Exhibit (99)(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-4278
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CAPITAL CITIES/ABC, INC.
77 West 66 Street
New York, New York 10023
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Capital Cities/ABC, Inc. Savings & Investment Plan
Date: March 17, 1995 __________________________________
David J. Vondrak, a member
of the Employee Benefits Committee
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1994 AND 1993
(WITH REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS THEREON)
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
Index to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
Statements of Financial Condition as of
December 31, 1994 and 1993
Statements of Income and Changes in Plan Equity
for the years ended December 31, 1994 and 1993
Notes to Financial Statements
Supplemental Schedules:
-----------------------
Item 27(a) - Assets Held for Investment
Single Transactions in Excess of 5% of the Current Value of Plan Assets
Series of Transactions in Excess of 5% of the Current Value of Plan Assets
Exhibit:
--------
Consent of Ernst & Young LLP
There were no party-in-interest transactions which are prohibited by ERISA
section 406 and for which there is no statutory or administrative exemption.
REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
The Board of Directors
Capital Cities/ABC, Inc.
We have audited the accompanying statements of financial condition of the
Capital Cities/ABC, Inc. Savings & Investment Plan (the Plan) as of December 31,
1994 and 1993, and the related statements of income and changes in plan equity
for each of the two years in the period ended December 31, 1994. 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 financial condition of the Plan at December 31, 1994
and 1993, and the results of its operations and changes in its plan equity for
each of the two years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1994 and reportable transactions in
excess of 5% of the current value of plan assets for the year then ended, are
presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1994 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1994 financial
statements taken as a whole.
ERNST & YOUNG LLP
New York, New York
March 17, 1995
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1994 AND 1993
ASSETS 1994 1993
------ ------------ ------------
Investments, at market:
Fidelity Management Trust Company
Common Trust Funds:
Capital Cities/ABC, Inc. Common Stock Fund
(cost of $178,911,112 and $138,594,027
in 1994 and 1993, respectively) $404,971,567 $279,231,572
Fidelity Asset Manager (cost: $50,086,655) 47,562,305 -
Fidelity Retirement Money Market Portfolio
(cost: $37,572,634) 37,572,634 -
Fidelity Magellan Fund (cost: $31,687,157) 32,080,436
Fidelity Growth & Income Portfolio
(cost: $24,720,813) 24,232,136
Fidelity Institutional Short-Intermediate
Government Portfolio (cost: $10,481,785) 10,331,956
Equity Securities (cost: $37,050,924) - 42,377,131
Other investments:
Bankers Trust Pyramid Directed Account
Cash Fund - 3,797,926
Funds on deposit with insurance companies - 113,629,385
------------ ------------
Total investments 556,751,034 439,036,014
------------ ------------
Participant loans 11,620,340 9,093,543
Interest and dividends receivable - 305,971
Due from Capital Cities/ABC, Inc. 4,102,393 2,260,057
------------ ------------
TOTAL ASSETS $572,473,767 $450,695,585
============ ============
LIABILITIES AND PLAN EQUITY
---------------------------
Due to terminated and withdrawing participants $ - $ 4,983,927
Payables for purchases of investments - 458,865
Plan equity 572,473,767 445,252,793
------------ ------------
TOTAL LIABILITIES AND PLAN EQUITY $572,473,767 $450,695,585
============ ============
See accompanying notes to financial statements.
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
STATEMENTS OF INCOME AND
CHANGES IN PLAN EQUITY
YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993
------------ ------------
Dividend and interest income $ 6,770,557 $ 8,682,497
Net gain on sales of investments 29,299,005 14,817,760
Net increase in unrealized appreciation
of plan assets held at year end 77,327,126 45,286,295
------------ ------------
113,396,688 68,786,552
------------ ------------
Contributions:
Participants 29,399,107 25,143,822
Employer 11,889,585 11,198,503
------------ ------------
Total contributions 41,288,692 36,342,325
------------ ------------
Interest on participant loans 568,154 565,127
------------ ------------
Total 155,253,534 105,694,004
------------ ------------
Distributions to terminated and
withdrawing participants 27,907,619 34,531,592
Administrative expenses 124,941 232,642
------------ ------------
Change in plan equity 127,220,974 70,929,770
------------ ------------
Plan equity:
Beginning of year 445,252,793 374,323,023
------------ ------------
END OF YEAR $572,473,767 $445,252,793
============ ============
See accompanying notes to financial statements.
