- ------------- ------------- --------- Total additions (subtractions) 323 522 11,630 3,117 (1,397) 586,108 ---------- ---------- ----------- ------------- ------------- --------- Deductions: Administrative expenses 41 12 306 58 31 6,134 Distributions to participants 864 163 457 408 1,181 302,784 Plan transfers-out 625 70 (227) 351 239 31,820 ---------- ---------- ----------- ------------- ------------- --------- Total deductions 1,530 245 536 817 1,451 340,738 ---------- ---------- ----------- ------------- ------------- --------- Net increase(decrease) (1,207) 277 11,094 2,300 (2,848) 245,370 Net assets available for benefits: Beginning of year 9,368 1,966 1,971 6,559 12,712 2,434,264 ---------- ---------- ----------- ------------- ------------- ---------- End of year (Notes 1 and 2) $ 8,161 $ 2,243 $ 13,065 $ 8,859 $ 9,864 $2,679,634 ========== ========== =========== ============= ============= ==========
See notes to financial statements. 4 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)
FUND INFORMATION ----------------------------------------------------------------------- BELL GOVERNMENT PASSIVE U.S. ATLANTIC MONEY EQUITY SHARES MARKET INDEX INCOME LOAN FUND FUND FUND FUND FUND ------------- --------------- ------------ ----------- ----------- Additions: Allotments, Contributions and Transfers: Employee allotments $ 40,454 $ 2,518 $ 17,259 $ 26,484 $ - Interfund transfers (6,292) 2,568 4,897 (23,046) - Plan transfers-in 2,116 7 94 90 - Plan transfer from PAYSOP (Note 1) - - - - - Rollover contributions (Note 1) 495 71 310 43 - Employing company contributions (Note 1) 24,447 - - - - Loans to participants (18,950) (551) (3,801) (9,277) 34,275 Transfer for loan repayments 12,735 421 3,400 6,731 (24,750) ------------- --------------- ------------ ----------- ----------- Total allotments, contributions, and transfers 55,005 5,034 22,159 1,025 9,525 Investment income: Dividends/Interest 45,135 - - - - Allocated share of Master Trust investments activities (Note 3) 155,891 1,091 34,077 16,729 - ------------- --------------- ------------ ----------- ----------- Total additions 256,031 6,125 56,236 17,754 9,525 ------------- --------------- ------------ ----------- ----------- Deductions: Administrative expenses 2,612 31 176 592 - Distributions to participants 116,284 2,903 11,471 36,027 - Plan transfers-out 10,089 62 1,134 1,241 383 ------------- --------------- ------------ ----------- ----------- Total deductions 128,985 2,996 12,781 37,860 383 ------------- --------------- ------------ ----------- ----------- Net increase(decrease) 127,046 3,129 43,455 (20,106) 9,142 Net assets available for benefits: Beginning of year 1,003,118 12,566 119,826 286,049 42,455 ------------- --------------- ------------ ----------- ----------- End of year (Notes 1 and 2) $ 1,130,164 $ 15,695 $ 163,281 $ 265,943 $ 51,597 ============= =============== ============ =========== =========== FUND INFORMATION -------------------------------------------------------------------------------- EMPLOYEE STOCK PASSIVE OWNERSHIP PLAN INTERNATIONAL ACTIVE U.S. ------------------------ PAYSOP EQUITY INDEX U.S. EQUITY BALANCED ALLOCATED UNALLOCATED FUND FUND FUND FUND ---------- ------------ --------- ------------- ----------- ---------- Additions: Allotments, Contributions and Transfers: Employee allotments $ - $ - $ - $ 3,646 $ 1,861 $ 896 Interfund transfers - - - (5,426) 9,708 8,303 Plan transfers-in - - 50 17 - - Plan transfer from PAYSOP (Note 1) - - 157,508 - - - Rollover contributions (Note 1) - - - 104 65 23 Employing company contributions (Note 1) 18,803 36,395 - - - - Loans to participants (160) - - (717) (199) (86) Transfer for loan repayments 10 - - 601 255 123 ---------- ------------ ------------ ------------- ----------- ---------- Total allotments, contributions, and transfers 18,653 36,395 157,558 (1,775) 11,690 9,259 Investment income: Dividends/Interest 3,909 4,170 (3,615) - - - Allocated share of Master Trust investments activities (Note 3) 85,003 (3,492) 28,452 4,718 1,213 724 ---------- ------------ ------------ ------------- ----------- ---------- Total additions 107,565 37,073 182,395 2,943 12,903 9,983 ---------- ------------ ------------ ------------- ----------- ---------- Deductions: Administrative expenses 141 37 36 49 35 20 Distributions to participants 12,360 43,713 16,383 1,612 631 538 Plan transfers-out 2,534 15,270 381 281 68 57 ---------- ------------ ------------ ------------- ----------- ---------- Total deductions 15,035 59,020 16,800 1,942 734 615 ---------- ------------ ------------ ------------- ----------- ---------- Net increase(decrease) 92,530 (21,947) 165,595 1,001 12,169 9,368 Net assets available for benefits: Beginning of year 450,676 53,020 - 21,964 - - ---------- ------------ ------------ ------------- ----------- ---------- End of year (Notes 1 and 2) $ 543,206 $ 31,073 $ 165,595 $ 22,965 $ 12,169 $ 9,368 ========== ============ ============ ============= =========== ========== FUND INFORMATION ------------------------------------------------------------------------- Active U.S. Bond Global International U.S. Small Market Balanced Equity Capitalization Index Fund Fund Fund Fund Total ------------ ------------ ---------------- ----------- ------------- Additions: Allotments, Contributions and Transfers: Employee allotments $ 304 $ 362 $ 1,049 $ 1,895 $ 96,728 Interfund transfers 1,597 1,607 5,406 678 - Plan transfers-in 11 18 8 22 2,433 Plan transfer from PAYSOP (Note 1) - - - - 157,508 Rollover contributions (Note 1) 17 25 48 87 1,288 Employing company contributions (Note 1) - - - - 79,645 Loans to participants (23) (43) (81) (387) - Transfer for loan repayments 35 50 146 