Document/Exhibit Description Pages Size
1: 10-K/A Amendment No.1 to 1995 Form 10-K 4 12K
2: EX-23 Consent of Independent Public Accountants 1 7K
3: EX-99.A Alltel Info. Services, Inc. Stock Purchase Plan 10 24K
4: EX-99.B Alltel Corporation Thrift Plan 20 76K
EXHIBIT 99(b)
FORM 11-K INFORMATION FOR THE
ALLTEL CORPORATION THRIFT PLAN
AS OF DECEMBER 31, 1995 AND 1994
AND FOR THE YEAR ENDED DECEMBER 31, 1995
14
REQUIRED INFORMATION
The ALLTEL Corporation Thrift Plan (the "Plan") is subject to the
Employee Retirement Income Security Act of 1974.
Item 4. In lieu of the requirements of Items 1,2 and 3 of Form 11-K, the
following financial statements of the Plan are being filed as Exhibit 99(a)
to this report:
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Benefits with Fund Information
as of December 31, 1995 and 1994
3. Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1995
4. Notes to Financial Statements and Supplemental Schedules as of
December 31, 1995 and 1994
5. Schedule of Assets Held for Investment Purposes as of
December 31, 1995
6. Schedule of Reportable Transactions for the year ended
December 31, 1995
The Consent of Independent Public Accountants to the inclusion of the
foregoing financial statements herein is being filed as Exhibit 23 to this
Report.
15
ALLTEL CORPORATION THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
As of December 31, 1995 and 1994
TOGETHER WITH AUDITORS' REPORT
16
ALLTEL CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
as of December 31, 1995 and 1994
Report of Independent Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1995 and 1994 2 - 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1995 4
Notes to Financial Statements and Supplemental Schedules 5 - 11
Supplemental Schedules:
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 12
Schedule II: Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 13
17
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administrator of the
ALLTEL Corporation Thrift Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of the ALLTEL Corporation Thrift Plan (the
"Plan") as of December 31, 1995 and 1994, and the related statement of changes
in net assets available for benefits with fund information for the year
ended December 31, 1995. These financial statements and the schedules
referred to below are the responsibility of the ALLTEL Corporation Pension and
Benefit Committee in its capacity as administrator of the Plan (the
"Administrator"). Our responsibility is to express an opinion on these
financial statements and schedules 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 the Administrator, 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 with fund
information of the Plan as of December 31, 1995 and 1994, and the changes in
its net assets available for benefits with fund information for the year ended
December 31, 1995, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I and II are
presented for purposes of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in our 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/ ARTHUR ANDERSEN LLP
Little Rock, Arkansas,
April 8, 1996.
18
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
[Enlarge/Download Table]
Fund Information (Note 3)
Participant Directed
ALLTEL Federated Federated U.S.
Corporation Automated Federated Federated Government
Common Government Max-Cap Stock and Securities
Stock Fund Money Trust Fund Bond Fund Fund
ASSETS:
Investments, at fair value (Schedule I and Note 3)
Participant directed-
ALLTEL Corporation Common Stock $26,286,447
Federated Automated Government
Money Trust $34,896,010
Federated Max-Cap Fund $10,241,071
Federated Stock and Bond Fund $16,636,043
Federated U.S. Government
Securities Fund $8,804,968
Fidelity Equity-Income Fund
Fidelity Magellan Fund
Government Investment Contract Fund
Nations Cash Reserve Money Market Fund 326,663 218,329 70,622 79,385 13,552
Participant Loans - - - - -
Non-participant directed-
Boatmen's Money Market Fund - - - - -
Total investments 26,613,110 35,114,339 10,311,693 16,715,428 8,818,520
Receivables:
Employer contributions - - - - -
Accrued interest and dividends 261,228 2,867 4 3 5
Total receivables 261,228 2,867 4 3 5
Total assets 26,874,338 35,117,206 10,311,697 16,715,431 8,818,525
LIABILITIES:
Due to broker 4,715 6,872 47,173 33,376 46,417
NET ASSETS AVAILABLE
FOR BENEFITS $26,869,623 $35,110,334 $10,264,524 $16,682,055 $8,772,108
The accompanying notes are an integral part of this statement.