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(1) Description of Plan
-------------------
Capital Cities/ABC, Inc. Savings & Investment Plan (the "Plan") is an employee
savings and investment plan for participating employees of American Broadcasting
Companies, Inc. (ABC) (an indirect wholly owned subsidiary of Capital
Cities/ABC) and those other subsidiaries and divisions of Capital Cities/ABC
which were previously a part of, or affiliates of ABC. Individuals who became
employees of the corporate and other broadcasting properties of Capital
Cities/ABC subsequent to 1988 are eligible to participate in the Plan. In
addition, approximately 5,000 employees of certain properties within Capital
Cities/ABC's Publishing Group are eligible to participate in the Plan.
Under the Plan, eligible employees may authorize payroll deductions of either 1,
2, 3, 4 or 5% of their annual compensation to be invested in one or more of six
funds. Such contributions may be in the form of regular after-tax contributions,
or tax deferred contributions. Capital Cities/ABC will contribute an amount
equal to 50% of such deductions, such amount to be invested in the fund
consisting of Capital Cities/ABC, Inc. common stock. In addition, an employee
may also authorize unmatched payroll deductions within specified limits to be
invested in one or more of the funds described herein. Under the Employee
Retirement Income Security Act of 1974 ("ERISA"), annual additions to a
participant's account (consisting of combined employee and employer-matched
contributions) cannot exceed the lesser of $30,000 or 25% of compensation, as
defined. In 1994 and 1993, the IRS-imposed limitation on tax deferred
contributions made by employees was $9,240 and $8,994, respectively.
Participants are immediately vested with respect to their own contributions.
Until December 31, 1994, participants with less than 5 years of service vest
with respect to employer contributions over a three-year period, one-third each
year. Effective January 1, 1995, matching employer contributions credited to
participants' accounts will vest as follows: (a) 50% at the end of the Plan year
for which the contributions were made; and (b) an additional 50% at the end of
the Plan year immediately following the Plan year for which contributions were
made. Upon death, permanent disability, retirement or termination of service
after age 65, a participant's account is considered fully vested.
The Plan permits the Employee Benefits Committee to postpone distributions of a
member's account in instances where a member's termination of services arises
out of a change in ownership of stock or all or part of the assets of a member's
employing unit and such member is reemployed by the acquiring entity, if such
termination is not deemed a "separation from service" within the meaning of the
applicable income tax rulings or regulations. In such instances the Employee
Benefits Committee may postpone the distribution until such distribution may be
accomplished without adverse income tax consequences to the member or to the
Plan or may allow a transfer to another qualified plan or allow a permissible
tax-free rollover.
Through May 31, 1994, Bankers Trust was the trustee of the Plan. Effective June
1, 1994, the Company entered into a new trust agreement with Fidelity Management
Trust Company and its affiliates (collectively, "Fidelity" or the "Trustee") to
serve as trustee, investment manager, and recordkeeper of the Plan and its
related trust. In connection with such change in trustee, in June 1994, all
investments held by Bankers Trust were transferred to and reinvested in the
investment funds provided by Fidelity.
-1-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(1) Description of Plan (Continued)
-------------------
The above description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan provisions and investment options.
(2) Summary of Significant Accounting Policies
------------------------------------------
Certain prior year amounts have been reclassified to conform with the current
period's presentation.
The accompanying financial statements present plan equity and changes therein of
the Plan on an accrual basis. Effective June 1, 1994, participants may
contribute in any one or a combination of the following six investment options:
Capital Cities/ABC, Inc. Common Stock Fund - This fund consists of Capital
Cities/ABC, Inc. common stock which is valued at current market value. The
Fund's returns are governed by the performance of the Company's common stock.
