-----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, CfSRUgJNK0vAqveh5jHZ/FXAizaDDcYy6wopw+e8WTXKaWkISH+MROjP4voQIfN0 D+je+L2FTkhwJARg+Zy6Vw== /in/edgar/work/20000628/0000912057-00-030067/0000912057-00-030067.txt : 20000920 0000912057-00-030067.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030067 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 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: 662419 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 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 11-K ------------- (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the 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 Mobile Savings and Profit Sharing Retirement Plan 180 Washington Valley Road, Bedminster, New Jersey 07921 ------------- Bell Atlantic Corporation 1095 Avenue of the Americas, New York, New York 10036 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE(S) Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 3 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1999 4 Notes to Financial Statements 5-9 Supplemental Schedules: Schedule of Assets Held for Investment Purposes as of December 31, 1999 10 Schedule of Reportable Transactions for the year ended December 31, 1999 11
REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan: In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP New York, New York June 2, 2000 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 AND 1998
1999 1998 ------------- ------------- ASSETS: Investments, at fair value $ 258,401,721 $ 195,204,982 Participants' contributions receivable -- 847,582 Employer's contribution receivable 17,339,462 15,618,179 Loans to participants 9,886,526 8,082,839 ------------- ------------- Total assets 285,627,709 219,753,582 LIABILITIES: Accrued expenses 188,124 206,800 ------------- ------------- Total Liabilities 188,124 206,800 ------------- ------------- Net assets available for benefits $ 285,439,585 $ 219,546,782 ============= =============
The accompanying notes are an integral part of these financial statements. 3 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999
Total ------------------ ADDITIONS: Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments $ 35,507,861 Interest and dividends 3,811,207 ------------------ 39,319,068 ------------------ Contributions: Participant contributions 24,920,040 Employer contributions 24,393,466 ------------------ 49,313,506 ------------------ Total Additions 88,632,574 ------------------ DEDUCTIONS: Deductions from net assets attributed to: Benefits paid to participants 22,131,362 Expenses 455,420 Other 152,989 ------------------ Total Deductions 22,739,771 ------------------ Net increase 65,892,803 Net Assets available for benefits: Beginning of year 219,546,782 ------------------ End of year $ 285,439,585 ==================
The accompanying notes are an integral part of these financial statements. 4 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS A. DESCRIPTION OF PLAN Effective July 1, 1995, the Board of Directors of Bell Atlantic Mobile, Inc., previously known as Bell Atlantic NYNEX Mobile, Inc., (the "Company"), acting in its capacity as general partner of Cellco Partnership, established the Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan (the "Plan"), for the benefit of Covered Employees, as defined by the Plan. The purpose of the Plan is to enable Covered Employees to increase personal long-term savings through the tax deferral opportunities offered under sections 401(k) and 401(a) of the Internal Revenue Code of 1986 (the "Code"). The following description only provides general information of the Plan. The Plan document contains a more comprehensive description of the Plan's provisions. 1. PARTICIPATION -- The Plan is a defined-contribution and a profit sharing plan covering all eligible Company employees who have completed one year of service, consisting of no less than 1,000 hours worked. 2. CONTRIBUTIONS -- Each year, participants may elect to contribute, through ordinary payroll deductions, an amount ranging from one percent (1%) to sixteen percent (16%) of annual compensation, as defined in the Plan document. Participants may also roll over amounts representing distributions from other qualified defined benefit plans, defined contribution plans and/or conduit individual retirement accounts. The Company makes a matching contribution equal to fifty percent (50%) of the first six percent (6%) of eligible compensation that a participant contributes to the Plan. The amounts contributed for matching contributions for the years ended December 31, 1999 and 1998 were $7,054,003 and $6,199,245, respectively. The Company may increase the matching contribution at the discretion of the Company's Board of Directors. The amounts contributed for discretionary matching contributions for the years ended December 31, 1999 and 1998 were $7,646,137 and $6,672,076, respectively. In addition, at the discretion of the Company's Board of Directors, a profit sharing contribution may be contributed on behalf of all Covered Employees whether or not they contribute to the Plan. The amounts contributed for profit sharing contributions for the years ended December 31, 1999 and 1998 were $9,693,326 and $8,650,820, respectively. 