2
19
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ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - (Continued)
for the year ended December 31, 1995
Fund Information (Note 3)
Participant Directed Non-Participant Directed
Fidelity Government Boatmen's
Equity- Fidelity Investment Money
Income Magellan Contract Participant Market
Fund Fund Fund Loans Fund Other Total
ASSETS:
Investments, at fair value (Schedule I and Note 3)
Participant directed-
ALLTEL Corporation Common Stock $26,286,447
Federated Automated Governement
Money Trust 34,896,010
Federated Max-Cap Fund 10,241,071
Federated Stock and Bond Fund 16,636,043
Federated U.S. Government
Securities Fund 8,804,968
Fidelity Equity-Income Fund $22,405,794 22,405,794
Fidelity Magellan Fund $48,372,560 48,372,560
Government Investment Contract Fund $4,200,696 4,200,696
Nations Cash Reserve Money Market Fund 124,476 254,652 1,042,506 2,130,185
Participant Loans $4,290,393 4,290,393
Non-participant directed-
Boatmen's Money Market Fund $420,345 420,345
Total Investments 22,530,270 48,627,212 5,243,202 4,290,393 420,345 178,684,512
Receivables:
Employer contributions - - - - - $3,366,900 3,366,900
Accrued interest and dividends - - 5,353 - 256 - 269,716
Total receivables - - 5,353 - 256 3,366,900 3,636,616
Total assets 22,530,270 48,627,212 5,248,555 4,290,393 420,601 3,366,900 182,321,128
LIABILTIES:
Due to broker 96,705 184,011 - - - - 419,269
NET ASSETS AVAILABLE
FOR BENEFITS $22,433,565 $48,443,201 $5,248,555 $4,290,393 $420,601 $3,366,900 $181,901,859
20
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ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1994
Fund Information (Note 3)
Participant Directed
ALLTEL Federated Fidelity
Corporation Automated Federated Equity- Fidelity
Common Government Stock and Income Magellan
Stock Fund Money Trust Bond Fund Fund Fund
ASSETS:
Investments, at fair value
Participant directed-
ALLTEL Corporation Common Stock $29,130,720
Federated Automated Government
Money Trust $14,046,956
Federated Stock and Bond Fund $14,603,385
Fidelity Equity-Income Fund $2,510,742
Fidelity Magellan Fund $15,177,799
NationsBank Real Estate Collective Fund
Metropolitan Life Insurance Company
Guaranteed Income Fund
Federated Capital Preservation Fund
Federated Growth Trust
Federated Stock Trust
Fidelity GNMA Portfolio
Fidelity Managed Income Portfolio
Fidelity Retirement Government
Money Market Fund
Fidelity U.S. Equity Index Portfolio
INVESCO Total Return Fund
INVESCO Industrial Income Fund
Participant Loans
Non-participant directed-
Kemper Money Market Fund
Other
Total investments 29,130,720 14,046,956 14,603,385 2,510,742 15,177,799
Receivables:
Employer contributions - - - - -
Employee contributions - - - - -
Due from/(to) other funds - 127,078 (345,594) - -
Receivable from INVESCO - - - - -
Accrued interest and dividends 234,436 4,656 107 - -
Total receivables 234,436 131,734 (345,487) - -
Cash 35,036 4,607 9,032 - -
Total assets 29,400,192 14,183,297 14,266,930 2,510,742 15,177,799
LIABILITIES:
Accounts payable and other - - - - -
Administrative expenses payable - - - - -
Total liabilities - - - - -
NET ASSETS AVAILABLE
FOR BENEFITS $29,400,192 $14,183,297 $14,266,930 $2,510,742 $15,177,799
The accompanying notes are an integral part of this statement.