Fidelity Asset Manager - This fund consists of a neutral mix of stocks, bonds
and short-term investments of both U.S. and foreign corporations and
governments.
Fidelity Retirement Money Market Portfolio - This fund invests in short-term
money market instruments, such as bank certificates of deposit, issued by both
U.S. and foreign banks, insurance companies and government agencies.
Fidelity Magellan Fund - This fund invests in stocks of both U.S. and foreign
companies. These investments may be in large corporations as well as smaller,
less well-known companies.
Fidelity Growth & Income Portfolio - This option invests in stocks, bonds and
short-term investments of U.S. and foreign companies that offer growth potential
while paying dividends.
Fidelity Institutional Short-Intermediate Government Portfolio - This option
invests in government-issued investments maturing in a short to intermediate
length of time, usually three to five years.
All investments in Fidelity mutual funds are valued at the last reported sales
price on the last business day of the year.
Prior to June 1, 1994, participants contributed to any one or a combination of
the following three funds:
Capital Cities/ABC, Inc. Common Stock Fund - This fund held all investments made
in the common stock of the Company and was valued at current market value.
Diversified Equity Fund - This fund consisted of equity securities and
convertible debentures of companies other than Capital Cities/ABC. The market
value of the equity investments was based on year-end stock quotations from the
New York Stock Exchange.
-2-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(2) Summary of Significant Accounting Policies (Continued)
------------------------------------------
Fixed Interest Fund - This fund consisted of funds on deposit with insurance
companies under contracts which provided a fixed annual rate of interest. The
Fixed Interest Fund was valued at the contracts' carrying amounts.
Realized gains and losses on sales of securities are accounted for on a weighted
average cost basis. Purchases and sales are recorded on a trade date basis.
Dividend income is accrued on the ex-dividend date. Interest income is recorded
on an accrual basis as earned.
Distributions to terminated and withdrawing participants are based upon the
market value of units and/or shares credited to participants' accounts as of the
effective date of withdrawal.
Employer contributions are reported net of forfeitures of $81,050 and $254,154
for 1994 and 1993, respectively.
Participant accounts are maintained on a unit basis as determined by the Trustee
(See Administration of the Plan below). The per unit values for each investment
--------------------------
fund were as follows:
December 31,
1994 1993
------ -----
Capital Cities/ABC, Inc. Common Stock Fund $11.79 *
Fidelity Asset Manager 14.33 $ -
Fidelity Retirement Money Market Portfolio 1.08 -
Fidelity Magellan Fund 68.16 -
Fidelity Growth & Income Portfolio 21.47 -
Fidelity Institutional Short-Intermediate
Government Portfolio 9.32 -
Diversified Equity Fund - 7.20
Fixed Interest Fund - 4.49
* During 1993, the value of a participant's account was determined based upon
the share value of the Capital Cities/ABC, Inc. Common Stock Fund. At December
31, 1993, there were 450,737 shares (prior to the Company's ten-for-one stock
split in June 1994) of the Company's stock in the fund.
(3) Administrative Expenses
-----------------------
Effective June 1, 1994, brokerage commissions and stock transfer taxes in
connection with the purchase and sale of securities are absorbed within the net
asset value of each investment fund on each business day. All other costs and
expenses incurred in connection with the administration of the Plan not paid by
the Company will be charged to the participants' accounts.
Prior to June 1, 1994, costs incurred specifically by the Plan were paid
directly from funds of the Plan.