243 - ----------- ------------ ---------------- ------------- ------------ Total allotments, contributions, and transfers 1,941 2,019 6,576 2,538 337,602 Investment income: Dividends/Interest - - - - 49,599 Allocated share of Master Trust investments activities (Note 3) 147 69 221 1,179 326,022 ----------- ------------ ---------------- ------------- ------------ Total additions 2,088 2,088 6,797 3,717 713,223 ----------- ------------ ---------------- ------------- ------------ Deductions: Administrative expenses 6 8 23 (16) 3,750 Distributions to participants 90 109 185 739 243,045 Plan transfers-out 26 - 30 121 31,677 ---------- ------------ ---------------- ------------- ------------- Total deductions 122 117 238 844 278,472 ---------- ------------ ---------------- ------------- ------------- Net increase(decrease) 1,966 1,971 6,559 2,873 434,751 Net assets available for benefits: Beginning of year - - - 9,839 1,999,513 ---------- ------------ ---------------- ------------- ------------- End of year (Notes 1 and 2) $ 1,966 $ 1,971 $ 6,559 $ 12,712 $ 2,434,264 ========== ============ ================ ============= =============
See notes to financial statements. 5 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) 1. PLAN DESCRIPTION The following description of the Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic South (the "BASSP") provides only general information on the BASSP's provisions as of December 31, 1999 and 1998. Participants should refer to the Benefits Handbook, BASSP plan document and prospectus for a more complete description of BASSP's provisions. The BASSP* was established by Bell Atlantic Corporation on January 1, 1984 to provide a convenient way for non-salaried employees to save on a regular and long-term basis. In August 1997, Bell Atlantic Corporation merged with NYNEX Corporation (the "Merger") to form the new Bell Atlantic Corporation ("Bell Atlantic"). The BASSP is a defined contribution plan covering all regular non-salaried employees primarily of the business units of the pre-merger Bell Atlantic and its participating subsidiaries. Employees are eligible to make tax-deferred or after-tax contributions to the BASSP upon completion of enrollment in the BASSP as soon as practicable following the date of hire. Employees are eligible to make tax-deferred or after-tax contributions to the BASSP and to receive matching employer contributions, upon completion of enrollment in the plan as soon as practicable following the date of hire. The BASSP is also characterized as an employee stock ownership plan ("ESOP"). ALLOTMENTS AND CONTRIBUTIONS Eligible employees may authorize basic contributions of 1% to 6% of salary, as defined, and supplementary contributions up to an additional 10% of salary. For employees of Bell Atlantic and most of its participating subsidiaries, Bell Atlantic makes employer matching contributions in an amount equal to 80% of basic contributions. Certain participating subsidiaries have other employee contribution and employer matching contribution arrangements. Contributions are subject to applicable rules set forth in the Internal Revenue Code (the "Code") and the regulations thereunder. Employer matching contributions are invested only in the Bell Atlantic Shares Fund until employees reach age fifty at which point the participant may begin to diversify the matching contributions. The BASSP provides for 100% vesting of employer matching contributions upon attaining three years of service. A terminated employee's unvested employer matching contributions are forfeited and offset against the participating companies' obligation to make subsequent contributions to the BASSP. Forfeitures were $169 and $164 in 1999 and 1998, respectively. - -------- * Certain other capitalized terms used but not defined herein shall have their respective meanings as defined in the BASSP Prospectus. 6 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) LOANS The BASSP includes an employee loan provision authorizing participants to borrow an amount from their vested account balances in the BASSP. Loans are generally repaid by payroll deductions. The term of repayment for loans generally will not be less than six months nor more than fifteen years. Each new loan will bear interest at a rate based upon the prime rate for loans up to sixty months and the prime plus one for loans from sixty-one months to one hundred eighty months as published in The Wall Street Journal. TERMINATION PRIORITIES Although it has not expressed any intent to do so, Bell Atlantic has the right under the BASSP to discontinue all employer matching contributions at any time and to terminate the BASSP subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"). In the event of plan termination, participants would become 100% vested in their accounts. FUND OPTIONS Participants are able to invest in one or more combinations of the following funds (referred to herein individually as a "Fund" and collectively as the "Funds"): Bell Atlantic Shares Fund, U.S. Bond Market Index Fund, Passive U.S. Equity Index Fund, Government Money Market Fund, Income Fund, Passive International Equity Index Fund, U.S. Balanced Fund, Global Balanced Fund, Active U.S. Equity Fund, Active International Equity Fund and U.S. Small Capitalization Fund. The ESOP component of the BASSP is described below. The Bell Atlantic Shares Fund invests primarily in the common stock of Bell Atlantic. The U.S. Bond Market Index Fund includes all U.S. Treasury, government-sponsored, mortgaged-backed, asset-backed and investment-grade corporate bonds, with at least one year maturity and at least $100 million outstanding. The Fund may use