3
21
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ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - (Continued)
for the year ended December 31, 1995
Fund Information (Note 3)
Participant Directed Non-Participant Directed
Nations- Metropolitan Life
Bank Insurance Company Kemper
Real Estate Guaranteed Closed Money
Collective Income Investment Participant Market
Fund Fund Funds Loans Fund Other Total
ASSETS:
Investments, at fair value
Participant directed-
ALLTEL Corporation Common Stock $29,130,720
Federated Automated Government
Money Trust 14,046,956
Federated Stock and Bond Fund 14,603,385
Fidelity Equity-Income Fund 2,510,742
Fidelity Magellan Fund 15,177,799
NationsBank Real Estate Collective Fund $ 1,418 1,418
Metropolitan Life Insurance Company
Guaranteed Income Fund $10,149,505 10,149,505
Federated Capital Preservation Fund $14,229,336 14,229,336
Federated Growth Trust 9,701,642 9,701,642
Federated Stock Trust 16,319,354 16,319,354
Fidelity GNMA Portfolio 617,658 617,658
Fidelity Managed Income Portfolio 1,470,681 1,470,681
Fidelity Retirement Government
Money Market Fund 2,024,689 2,024,689
Fidelity U.S. Equity Index Portfolio 1,348,286 1,348,286
INVESCO Total Return Fund 6,255 6,255
INVESCO Industrial Income Fund 5,000 5,000
Participant Loans 383,292 $3,784,147 $ 24,112 4,191,551
Non-participant directed-
Kemper Money Market Fund 422,898 422,898
Other $158,307 158,307
Total investments 1,418 10,532,797 45,722,901 3,784,147 447,010 158,307 136,116,182
Receivables:
Employer contributions - - - - - 7,157,569 7,157,569
Employee contributions - - - - - 16,015 16,015
Due from/(to) other funds - - (2,129,004) - (7,015) 2,354,535 -
Receivable from INVESCO - - 8,163,119 - - - 8,163,119
Accrued interest and dividends 98 85,298 96,586 - - 2,644 423,825
Total receivables 98 85,298 6,130,701 - (7,015) 9,530,763 15,760,528
Cash 21,754 - 26,409 - - 55,300 152,138
Total assets 23,270 10,618,095 51,880,011 3,784,147 439,995 9,744,370 152,028,848
LIABILITIES:
Accounts payable and other - 35,788 32,891 - - 2,613 71,292
Administrative expenses payable - 13,614 79,350 - - - 92,964
Total liabilities - 49,402 112,241 - - 2,613 164,256
NET ASSETS AVAILABLE
FOR BENEFITS $23,270 $10,568,693 $51,767,770 $3,784,147 $439,995 $9,741,757 $151,864,592
22
ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
[Enlarge/Download Table]
Fund Information (Note 3)
Participant Directed
ALLTEL Federated Federated U.S.
Corporation Automated Federated Federated Government
Common Government Max-Cap Stock and Securities
Stock Fund Money Trust Fund Bond Fund Fund
ADDITIONS
Investment income:
Dividend income $ 1,033,522 $ 1,925,000 $ 198,753 $ 560,627 $ 471,963
Interest income 30,200 103,398 1,026 416 1,236
Other income - - 1,306,198 1,116,074 -
Net appreciation (depreciation)
in fair value of investments (774,539) - 609,055 1,774,366 505,058
Total investment income 289,183 2,028,398 2,115,032 3,451,483 978,257
Contributions:
Employer - - - - -
Employee 1,204,004 4,583,970 1,350,551 1,695,333 1,142,804
Employee rollovers 239,035 292,314 129,292 109,958 89,621
Total contributions 1,443,039 4,876,284 1,479,843 1,805,291 1,232,425
Interfund transfers, net 1,448,112 19,498,204 7,073,478 (1,190,321) 7,198,400
Loan repayments 114,314 491,254 67,914 89,102 60,542
Total additions 3,294,648 26,894,140 10,736,267 4,155,555 9,469,624
DEDUCTIONS
Transfers to other plans, net 3,403,490 776,430 92,834 269,688 216,946
Loan advances 167,466 448,173 129,776 172,230 95,019
Benefit payments and withdrawals 2,254,261 4,742,500 249,133 1,298,512 385,551
Total deductions 5,825,217 5,967,103 471,743 1,740,430 697,516
Net increase (decrease) (2,530,569) 20,927,037 10,264,524 2,415,125 8,772,108
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 29,400,192 14,183,297 - 14,266,930 -
End of year $26,869,623 $35,110,334 $10,264,524 $16,682,055 $8,772,108
The accompanying notes are an integral part of this statement.