-3-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments
-----------
Participants direct their individual accounts to be invested among the six
Fidelity funds offered by the Plan. Financial information relating to the
Plan's equity and changes therein for the years ended December 31, 1994 and 1993
is as follows:
Combining Statement of Financial Condition
------------------------------------------
December 31, 1994
-----------------
Retirement
Capital Money
Total Cities/ABC Asset Market
ASSETS Funds Stock Fund Manager Portfolio
------ ------------ ------------ ----------- -----------
Investments $556,751,034 $404,971,567* $47,562,305* $37,572,634*
Participant loans 11,620,340 7,390,980 1,091,400 2,884,268
Due from Capital Cities/ABC, Inc. 4,102,393 2,204,982 625,943 276,075
------------ ------------ ----------- -----------
TOTAL ASSETS $572,473,767 $414,567,529 $49,279,648 $40,732,977
============ ============ =========== ===========
PLAN EQUITY
-----------
Plan equity $572,473,767 $414,567,529 $49,279,648 $40,732,977
------------ ------------ ----------- -----------
TOTAL PLAN EQUITY $572,473,767 $414,567,529 $49,279,648 $40,732,977
============ ============ =========== ===========
* Individual investment representing 5% or more of the Plan's net assets.
(Continued on next page)
-4-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments (continued)
-----------
Combining Statement of Financial Condition
------------------------------------------
December 31, 1994
-----------------
Institutional
Short
Growth & Intermediate
Magellan Income Government
ASSETS Fund Portfolio Portfolio
------ ----------- ----------- -------------
Investments $32,080,436* $24,232,136 $10,331,956
Participant loans 126,694 76,904 50,094
Due from Capital Cities/ABC, Inc. 528,213 361,813 105,367
----------- ----------- -------------
TOTAL ASSETS $32,735,343 $24,670,853 $10,487,417
=========== =========== =============
PLAN EQUITY
-----------
Plan equity $32,735,343 $24,670,853 $10,487,417
----------- ----------- -------------
TOTAL PLAN EQUITY $32,735,343 $24,670,853 $10,487,417
=========== =========== =============
* Individual investment representing 5% or more of the Plan's net assets.
-5-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments (continued)
-----------
Combining Statements of Income and Changes in Plan Equity
---------------------------------------------------------
December 31, 1994
-----------------
Capital
Diversified Fixed Cities/ABC
Total Equity Interest Common Asset
Funds Fund Fund Stock Fund Manager
------------ ------------- -------------- ------------ ------------
Dividend and interest
income $ 6,770,557 $ 409,435 $ 1,902,585 $ 168,533 $ 1,437,907
Net gain on sales of
investments 29,299,005 4,375,662 - 25,120,252 (206,940)
Net increase(decrease)in
unrealized appreciation
of plan assets held
at year end 77,327,126 (5,326,207) - 85,422,910 (2,524,350)
------------ ------------ ------------- ------------ -----------
113,396,688 (541,110) 1,902,585 110,711,695 (1,293,383)
------------ ------------ ------------- ------------ -----------
Contributions:
Participants 29,399,107 2,769,580 4,946,044 10,679,071 3,612,930
Employer 11,889,585 - - 11,889,585 -
------------ ------------ ------------- ------------ -----------
Total contributions 41,288,692 2,769,580 4,946,044 22,568,656 3,612,930
------------ ------------ ------------- ------------ -----------
Interest on participant
loans 568,154 22,112 57,491 322,777 55,836
Participant net transfers - (582,065) (10,369,778) 18,371,930 (1,352,300)
Liquidations/transfers
to new funds - (49,137,149) (108,226,812) - 49,137,149
------------ ------------ ------------- ------------ -----------
Total 155,253,534 (47,468,632) (111,690,470) 151,975,058 50,160,232
------------ ------------ ------------- ------------ -----------
Distributions to terminated
and withdrawing
participants 27,907,619 1,227,331 4,409,943 17,784,981 863,386
Administrative expenses 124,941 64,023 64 14,878 17,198
------------ ------------ ------------- ------------ -----------
Change in plan equity 127,220,974 (48,759,986) (116,100,477) 134,175,199 49,279,648
------------ ------------ ------------- ------------ -----------
Plan equity:
Beginning of year 445,252,793 48,759,986 116,100,477 280,392,330 -