interest rate futures and various other kinds of derivatives to adjust portfolio duration or as interest rate hedges. The Fund is managed by Barclays Global Investors, N.A. On January 1, 1998, a new Fund, the Passive U.S. Equity Index Fund, became the successor fund to the BASSP's U.S. Equity Index Fund. Any assets in the U.S. Equity Index Fund not designated for transfer to another fund by BASSP participants by December 31, 1997 were automatically transferred to the Passive U.S. Equity Index Fund. Effective January 1, 1998 the U.S. Equity Index Fund ceased to exist. The Passive U.S Equity Index Fund invests in an equity index fund which is managed by Bell Atlantic Asset Management Company ("BAAMCO"). This Fund is principally a portfolio of common stocks and is structured and maintained with the objective of providing investment results which approximate the overall performance of the common stocks included in the Standard and Poors Composite Index of 500 stocks. 7 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) The Government Money Market Fund invests in securities of the U.S. government or its agencies, obligations guaranteed or insured by the U.S. government and repurchase agreements that use these securities as collateral. The average maturity of the securities in the Fund generally will be thirty to sixty days, but may vary from one to ninety days. The Fund may use interest rate futures for cash management purposes or to adjust the average duration of the portfolio. The Fund is managed by Deutsche Asset Management. Effective January 1, 1998 the Short-Term Fixed Income Fund ceased to exist. Any assets in the BASSP's Short-Term Fixed Income Fund not designated for transfer to another fund by BASSP participants by December 31, 1997 were automatically transferred to the new Income Fund. The Income Fund invests primarily in a diversified portfolio of guaranteed investment contracts ("GICs") issued by insurance companies. Some of the assets of the Fund are also invested in pools of asset-backed securities, corporate bonds, and obligations of the U.S. government and its agencies ("Synthetic Investment Contract"). As an integral part of the purchase of each pool of these investments, a financial institution, via a wrapper contract, agrees to pay at book value for qualified distributions (e.g. participant withdrawals) and at maturity of the contract, based upon the agreed upon interest rate for the relevant time period, but not in the event of a default of any security in the pool. The BASSP is exposed to credit risk in the event of nonperformance by the entities for which the contracts are placed. The BASSP seeks to minimize credit risk by diversifying among a group of GIC issuers and other financial institutions which meet certain investment criteria established by BAAMCO. These contracts guarantee (i) a fixed rate of interest for a fixed period of time or (ii) a fixed rate of interest for an indefinite period of time. Such interest is not guaranteed by any of the Employing Companies. The Fund is managed by BAAMCO. (For further discussion of this Fund see Note 2). On January 1, 1998 the BASSP's International Equity Index Fund was renamed the Passive International Equity Index Fund. The Passive International Equity Index Fund has investments that mirror the MSCI-EAFE-GDP, which is an index established by Morgan Stanley Dean Witter, comprised of approximately 1,000 companies from twenty of the largest countries outside of the United States, including Japan, Germany and the United Kingdom. The weighting of each country in the index is based upon its GDP, which is a measure of domestic economic output. The Fund is managed by Barclays Global Investors, N.A. In addition to the Passive U.S. Equity Index Fund, each of the following five Funds invest in the assets of unitized investment advisor account(s) of the Bell Atlantic Master Trust ("Master Trust"), as designated by BAAMCO: U.S. Balanced Fund, Global Balanced Fund, Active U.S. Equity Fund, Active International Equity Fund, and the U.S. Small Capitalization Fund. 8 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) On January 1, 1998 the U.S. Balanced Fund became available to participants in the BASSP. The U.S. Balanced Fund invests primarily in domestic stocks and bonds. The fixed income portion of the Fund may invest a small portion of its assets in issues of international agencies, foreign governments, their agencies and foreign corporations. The Fund targets approximately 60% in stocks and 40% in bonds. As of December 31, 1999, BAAMCO had selected the following unitized investment advisor account(s) of the Master Trust ("Master Trust pooled accounts") for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc., Fidelity Management Trust Company, Franklin Portfolio Associates, LLC, Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management Co., Independence Investment Associates, Inc., Miller Anderson & Sherrerd, LLP, Palisade Capital Management, LLC, Provident Investment Counsel, Inc., State Street Research and Management Company, Transamerica Investment Management, LLC, and Wilshire Associates, Inc. On January 1, 1998 the Global Balanced Fund became available to participants in the BASSP. The Global Balanced Fund invests in the world's capital markets, primarily in equity and fixed income instruments. The Fund is diversified and has representation in a variety of countries, from those of the most mature and developed nations to those still in their developmental states (generally referred to as emerging market countries). The Fund may invest in large or small capitalization stocks. The Global Balanced Fund typically targets 75% of