4
23
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ALLTEL CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION - (Continued)
for the year ended December 31, 1995
Fund Information (Note 3)
Participant Directed Non-Participant Directed
Fidelity Government NationsBank Boatmen's
Equity- Fidelity Investment Real Estate Closed Money
Income Magellan Contract Collective Investment Participant Market
Fund Fund Fund Fund Funds Loans Fund Other Total
ADDITIONS
Investment income:
Dividend income $1,220,535 $ 2,760,810 $ - $ - $ - $ - $ - $ - $ 8,171,210
Interest Income 104 2 494,512 1,191 - 315,324 22,776 - 970,185
Other income - - - - - - - - 2,422,272
Net appreciation
(depreciation)in fair
value of investment 3,587,980 8,768,386 - 137 - - - - 14,470,443
Total investment income 4,808,619 11,529,198 494,512 1,328 - 315,324 22,776 - 26,034,110
Contributions:
Employer - - - - - - - 3,366,900 3,366,900
Employee 2,742,052 4,774,531 - - - - - - 17,493,245
Employee rollovers 236,484 404,121 - - - - - - 1,500,825
Total contributions 2,978,536 5,178,652 - - - - - - 22,360,970
Interfund transfers, net 13,552,682 18,806,945 (5,264,148) (21,229) (51,767,770) 424,012 (16,608) (9,741,757) -
Loan repayments 187,626 512,173 - - - (1,536,087) 13,162 - -
Total additions 21,527,463 36,026,968 (4,769,636) (19,901) (51,767,770) (796,751) 19,330 (6,374,857) 48,395,080
DEDUCTIONS
Transfers to other
plans, net 100,689 186,893 - - - 62,223 983 - 5,110,176
Loan advances 188,235 398,009 58,250 - - (1,657,158) - - -
Benefit payments and
withdrawals 1,315,716 2,176,664 492,252 3,369 - 291,938 37,741 - 13,247,637
Total deductions 1,604,640 2,761,566 550,502 3,369 - (1,302,997) 38,724 - 18,357,813
Net increase(decrease) 19,922,823 33,265,402 (5,320,138) (23,270) (51,767,770) 506,246 (19,394) (6,374,857) 30,037,267
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 2,510,742 15,177,799 10,568,693 23,270 51,767,770 3,784,147 439,995 9,741,757 151,864,592
End of year $22,433,565 $48,443,201 $5,248,555 $ - $ - $4,290,393 $420,601 $3,366,900 $181,901,859
24
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1995 AND 1994
1. PLAN MERGERS
Prior to January 1, 1995, the ALLTEL Corporation Thrift Plan (the "Plan")
was referred to as the Thrift Plan and Trust for Employees of Systematics
Information Services, Inc. and Participating Affiliates. Effective
December 31, 1994, the CP National Corporation Incentive Thrift Savings
Plan, the Houston Wire and Cable Company Combination Profit Sharing and
Salary Deferral Plan, the Computer Power, Inc. Retirement Savings Plan,
and the TDS Healthcare Systems Corporation Profit Sharing Plan
(the "merged plans") were merged with and into the Plan. Effective with
this merger, the general provisions of the Plan govern with respect to the
interests of the participants of the merged plans, to the extent not
inconsistent with any provision of the merged plans that may not be
eliminated under Section 411(d)(6) of the Internal Revenue Code (the "IRC").
2. PLAN AND TRUST DESCRIPTION
The following is a brief description of the Plan and the administration
thereof and is provided for general information purposes only. Participants
should refer to the plan document or the summary plan description for a
more complete description of the Plan's provisions.