3. PARTICIPANT ACCOUNTS -- The Plan provides that a separate account be maintained for each participant. Participant accounts are valued on a daily basis. Each participant account is credited with participant's contribution and applicable employer contribution on a semi-monthly basis. Participant accounts are also increased (decreased) by allocation of actual investment earnings (losses). Following the Plan year-end, discretionary contributions for profit sharing and discretionary matching contributions, if any, are deposited in one lump sum to participant accounts. A separate sub-account is maintained for profit sharing contributions which have different vesting schedules and withdrawal provisions. Participants may change their investment direction and transfer between investment funds on a daily basis. 4. VESTING -- Participants are immediately vested in their contributions plus actual earnings derived from these contributions. Vesting in the Company's fixed, discretionary variable match, and discretionary profit sharing are based on credited years of service. A participant is fully vested in the Company's fixed and discretionary variable match after three years of credited service. A participant is fully vested in the Company's profit sharing contribution after five years of credited service. 5 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. PARTICIPANT LOANS -- Participants may borrow from their accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or fifty percent of their vested account balance, excluding profit sharing balances. All loans are considered to be a fixed income investment and are therefore treated as a transfer from an investment fund to a separate Loan Fund. Interest is fixed for the life of the loan and is charged at a rate equal to the prime rate, as defined in the Plan, plus one percent. Loan terms range from one to five years for non-residential loans and fifteen years for primary residence loans. Loans are collateralized by the portion of the participant's account allocated to the Loan Fund. Loans are repaid in equal semi-monthly installments through payroll deductions or as directed by the Plan and are invested in accordance with the participants' investment elections. 6. BENEFIT DISTRIBUTIONS -- On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested account balance or annual installments over a period of two to twenty years (as elected by the participant and subject to Plan rules). Former NYNEX Corporation employees may also elect an annuity contract for the portion of their account which was transferred from the NYNEX plan. For termination of service due to other reasons, a participant may receive the value of the vested account balance as a lump-sum distribution or a direct rollover into another qualified retirement account as dictated by the Code. B. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting and are in conformity with generally accepted accounting principles. In 1999, the Plan adopted the provisions of Statement of Position 99-3 "Accounting For and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates certain detailed investment disclosures previously required by Practice Bulletin 12. There is no change to the accounting for net assets available for benefits. In accordance with the provisions of SOP 99-3, the Statement of Net Assets as of December 31, 1998 has been reclassified to conform to the current year presentation. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments in commingled funds are stated at quoted market prices which represent the net assets value at the end of the year. The Bell Atlantic Stock Fund is valued using the quoted market price for the Fund's shares at the end of the year, plus the market value of cash reserves held by the Fund. Participant loan receivables are valued at cost, which approximates fair value. Valuations for all funds are as of the financial statement dates. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The individual funds are charged with a trustee and investment management fee. All administrative and recordkeeping fees are paid by the Company. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. FORFEITURE OF BENEFITS If employment is terminated and a participant is not 100% vested in either the employer match or the employer profit sharing contribution then the portion of the participant's account not vested will be forfeited. The forfeited amounts are used to reduce future employer contributions to the Plan. Forfeitures applied for the years ended December 31, 1999 and 1998 were $1,285,280 and $891,984, respectively. Unapplied forfeitures are invested in the Plan's Money Market Fund and amounted to $841,010 and $537,161 as of December 31, 1999 and 1998, respectively. 