its investments for the domestic market and 25% for the foreign market, and approximately 70% in stocks and 30% in bonds. Emerging markets investments are targeted at 4% of the total Fund. As of December 31, 1999, BAAMCO had selected the following Master Trust pooled accounts for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc., Capital Guardian Trust Company, Fidelity Management Trust Company, Franklin Portfolio Associates, LLC, Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management Co., Independence Investment Associates, Inc., Miller Anderson & Sherrerd, LLP, Morgan Stanley Dean Witter Investment Management, Inc., Northern Cross Investments, Ltd., Palisade Capital Management, LLC, Provident Investment Counsel, Inc., Rogge Global Partners, PLC, State Street Global Advisors, State Street Research and Management Company, Transamerica Investment Management, LLC, and Wilshire Associates, Inc. On January 1, 1998 the Active U.S. Equity Fund became available to participants in the BASSP. The Active U.S. Equity Fund invests primarily in domestic common stocks. As of December 31, 1999, BAAMCO had selected the following Master Trust pooled accounts for the Fund: Barrow, Hanley, Mewhinney & Strauss, Inc., Fidelity Management Trust Company, Franklin Portfolio Associates, LLC, Gardner Lewis Asset Management, L.P., Goldman Sachs Asset Management Co., Independence Investment Associates, Inc., Miller Anderson & Sherrerd, LLP, Palisade Capital Management, LLC, Provident Investment Counsel, Inc., Transamerica Investment Management, LLC, and Wilshire Associates, Inc. 9 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) On January 1, 1998 the Active International Equity Fund became available to participants in the BASSP. The Active International Equity Fund invests in international equity markets throughout the world, generally excluding the United States. It is diversified and has representation in a variety of economies, from those of the most mature and developed nations to those still in their developmental stages (generally referred to as emerging market countries). The Fund may invest in large or small capitalization stocks. It targets 80% of its investments for developed countries such as Japan, Germany and the United Kingdom and 20% for emerging markets such as Brazil, Mexico and Taiwan. As of December 31, 1999, BAAMCO had selected Capital Guardian Trust Company, Morgan Stanley Dean Witter Investment Management, Inc., Northern Cross Investments, Ltd., and State Street Global Advisors as the Master Trust pooled accounts for the Fund. On January 1, 1998 the U.S. Small Capitalization Fund became available to participants in the BASSP. The U.S. Small Capitalization Fund invests primarily in the stocks of smaller-sized domestic companies, generally with a market capitalization that is in the smallest 15% of publicly traded stocks. As of December 31, 1999, BAAMCO had selected the following as the Master Trust pooled accounts for the Fund: Columbus Circle Investors, Gardner Lewis Asset Management, L.P., Investment Counselors of Maryland, Inc., The Boston Company Asset Management, Inc., Provident Investment Counsel, Inc., and Wilshire Associates, Inc. The Leveraged ESOP ("LESOP") is a leveraged Fund that invests primarily in Bell Atlantic shares. The LESOP component of the BASSP, initially funded in 1989, is a stock bonus plan intended to qualify under Sections 401(a)(4) and 4975(e)(7) of the Code. It is used to match the employee's Basic Pre-Tax Allotments and Post-Tax Allotments. Depending on the value of Bell Atlantic shares from time to time, the LESOP may fund more or less than all of the required employer matching contributions in a given calendar year. As a result of a continuing series of additional LESOP refinancings (See Note 7), the LESOP is likely to continue to generate most of the shares required for employer matching contributions but not more than the amount required for those contributions. In the event of a shortfall, Bell Atlantic and its participating subsidiaries make additional employer matching contributions to the BASSP. Any surplus is allocated in equal amounts to the BASSP accounts of participants who, as of the last day of the year, are active employees of Bell Atlantic and its participating subsidiaries, and have account balances under the BASSP. The employee may not withdraw or transfer funds out of the LESOP Fund except for hardship withdrawals and except for those participants over age 50 with more than one year of participation in the BASSP. The amounts allowed to be transferred during any election period are subject to certain limitations under the terms of the BASSP. 10 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) The Bell Atlantic Employee Stock Ownership Plan (the "PAYSOP") was established by Bell Atlantic on January 1, 1984 as an ERISA plan. The assets in the PAYSOP consisted of Employing Company contributions of Bell Atlantic Corporation common shares and earnings thereon. As a result of PAYSOP amendments necessitated by the Tax Reform Act of 1986, there have been no Employing Company contributions to the PAYSOP since the 1986 plan year. Effective January 1, 1998, the PAYSOP was merged into the BASSP and the Bell Atlantic Savings Plan for Salaried Employees (the "BASP"). The assets of the PAYSOP were transferred to the Bell Atlantic Master Trust on January 1, 1998 and accordingly allocated to the BASSP based on the participating employees' balances in PAYSOP as of December 31, 1997. All the assets of the BASSP are included in the Bell Atlantic Master Trust (See Note 2) for which Mellon Bank, N.A., is the trustee. Metropolitan Life Insurance Company (previously operating as Bankers Trust Company) was the recordkeeper for the BASSP through June 30, 1998. As of July 1, 1998, the Kwasha Group of PricewaterhouseCoopers, LLP, became the recordkeeper for the BASSP. 