General
The Plan is a defined contribution employee benefit plan which covers
substantially all employees of ALLTEL Information Services, Inc. (formerly
Systematics Information Services, Inc.) and its wholly-owned subsidiaries
and employees of HWC Distribution Corp. ALLTEL Information Services, Inc.
and HWC Distribution Corp., (referred to collectively as the "Participating
Companies"), are wholly-owned subsidiaries of ALLTEL Corporation ("ALLTEL").
The Plan sponsor is ALLTEL. The Plan is designed as a savings plan to
assist employees in planning for retirement. All full-time employees of
the Participating Companies are eligible to participate in the Plan after
attaining the age of 21.
Administration
The Plan is administered by the ALLTEL Corporation Pension and Benefits
Committee (the "Administrative Committee") appointed by ALLTEL's Board of
Directors. NationsBank of Texas, N.A. (the "Trustee") is the trustee of
the Plan.
Benefit Payments
Participants or their beneficiaries, as applicable, are entitled to receive
the vested balance of their Plan account when they retire at age 65 or
later, if they become permanently disabled, upon death or upon separation
from service with the Participating Companies. The Plan permits early
retirements between ages 55 and 64 provided that required service levels
have been met. If a participant's account balance exceeds $3,500,
participants may elect to receive the distributions in a lump-sum payment,
in installment payments or a combination of both. If a participant's
account balance is equal to or less than $3,500, the account will be
distributed in a lump-sum payment.
5
25
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
Additionally, participants may withdraw funds, with the approval of the
Administrative Committee, from their Plan account for "hardship" reasons as
defined by the Internal Revenue Service (the "IRS").
Plan Contributions
Each year, participants may contribute up to 10% of their pretax annual
compensation, as defined in the Plan agreement. Participant contributions
are subject to certain dollar limitations established by the IRS, which
was $9,240 for both 1995 and 1994. The Participating Companies, at their
discretion, may contribute an amount equal to 25% of every participant
dollar contributed that is not in excess of 6% of the participant's
compensation for the Plan year. Such contributions are funded annually
following the Plan's year-end. The Participating Companies may make
additional matching contributions over and above the 25% discretionary
amount. Effective October 31, 1994, the Plan was amended and restated to
allow any eligible employee who was a participant in a plan qualified under
Section 401 of the IRC and who receives a cash distribution from such plan
to make a rollover contribution to the Plan if he or she is entitled under
Section 402(c)(1) or Section 408(d)(3)(A) of the IRC to rollover such
distribution to another qualified retirement plan.
Vesting and Benefits
Participants are fully vested in their employee contributions, matching
employer contributions and the accumulated earnings thereon. Participants
may elect upon termination of employment to defer payment of their account
balance if it exceeds $3,500. The Plan's obligation for the undistributed
net assets of former employees approximated $10,290,000 and $5,074,000 as
of December 31, 1995 and 1994, respectively. As of December 31, 1995, the
Plan had approximately $205,000 of pending distributions to participants
who elected to withdraw from the Plan. These amounts are recorded as
liabilities and benefit payments in the Form 5500; however, these amounts
are not reflected in the accompanying financial statements in accordance
with generally accepted accounting principles. As of December 31, 1995 and
1994, 6,933 and 7,129 employees, respectively, were participating in the
Plan.
Plan Termination
While it has not expressed any intention to do so, the Administrative
Committee has the right to terminate the Plan. In the event that the Plan
is terminated:
(a) the interest of all affected participants shall be fully vested and
nonforfeitable as of the date of the Plan's termination, and
(b) each participant shall be entitled to receive the entire amount of
his account balance in cash or in assets of the Plan as the Trustee
shall determine.
Participants in the Plan are entitled to certain rights and protection
under the Employee Retirement Income Security Act of 1974 ("ERISA").