6 NOTES TO FINANCIAL STATEMENTS (CONTINUED) SUMMARY OF ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. The most significant estimates relate to the valuation of investments. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides participants with various investment options: money market and fixed income securities, bonds, and equity funds. All investment securities are exposed to some type of risk, including, but not limited to, exposure to changes in interest rates, market fluctuations, economic conditions, and currency devaluation. Due to the level of risk associated with certain investment securities, it is possible that changes in near term risk factors could materially affect participants' account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits. PAYMENT OF BENEFITS When benefit payments are required, funds are transferred from the respective investment fund(s) to a holding fund. Subsequently, when checks are drafted, the holding fund is then reduced. C. INVESTMENTS The fair value of investments as of December 31, 1999 and 1998 is summarized below:
DESCRIPTION OF ASSETS 1999 1998 - --------------------- ----------------------- ------------------------- State Street Commingled Funds: Short Term Investment Fund $27,002,588 * $21,570,918 * Stable Value Fund 4,620,385 3,402,979 Bond Index Fund 9,520,813 7,450,795 S&P 500 Flagship Fund 109,096,205 * 81,276,062 * Russell 2000 Fund 23,803,346 * 18,454,066 * Daily EAFE Fund 16,230,182 * 11,460,598 * Common Stock: Bell Atlantic Corporation Stock 68,128,202 * 51,589,564 * ----------------------- ------------------------- Subtotal: 258,401,721 195,204,982 Loans to Participants (Interest rates range between 6% and 10%) 9,886,526 8,082,839 ----------------------- ------------------------- Total Investments $268,288,247 $203,287,821 ======================= =========================
* Individual investment representing 5% or more of the Plan's net assets 7 NOTES TO FINANCIAL STATEMENTS (CONTINUED) D. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares in commingled funds managed by State Street Global Advisors ("SSGA"). State Street Bank and Trust Company is the Plan's trustee. Both SSGA and State Street Bank and Trust Company are wholly owned subsidiaries of State Street Corporation; therefore these transactions qualify as party-in-interest. The fees paid by the Plan to SSGA for investment management and to State Street Bank and Trust Company for trust accounting services are recorded as expenses in the deductions section of the Statement of Changes in Net Assets Available for Benefits. Fees paid for investment management and trust accounting services for the years ended December 31, 1999 and 1998 were $455,420 and $338,481, respectively. E. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500 as of December 31, 1999 and 1998:
1999 1998 ------------ ------------ Net assets available for benefits per the financial statements $285,439,585 $219,546,782 Amounts allocated to withdrawing Participants -- (8,569) ------------ ------------ Net assets available for benefits per Form 5500 $285,439,585 $219,538,213 ============ ============
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500 for the years ended December 31, 1999 and 1998:
1999 1998 ----------------- ---------------- Benefits paid to participants per the financial statements $22,131,362 $15,468,779 Add: Amounts allocated to withdrawing participants as of December 31, 1999 and 1998 -- 8,569 Deduct: Amounts allocated to withdrawing participants as of December 31, 1998 and 1997 (8,569) (8,952) ----------------- ---------------- Benefits paid to participants per Form 5500 $22,122,793 $15,468,396 ================= ================
F. PLAN TERMINATION Although the intention of the Company is to make the Plan permanent, the Company reserves the right to terminate its sponsorship of the Plan by action of the Company's Board of Directors. In the event of plan termination, the Plan will distribute participants' accounts in accordance with the provisions of ERISA and any other applicable laws. 8 NOTES TO FINANCIAL STATEMENTS (CONTINUED) G. TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated January 31, 1997 that the Plan and related trust are designed in accordance with applicable sections of the Code. In accordance with this determination, the Plan is exempt from paying income taxes. The Plan has been amended since receiving the determination letter. However, the Plan's administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and therefore believe the Plan is tax exempt. H. SUBSEQUENT EVENT On July 27, 1998, Bell Atlantic