2. ACCOUNTING POLICIES INVESTMENTS As of January 1, 1998, the assets of Bell Atlantic's defined benefit plans and defined contribution plans were transferred to the NYNEX Master Trust. Effective January 1, 1998, the NYNEX Master Trust was renamed the Bell Atlantic Master Trust (the "Master Trust"). VALUE OF INVESTMENTS The Trustee values the investments in the Master Trust as follows: Investments in securities traded on national and foreign securities exchanges are valued by the Trustee at the last reported sale prices on the last business day of the year or, if no sales were reported on that date, at the last reported bid prices. Over-the-counter securities and government obligations are valued at the bid prices or the average of the bid and asked prices on the last business day of the year from published sources where available or, if not available, from other sources considered reliable, generally broker quotes. The value of each contract with an insurance company or other financial institution included in the Income Fund is reported at contract value in the Statements of Net Assets Available for Benefits based upon the principal then invested in by the Fund plus the interest then accrued on such principal, which approximates the fair value. In accordance with Statement of 11 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) Position 94-4 "Reporting of Investment Contracts held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" and in connection with the fully benefit-responsive investment contracts, the following information is presented: i. The asset weighted crediting interest rate yielded a return of 6.0% and 6.3% for the years ended December 31, 1999 and 1998, respectively. ii. The crediting interest rates ranged from 5.06% to 8.15% at December 31, 1999 and 4.2% to 8.3% at December 31, 1998. iii. The fair value, as determined by discounting future cash flows of the underlying BASSP investments, at December 31, 1999 and 1998, was approximately $216,898 and $229,921, respectively. Forward currency contracts are accounted for as contractual commitments on a trade date basis and are carried at fair value derived by the Trustee at the exchange rate prevailing on the last business day of the year. Index futures contracts are recorded as contractual commitments on a trade-date basis and are carried at fair value based on the closing index futures price prevailing on the last business day of the year. Both exchange rates and index futures prices are readily available from published sources. Temporary cash investments are stated at redemption value which approximates fair value. COMMITMENTS Commitments represents the value of the ESOP shares to be allocated to participants accounts once the scheduled corresponding loan payments is made. PURCHASES AND SALES OF INVESTMENTS Purchases and sales of investments are reflected as of the trade date. Realized gains and losses on sales of investments are determined on the basis of average cost. INVESTMENT INCOME Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. NET APPRECIATION (DEPRECIATION) OF INVESTMENTS The Statements of Changes in Net Assets Available for Benefits reflects the net appreciation (depreciation) in the fair value of the BASSP's investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. 12 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) DISTRIBUTIONS Distributions elected to be withdrawn from the BASSP by participants are recorded when paid. PLAN EXPENSES The BASSP pays certain administrative expenses out of assets held in the Master Trust and out of interest income earned from the BASSP's disbursement account, as held by the Trustee, in accordance with BASSP provisions and to the extent permitted by law. Any expenses not paid by the BASSP are paid by Bell Atlantic. BELL ATLANTIC'S USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the BASSP's trust asset administrator, to make significant estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The BASSP provides for various participant investment options in any combination of funds which can invest in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits. 3. INVESTMENTS INVESTMENT IN MASTER TRUST All of the investment assets in the Master Trust are managed by BAAMCO or external investment advisors. The assets in the Master Trust are either (a) pooled between the defined benefit plans and the defined contribution plans or (b) net assets that are specific to the defined benefit plans, or (c) net assets specific to the defined contribution plans. The total fair value of the Master Trust at December 31, 1999 and 1998, was approximately $56.6 billion (of which net assets totaling approximately $21.4 billion are specific to the defined benefit plans, item (b) above, for which separate financial statements are prepared) and approximately $51.2 billion, respectively. 13 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) INVESTMENTS HELD IN POOLED ACCOUNTS The pooled investments are unitized, aggregated and reported by the Master Trust with a carrying value of $22.7 billion at December 31, 1999 and 1998, and with investment earnings of $3.9 billion and $2.2 billion for the years ended December 31, 1999 and 1998, respectively. Given that the pooled accounts include interests of the defined contribution plans and the defined benefit plans, the totals in each respective statement do not equal the carrying value or net investment income of/from the Master Trust pooled accounts in this footnote. The total investments held in the Master Trust pooled accounts at December 31, were as follows:
FAIR VALUE (NOTE 2) ---------------------------------------- DESCRIPTION 1999 1998 ----------- ---------------- ---------------- Cash - non interest bearing $ - $ 7,587 Receivables 691,568 1,300,045 Common Stock 21,107,790 18,625,854 Bell Atlantic Corporation common shares 91,530 70,998 Preferred Stock 76,783 115,874 U.S. Government Securities 99,119 1,097,450 Corporate Debt - preferred and other 228,401 1,489,671 Real estate - 166 Temporary cash investments 586,308 619,688 Other investments* 485,553 708,470 ---------------- ---------------- 23,367,052 24,035,803 Liabilities 650,607 1,307,975 ---------------- ---------------- Total pooled net assets in the Master Trust $ 22,716,445 $ 22,727,828 ================ ================
*Other investments include foreign investments, principally foreign government debt. The BASSP's interests in the Master Trust pooled accounts carrying value and investment income of the Master Trust pooled accounts are reported in each respective Fund Option as the "Allocated share of Master Trust net assets", in the Statements of Net Assets Available for Benefits and "Allocated share of Master Trust investment activities" in the Statements of Changes in Net Assets Available for Benefits. 14 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) Investments in the Master Trust are allocated to the BASSP's Fund options in accordance with their respective percentages of interest. The proportionate interests of the BASSP's Fund options in the carrying value of the Master Trust pooled accounts at December 31, were as follows:
CARRYING CARRYING VALUE VALUE 1999 1999 1998 1998 ------------ ---------- ------------ ----------- Active U.S. Equity Fund $ 12,607 0.0555% $ 12,169 0.0535% U.S. Balanced Fund 8,161 0.0359% 9,368 0.0412% Global Balanced Fund 2,243 0.0099% 1,966 0.0087% Active International Equity Fund 13,065 0.0575% 1,971 0.0087% U.S. Small Capitalization Fund 8,859 0.0390% 6,559 0.0289% Passive U.S. Equity Index Fund 179,100 0.7884% 163,281 0.7184% ------------ ------------ Total $ 224,035 $ 195,314 ============ ============
INVESTMENTS HELD IN SPECIFIC ACCOUNTS Effective January 1, 1998, the assets of all Bell Atlantic's defined contribution plans were included in the Master Trust. The net assets specific to these plans are the Bell Atlantic Shares Fund, PAYSOP Fund, Government Money Market Fund, Income Fund, Loan Fund, the ESOP allocated account, Passive International Equity Index Fund, and the U.S. Bond Market Index Fund. The investments held in the Master Trust specific accounts for the defined contribution plans at December 31, were as follows:
DESCRIPTION FAIR VALUE (NOTE 2) ----------- --------------------------------------- 1999 1998 ---------------- ---------------- Receivables $ 401,820 $ 410,006 Common Stock 741,499 609,620 Bell Atlantic Corporation common shares 9,787,824 8,324,047 Temporary cash investments 174,224 139,788 Fixed income obligations - insurance contracts 1,826,236 1,973,019 Fixed income corporate obligations 168,522 239,031 ---------------- ---------------- 13,100,125 11,695,511 Liabilities 578,356 642,498 ---------------- ---------------- Total net assets in the specific accounts in the Master Trust $ 12,521,769 $ 11,053,013 ================ ================
15 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) Investments in the Master Trust are allocated to the BASSP's Fund options in accordance with their respective percentages of interest. The proportionate interest of the BASSP, the Bell Atlantic Savings Plan for Salaried Employees (the "BASP") and the Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic North (the "NSSP") in the carrying value of the Master Trust specific accounts at December 31, 1999 was as follows:
CARRYING CARRYING CARRYING VALUE VALUE VALUE BASSP PLAN % BASP PLAN % NSSP PLAN % ------------- ----------- ------------- ----------- ------------- ---------- Bell Atlantic Shares Fund $ 1,411,573 21% $ 2,755,661 40% $ 2,670,119 39% Telecommunications Fund - - 297,567 53% 264,650 47% Government Money Market Fund 19,400 11% 147,899 85% 6,955 4% Passive International Equity Index Fund 26,437 15% 138,330 77% 14,556 8% Income Fund 245,693 13% 1,180,551 65% 400,046 22% Loan Fund 82,001 22% 161,631 40% 153,844 38% ESOP 503,322 24% 1,632,176 76% - - U.S. Bond Market Index Fund 9,864 6% 148,611 88% 10,072 6% PAYSOP 157,309 65% 83,502 35% - - ------------- ------------- ------------- Total $ 2,455,599 $ 6,545,928 $ 3,520,242 ============= ============= =============
The following table reflects the investments that represent 5% or more of the net assets in the Master Trust as of December 31, 1999:
1999 1998 ---------- ---------- Bell Atlantic Corporation common shares $9,787,824 $8,324,047
INVESTMENT INCOME Investment income and expenses are allocated to the BASSP's Fund Options daily in accordance with their respective daily percentages of interest in the Master Trust's pooled accounts. Percentages of interest are based on the daily ratio of units owned by each plan's Fund options to the total units in the Master Trust pooled accounts. Investment income related to investments held in specific accounts for the defined contribution plans is allocated to each plan's Fund options daily in accordance with each plan's respective percentage of interest. 16 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) The allocated net investment income to the BASSP's Fund options for the years ended December 31, were as follows:
DIVIDENDS ON BELL ATLANTIC OTHER CORPORATION NET INCOME/ NET COMMON OTHER APPRECIATION EXPENSES INVESTMENT INTEREST SHARES DIVIDENDS (DEPRECIATION) NET INCOME ------------------------------------------------------------------ --------------- DECEMBER 31, 1999: ------------------ Bell Atlantic Shares Fund $ 563 $ - $ - $ 186,261 $ - $ 186,824 Government Money Market Fund 917 - - - - 917 Passive U.S. Equity Index Fund 419 - 1,991 30,107 (2) 32,515 Passive International Equity Index Fund 20 - - 6,318 - 6,338 Income Fund 15,433 - - - - 15,433 Employee Stock Ownership Plan: Allocated - - - 65,935 1 65,936 Unallocated - - - 33,669 - 33,669 U.S. Bond Market Index Fund 5 - - (128) - (123) Active U.S. Equity Fund 7 - 159 1,394 - 1,560 U.S. Balanced Fund 196 - 72 348 - 616 Global Balanced Fund 32 - 21 247 (1) 299 Active International Equity Fund 5 - 60 2,784 (6) 2,843 U.S. Small Capitalization Fund 13 - 51 1,925 - 1,989 PAYSOP 43 - - 24,991 - 25,034 --------- -------------- ----------- -------------- ----------- --------------- Total $ 17,653 $ - $ 2,354 $ 353,851 $ (8) $ 373,850 ========= ============== =========== ============== =========== ===============
DIVIDENDS ON BELL ATLANTIC OTHER CORPORATION NET INCOME/ NET COMMON OTHER APPRECIATION EXPENSES INVESTMENT INTEREST SHARES DIVIDENDS (DEPRECIATION) NET INCOME ------------------------------------------------------------------ --------------- DECEMBER 31, 1998: ------------------ Bell Atlantic Shares Fund $ 560 $ 44,575 $ - $ 110,756 $ - $ 155,891 Government Money Market Fund 1,091 - - - - 1,091 Passive U.S. Equity Index Fund 261 - 1,940 31,873 3 34,077 Passive International Equity Index Fund 25 - - 4,693 - 4,718 Income Fund 16,708 - - 21 - 16,729 Employee Stock Ownership Plan: Allocated 30 - 4,879 80,094 - 85,003 Unallocated (6) - 4,170 (7,656) - (3,492) U.S. Bond Market Index Fund 7 - - 1,172 - 1,179 Active U.S. Equity Fund 8 - 139 1,066 - 1,213 U.S. Balanced Fund 135 - 61 528 - 724 Global Balanced Fund 22 - 16 109 - 147 Active International Equity Fund 3 - 31 38 (3) 69 U.S. Small Capitalization Fund 12 - 35 174 - 221 PAYSOP 95 - 5,054 23,303 - 28,452 --------- -------------- ----------- -------------- ----------- --------------- Total $ 18,951 $ 44,575 $ 16,325 $ 246,171 $ - $ 326,022 ========= ============== =========== ============== =========== ===============
17 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) 4. DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are used in the Master Trust's pooled accounts primarily to rebalance fixed income/equity allocations, to efficiently gain exposure to a specific underlying market, and to offset the currency risk associated with foreign investments. Leveraging of the BASSP's assets and speculation are prohibited as stated in the BASSP plan documents. Offsetting currency positions are not permitted to exceed the level of exposure in the BASSP's foreign asset base. The derivatives most commonly used by investment managers are highly-liquid, exchange-traded equity and fixed income futures and over-the-counter foreign exchange forward contracts. Bell Atlantic's use of financial instruments for risk management purposes is represented by notional amounts. These notional values represent solely contractual amounts that serve as the basis or reference amounts upon which contractually stipulated calculations are based. Therefore, these amounts are intended to serve as general volume indicators only and do not represent the potential gain or loss from market or credit risks. Market risk arises from the potential for changes in the value of financial instruments resulting from fluctuations in interest rates, foreign exchange rates and prices of equity securities. Market risk is also affected by changes in volatility and liquidity in the markets in which these instruments are traded. Equity price risk arises from the possibility that equity prices will fluctuate, affecting the value of equity securities and derivative financial instruments that derive their value from a stock index, a particular stock or a defined basket of stocks. The credit risk and amount of accounting loss of the BASSP's forward contracts is equal to any gains which have not been settled as of the BASSP's year end. The credit risk of the BASSP's futures contracts is equal to the posted margin plus any unsettled positive variation margin. The amount of accounting loss at year end is equal to any variation margin owed to the BASSP. All derivative activity relating to the BASSP is within the Master Trust pooled accounts. The Master Trust pooled accounts' derivative activity is allocated to the BASSP in accordance with the BASSP's Fund options' respective percentages of interest (see Note 3). The following disclosures regarding the notional values, fair values, average fair values and net trading gains are reported for the BASSP. 18 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) The notional values and fair values of the derivative activity used for trading purposes held by the BASSP at December 31, were as follows:
1999 1998 ------------- ----------- Domestic Equity Futures Contracts: Notional values $ 1,490 $ 1,187 Fair values 1,534 1,253 Forward Foreign Currency Payable Contracts: Notional values 29 14 Fair values 30 15 Forward Foreign Currency Receivable Contracts: Notional values 29 14 Fair values 28 15
The average fair values of the derivative activity used for trading purposes held by the BASSP during the years ended December 31, were as follows:
1999 1998 ------------ ---------- Average Fair Values: Domestic Equity Futures Contracts $ 3,988 $ 871 Forward Foreign Currency Payable Contracts 32 20 Forward Foreign Currency Receivable Contracts 31 20