6
26
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. The financial statements and supplementary Schedules
I and II have been prepared to satisfy the reporting and disclosure
requirements of ERISA. Certain prior year amounts have been reclassified
to conform with the current year financial statement presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Administrative Committee to
make estimates and assumptions that affect the amount of assets,
liabilities, contributions and distributions. The estimates and assumptions
used in the accompanying financial statements are based upon the
Administrative Committee's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results
may differ from the estimates and assumptions used in preparing the
financial statements.
Investments
During 1995, participants directed their contributions among the following
investment options, and were allowed to change their investment elections
subject to certain restrictions imposed by the funds and the Plan. A brief
description of each investment option is provided below:
ALLTEL Corporation Common Stock Fund - Contributions to this fund are
used to purchase shares of ALLTEL common stock in the open market.
Federated Automated Government Money Trust - Contributions to this
money market fund are principally invested in short-term United States
Treasury obligations.
Federated Max-Cap Fund - Contributions to this fund are invested in
institutional shares of the Federated Index Trust, an open-ended,
management investment company. This fund attempts to duplicate the
composition and total return of the publicly traded common stocks
comprising the Standard & Poor's 500 Index ("S&P 500").
Federated Stock and Bond Fund - Contributions to this fund are
invested in Class A shares of an open-end, diversified management
investment company. This fund invests primarily in stocks and bonds
of larger, well-established companies and direct obligations of the
United States Treasury and other governmental agencies.
Federated U.S. Government Securities Fund - Contributions to this fund
are invested principally in United States Treasury obligations with
original maturities of two to five years.
7
27
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
Fidelity Equity-Income Fund - This fund seeks reasonable income by
investing primarily in income-producing equity securities. The fund
invests in common and preferred stocks (approximately 80% of its
portfolio) and debt securities (approximately 20% of its portfolio)
whose yields exceed the composite yield of the S&P 500, have rising or
above-average dividends or share potential for future dividend growth.
Fidelity Magellan Fund - This fund seeks long-term capital
appreciation through investment in common stocks and convertible
securities of domestic, foreign and multinational companies.
The Plan also holds investments in three other funds. The Plan does not
permit any additional contributions or investments to be made to these
funds. Participants may elect to transfer amounts invested in the
Government Investment Contract Fund and the NationsBank Real Estate
Collective Fund to one of the other investment options, subject to certain
restrictions imposed by the funds and the Plan. A brief description of
each of these other funds is as follows:
Government Investment Contract Fund (previously reported as the
Metropolitan Life Insurance Company Guaranteed Income Fund) - The
assets of this fund consist of cash and investments made in the Bankers
Trust Pyramid Open-End Government Investment Contract Fund, a
commingled common trust fund.
Boatmen's Investment Services, Inc. Money Market Fund (previously
reported as the Kemper Money Market Fund) - The assets of this fund
are invested in money market securities, and may be withdrawn only at
the time a participant withdraws from the Plan.
NationsBank Real Estate Collective Fund - The assets of this fund
consisted principally of cash and other short-term investments. This
fund was liquidated during 1995.
Any excess cash in the above investment funds is automatically invested
daily by the Trustee into the Nations Cash Reserves Money Market Fund, a
short-term investment fund. Assets consist mainly of corporate demand
notes, commercial paper and short-term U.S. Government securities. The
carrying value approximates fair value due to the short-term maturity of
these investments.
Investments are stated at their fair value as determined by the Trustee.
Securities traded on a national exchange are valued at their quoted market
price on the last business day of the year. Investment contracts are
reported at contract value. The net appreciation (depreciation) in fair
value of investments in the accompanying statement of changes in net
assets available for benefits with fund information reflects the net
difference between the market value and the cost of investments bought
during the year and the net difference between the market value and the
beginning of the year market value of assets held, sold or distributed.