and GTE Corporation entered into a merger agreement providing for the combination of the two companies. The merger, which was unanimously approved by the boards of directors of both companies and a majority of shareholders, was subject to regulatory approvals, the last of which was received on June 16, 2000. The merger is anticipated to be finalized during the second quarter of year 2000. It is contemplated that a certain segment of GTE Corporation employees who work in the GTE Wireless division will eventually become participants in the Plan. On September 21, 1999 Bell Atlantic and Vodafone AirTouch Plc ("Vodaphone AirTouch") entered into an Alliance Agreement under which Vodaphone AirTouch would contribute its US wireless interests to the Cellco Partnership in exchange for a partnership interest. This transaction was finalized on April 3, 2000. The employees involved in the above-referenced transactions are scheduled to become participants in the Plan on January 1, 2001. At that time, it is probable that there will be design changes to the Plan, and that the Plan document may be amended. There is no intention to terminate the Plan as a result of these, or any other transactions. 9 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN SUPPLEMENTAL SCHEDULE SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
HISTORICAL INVESTMENT DESCRIPTION UNITS COST CURRENT VALUE ---------------------- --------- ----------- ------------- Short Term Investment Fund * 27,002,588 $27,002,588 $27,002,588 Stable Value Fund * 4,620,385 4,620,385 4,620,385 Daily Bond Market Index Fund * 777,908 9,552,636 9,520,813 S&P 500 Flagship Fund * 440,284 66,917,275 109,096,205 Russell 2000 Fund * 856,914 17,768,526 23,803,346 Daily EAFE Fund * 1,230,305 12,544,034 16,230,182 Bell Atlantic Stock 1,106,651 39,275,458 68,128,202 ------------ ------------ Subtotal: 177,680,902 258,401,721 Participants' loan receivable, interest rates range between 6 % -- 10 % 9,886,526 9,886,526 9,886,526 ------------ ------------ Total investments $187,567,428 $268,288,247 ============ ============
* Commingled Trust Funds Managed by State Street Global Advisors, which qualify as party-in-interest. 10 BELL ATLANTIC MOBILE SAVINGS AND PROFIT SHARING RETIREMENT PLAN SUPPLEMENTAL SCHEDULE SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
NUMBER OF IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES -------------------------- -------------------- --------- Category (iii) -- A series of transactions with respect to securities of the same issue, which amount in the aggregate to more than 5% of the net value of total Plan assets at the beginning of the year: State Street Global Advisors Money Market Fund 210 State Street Global Advisors Money Market Fund State Street Global Advisors S&P 500 Index Fund 123 State Street Global Advisors S&P 500 Index Fund State Street Global Advisors Small Cap Index Fund 97 State Street Global Advisors Small Cap Index Fund Bell Atlantic Corporation Stock 33 Bell Atlantic Corporation Stock HISTORICAL PURCHASE NUMBER OF SELLING COST OF IDENTITY OF PARTY INVOLVED PRICE SALES PRICE ASSETS -------------------------- ----- ----- ----- ------ Category (iii) -- A series of transactions with respect to securities of the same issue, which amount in the aggregate to more than 5% of the net value of total Plan assets at the beginning of the year: State Street Global Advisors $24,992,570 State Street Global Advisors 290 $20,460,676 $20,460,676 State Street Global Advisors $25,868,087 State Street Global Advisors 363 $17,069,684 $14,957,960 State Street Global Advisors $6,123,587 State Street Global Advisors 315 $5,118,269 $4,944,721 $10,661,570 52 $2,893,540 $2,504,922 CURRENT VALUE OF ASSET ON TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED DATE (LOSS) -------------------------- ------------ -------- Category (iii) -- A series of transactions with respect to securities of the same issue, which amount in the aggregate to more than 5% of the net value of total Plan assets at the beginning of the year: State Street Global Advisors $24,992,570 State Street Global Advisors $20,460,676 -- State Street Global Advisors $25,868,087 State Street Global Advisors $17,069,684 $2,111,724 State Street Global Advisors $6,123,587 State Street Global Advisors $5,118,269 $173,548 $10,661,570 $2,893,540 $388,618
Note: There were no reportable transactions in category (I), (ii), or (iv), as defined by ERISA, during the year ended December 31, 1999 11 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Bell Atlantic Mobile Employee Benefits Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Bell Atlantic Mobile Savings and Profit Sharing Retirement Plan By: /s/ Marc Reed ---------------------------------------- Marc Reed (Chairman, Bell Atlantic Mobile Employee Benefits Committee) Date: June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----