The BASSP was allocated $293 and $339 in 1999 and 1998, respectively, of net trading losses from futures contracts. Net trading losses allocated to the BASSP from foreign exchange contracts totaled $3,034 and $16,521 in 1999 and 1998, respectively. 5. TAX DETERMINATION On November 13, 1997, the Internal Revenue Service issued a ruling that the BASSP meets the requirements of Section 401(a) of the Code and is exempt from Federal income taxes under Section 501(a) of the Code and that the ESOP portion of the BASSP qualifies as an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code. The BASSP has been amended since receiving the determination letter. However, the BASSP's administrator and the BASSP's tax counsel believe that the BASSP is designed and is currently being operated in compliance with the applicable requirements of the Code. 19 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) 6. INDEBTEDNESS BASSP LEVERAGED ESOP NOTES PAYABLE The LESOP notes payable originally bore an 8.17% interest rate subject to adjustment due to changes in the Federal income tax rate or changes in the Federal law regarding the alternative minimum tax. Portions of the LESOP notes were refinanced on two separate occasions. In 1998, $11M was refinanced at 5.5%, and in 1999, $11M at 4.64%. Interest and principal payments are guaranteed by Bell Atlantic and are due on January 1 and July 1 of each year; principal payments began July 1, 1990. The following table displays the principal maturities under the notes with the final payment due July 1, 2005. 2000 $ 30,036 2001 3,072 2002 3,229 2003 3,395 2004 3,568 Thereafter 3,751 ------------- $ 47,051 =============
The fair value of the LESOP notes payable is based on quoted market prices for the same or similar instruments. As of December 31, 1999 and 1998, respectively, the note payable carrying amount was $47,051 and $87,981 and the estimated fair value was $40,943 and $80,525. 7. RELATED PARTY TRANSACTIONS BAAMCO, a wholly owned subsidiary of Bell Atlantic, is the investment advisor for the Telecommunications Fund, Passive U.S. Equity Index Fund, and Income Fund and therefore qualifies as a party-in-interest. BAAMCO received no compensation from the BASSP for the investment advisory services rendered to the BASSP. 20 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) 8. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the BASSP to concentrations of credit risk consist principally of investment contracts with insurance companies and other financial institutions. The BASSP places its investment contracts with high-credit quality insurance companies and financial institutions in order to limit credit exposure. The BASSP regularly monitors the financial stability of the financial institutions and insurance companies. 9. PLAN AMENDMENTS Effective July 1, 1998, the BASSP was amended for conforming changes in certain administrative rules. Effective January 1, 1998, the portion of the PAYSOP which contains accounts for BASSP associate employees was merged into the BASSP. Effective January 1, 1998, the BASSP was amended to offer new investment funds (See Note 1). 10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The Department of Labor requires that amounts allocated to accounts of persons who have elected to withdraw from the BASSP but have not yet been paid be reported as liabilities on the plan's 5500. In accordance with the relevant American Institute of Certified Public Accountants audit and accounting guide, benefits should not be accrued as liabilities of the plan. The following is a reconciliation of net assets available for benefits per the financial statements to the amounts reported in Form 5500: 21 BELL ATLANTIC SAVINGS AND SECURITY PLAN FOR ASSOCIATES OF BELL ATLANTIC SOUTH NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) The following is a reconciliation of net assets available for plan benefits per the financial statements to the amounts reported in Form 5500:
1999 1998 --------------- --------------- Net assets available for benefits presented in the Statement of Net Assets Available for Benefits $ 2,679,634 $ 2,434,264 Less: Benefit claims payable presented in the Statement of Net Assets Available for Benefits in Form 5500 672 10,330 --------------- --------------- Net assets available for benefits presented in the Statement of Net Assets Available for Benefits in Form 5500 $ 2,678,962 $ 2,423,934 =============== ===============
The following is a reconciliation of benefits paid to participants per the financial statements to the amounts reported in Form 5500:
1999 1998 --------------- -------------- Aggregate distribution to participants as presented in the Statement of Changes in Net Assets Available for Benefits $ 302,784 $ 243,045 Add: Current year benefit claims payable presented in the Statement of Net Assets Available for Benefits in Form 5500 672 10,330 Less: Prior year benefits claims payable presented in the Statement of Net Assets Available for Benefits in Form 5500 10,330 13,461 -------------- ------------- Benefit payments and payments to provide benefits directly to participants and beneficiaries presented in the Statement of Changes in Net Assets Available for Benefits in Form 5500 $ 293,126 $ 239,914 ============== =============
22 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Bell Atlantic Corporate Employees' Benefits Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Bell Atlantic Savings and Security Plan for Associates of Bell Atlantic South By: /s/ Thomas J. Edwards --------------------------------------- Thomas J. Edwards (Acting Chairman, Bell Atlantic Corporate Employees' Benefit Committee) Date: June 19, 2000 23 -----END PRIVACY-ENHANCED MESSAGE-----