8
28
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
In conjunction with the plan mergers discussed in Note 1, certain of the
Plan's investment options were changed to exclude certain investment options
which existed at December 31, 1994. The net assets available for benefits
of these closed investment funds (the "Closed Investment Funds") as of
December 31, 1994 were as follows:
Investment Fund
Federated Capital Preservation Fund $ 13,661,368
Federated Growth Trust 9,291,751
Federated Stock Trust 15,291,147
Fidelity GNMA Portfolio 617,658
Fidelity Managed Income Portfolio 1,470,681
Fidelity Retirement Government Money Market Fund 2,024,689
Fidelity U.S. Equity Index Portfolio 1,348,286
INVESCO Total Return Fund 3,650,599
INVESCO Industrial Income Fund 4,411,591
Total $51,767,770
Effective January 1, 1995, the balances in all of the Closed Investment
Funds were transferred to the Federated Automated Government Money Trust
Fund.
Plan Expenses
As outlined in the Plan document, expenses related to the Plan's operation
are paid from Plan assets unless ALLTEL elects to pay these expenses.
ALLTEL paid all administrative expenses related to the Plan in 1995.
4. PARTICIPANT LOANS
Participants of the Plan can borrow from the Plan amounts not to exceed 50%
of the participant's vested balance, up to a maximum loan amount of $50,000.
Such loans are allowed only for specific purposes and must be repaid
through payroll deductions within five years, unless used to purchase a
principal residence. Loans bear interest at rates determined by the
Administrative Committee upon execution of the loan.
5. EMPLOYER CONTRIBUTIONS
Contributions in the amount of $3,366,900 due to the Plan from the
Participating Companies had not been funded or allocated among the Plan's
funds as of December 31, 1995.
9
29
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
6. RECEIVABLE FROM INVESCO
Included in the assets transferred from the TDS Healthcare Systems
Corporation Profit Sharing Plan as of December 31, 1994, was a receivable
in the amount of $8,163,119 from INVESCO, which represented the proceeds
from the sale of certain investment funds which had not been received as of
that date.
7. PLAN AMENDMENTS
During 1995, the following amendments to the Plan agreement were adopted:
1 Provided for the merger of the TDS Healthcare Systems Corporation
Profit Sharing Plan with and into the Plan, effective December 31,
1994.
2 Provided for the transfer of assets from the Plan to one or more
qualified plans designated by Citizens Utilities Company
("Citizens"). The transfer of assets was authorized in conjunction
with the sale of certain telephone properties by ALLTEL to
Citizens. As a result of the sale, certain employees of ALLTEL
were transferred to Citizens and were no longer participants of
the Plan. Also, provided that a participant who voluntarily
suspends his/her salary deferral contribution will not be
considered an active participant. A participant may resume
contributions and regain active status upon the exercise of
certain procedures, as prescribed by the Administrator.
3 Provided for the transfer of assets into the Plan from a qualified
plan administered by Citizens ("Citizens Plan"). The transfer of
assets was in conjunction with the sale of certain telephone
properties by Citizens to ALLTEL. As a result of the sale,
certain employees of Citizens were transferred to ALLTEL and became
participants of the Plan. Effective with the transfer, the general
provisions of the Plan govern with respect to the interests of the
former employees of Citizens, to the extent not inconsistent with
any provision of the Citizens Plan that may not be eliminated under
Section 411(d)(6) of the IRC. Also, provided for the transfer of
assets from the Plan to one or more qualified plans designated by
FIserve, Inc. ("FIserve"). The transfer of assets was authorized
in conjunction with the sale of ALLTEL's check processing
operations to FIserve. As a result of the sale, certain employees
of ALLTEL were transferred to FIserve and were no longer
participants of the Plan. Finally, provided for the merger of the
Vertex Business Systems, Inc. 401(k) Employee Savings Plan with
and into the Plan, effective January 1, 1996.
10
30
ALLTEL CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES, Continued
____
8. TAX STATUS
The Plan has received a favorable determination letter from the IRS dated
October 4, 1995, which states that the Plan, as restated January 1, 1994,
is "qualified" for the purposes of Section 401(a) of the IRC. Amendments
Nos. 1 through 3 have not yet been filed with the IRS. The Administrative
Committee is of the opinion that the Plan, as amended, is designed and
operating in accordance with applicable IRS requirements, and therefore,
Plan income, subject to certain limitations, remains exempt from federal
income taxes. Employer contributions and income of the Plan are not taxable
to the participants until withdrawals or distributions are made.
9. TRANSFER OF ASSETS FROM OTHER PLANS
During 1995, ALLTEL sold certain telephone properties in Arizona,
California, New Mexico, Oregon, Tennessee, Utah and West Virginia to
Citizens in exchange for cash and certain telephone properties in
Pennsylvania. Under terms of the sales agreement, assets in the amount of
$3,596,159 were transferred from the Plan to a qualified plan administered
by Citizens. The assets transferred represented the vested account balances
of the former ALLTEL employees who became employees of Citizens. Similarly,
assets in the amount of $204,315 were transferred to the Plan from Citizens.
The transferred assets represented the vested account balances of the former
Citizens employees who became employees of ALLTEL and participants of the
Plan.
Also during 1995, ALLTEL sold its check processing operations to FIserve.
Under terms of the sales agreement, assets in the amount of $1,718,332 were
transferred from the Plan to a qualified plan administered by FIserve. The
assets transferred represented the vested account balances of the former
ALLTEL employees who became employees of FIserve.
11
31
Schedule I
ALLTEL CORPORATION THRIFT PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
[Enlarge/Download Table]
Number of
Units/Shares Historical Cost Fair Value
Fair value determined by Trustee:
Mutual Investment Funds:
Federated Automated Government Money Trust 34,896,010 $ 34,896,010 $ 34,896,010
Federated Max-Cap Fund 759,723 9,687,529 10,241,071
Federated Stock and Bond Fund 940,421 15,248,086 16,636,043
Federated U.S. Government Securities Fund 823,664 8,368,166 8,804,968
Fidelity Equity-Income Fund 590,714 18,980,824 22,405,794
Fidelity Magellan Fund 562,602 39,998,619 48,372,560
127,179,234 141,356,446
Other Investments:
* ALLTEL Corporation Common Stock 891,066 15,077,744 26,286,447
Boatmen's Investment Services, Inc.
Money Market Fund 420,345 420,345 420,345
* Nations Cash Reserves Money Market Fund 2,130,185 2,130,185 2,130,185
Bankers Trust Pyramid Co.
Government Investment Contract - 4,200,696 4,200,696
* Loans to Participants with interest rates
ranging from 6.00% to 10.91% - 4,290,393 4,290,393
Total investments $153,298,597 $178,684,512
<FN>
* Indicates a party in interest.
</FN>
The accompanying notes are an integral part of this schedule.
12
32
Schedule II
ALLTEL CORPORATION THRIFT PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
for the year ended December 31, 1995
[Enlarge/Download Table]
Number of Purchase Number of Selling Net Gain/
Identity of Party Involved Description of Asset Purchases Price Sales Price Cost (Loss)
*ALLTEL Corporation ALLTEL Corporation
Common Stock 34 $ 4,645,495 30 $5,874,237 $ 6,199,720 $ (325,483)
Federated Securities Corp. Federated Automated
Government Money Trust 69 35,218,466 139 14,374,063 14,374,063 -
Federated Securities Corp. Federated Max Cap Fund 142 10,066,782 36 434,766 379,253 55,513
Federated Securities Corp. Federated U.S. Government
Securities Fund 105 10,154,562 77 1,854,652 1,786,545 68,107
Fidelity Investments Fidelity Equity-Income Fund 132 17,562,093 54 1,267,085 1,104,195 162,890
Fidelity Investments Fidelity Magellan Fund 143 26,251,877 43 1,903,363 1,508,917 394,446
*NationsBank of Texas, N.A. Nations Cash Reserves
Money Market Fund 99 8,561,903 32 6,431,718 6,431,718 -
<FN>
* Indicates a party in interest.
(a) Represents a transaction or a series of transactions in excess of 5% of the
fair value of plan assets at the beginning of the year.
</FN>
The accompanying notes are an integral part of this schedule.
13
33
Dates Referenced Herein and Documents Incorporated by Reference
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