------------ ------------ ------------- ------------ -----------
End of year $572,473,767 $ - $ - $414,567,529 $49,279,648
============ ============ ============= ============ ===========
(Continued on next page)
-6-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments (continued)
-----------
Combining Statements of Income and Changes in Plan Equity
---------------------------------------------------------
December 31, 1994
-----------------
Institutional
Retirement Short
Money Growth & Intermediate
Market Magellan Income Government
Portfolio Fund Portfolio Portfolio
------------- ----------- ------------ --------------
Dividend and interest
income $ 2,092,691 $ 19,213 $ 556,005 $ 184,188
Net gain on sales of
investments - 20,869 (1,263) (9,575)
Net increase (decrease) in
unrealized appreciation
of plan assets held at
year end - 393,279 (488,677) (149,829)
------------ ----------- ----------- -----------
2,092,691 433,361 66,065 24,784
------------ ----------- ----------- -----------
Contributions:
Participants 1,371,395 3,210,364 2,153,553 656,170
Employer - - - -
------------ ----------- ----------- -----------
Total contributions 1,371,395 3,210,364 2,153,553 656,170
------------ ----------- ----------- -----------
Interest on participant
loans 31,057 45,331 26,079 7,471
Participant net transfers (68,522,576) 29,319,384 22,683,504 10,451,901
Liquidations/transfers
to new funds 108,226,812 - - -
------------ ----------- ----------- -----------
Total 43,199,379 33,008,440 24,929,201 11,140,326
------------ ----------- ----------- -----------
Distributions to terminated
and withdrawing
participants 2,450,487 269,544 254,039 647,908
Administrative expenses 15,915 3,553 4,309 5,001
------------ ----------- ----------- -----------
Change in plan equity 40,732,977 32,735,343 24,670,853 10,487,417
------------ ----------- ----------- -----------
Plan equity:
Beginning of year - - - -
------------ ----------- ----------- -----------
End of year $ 40,732,977 $32,735,343 $24,670,853 $10,487,417
============ =========== =========== ===========
-7-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments (continued)
-----------
Combining Statement of Financial Condition
------------------------------------------
December 31, 1993
-----------------
Capital Cities/
ABC, Inc. Diversified Fixed
Common Stock Equity Interest
ASSETS Total Funds Fund Fund Fund
------ ------------ ---------------- ----------- ------------
Investments, at market
Equity Securities:
Capital Cities/ABC, Inc.
common stock $279,231,572 $279,231,572* $ - $ -
Other 42,377,131 - 42,377,131 -
------------ ------------ ----------- ------------
Total equity securities 321,608,703 279,231,572 42,377,131 -
------------ ------------ ----------- ------------
Other investments:
Bankers Trust Pyramid Directed
Account Cash Fund 3,797,926 53,311 3,720,113 24,502
Funds on deposit with
insurance companies 113,629,385 - - 113,629,385*
------------ ------------ ----------- ------------
Total other investments 117,427,311 53,311 3,720,113 113,653,887
------------ ------------ ----------- ------------
Total investments 439,036,014 279,284,883 46,097,244 113,653,887
------------ ------------ ----------- ------------
Participant loans 9,093,543 5,649,738 867,763 2,576,042
Interest and dividends
receivable 305,971 26,968 74,649 204,354
Due from Capital Cities/
ABC, Inc. 2,260,057 (1,777,944) 2,382,983 1,655,018
------------ ------------ ----------- ------------
TOTAL ASSETS $450,695,585 $283,183,645 $49,422,639 $118,089,301
============ ============ =========== ============
LIABILITIES AND PLAN EQUITY
---------------------------
Due to terminated and withdrawing
participants $ 4,983,927 $ 2,791,315 $ 203,788 $ 1,988,824
Payables for purchases of
investments 458,865 - 458,865 -
Plan equity 445,252,793 280,392,330 48,759,986 116,100,477
------------ ------------ ----------- ------------
TOTAL LIABILITIES
AND PLAN EQUITY $450,695,585 $283,183,645 $49,422,639 $118,089,301
============ ============ =========== ============
* Individual investment representing 5% or more of the Plan's net assets.
-8-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(4) Investments (continued)
-----------
Combining Statement of Income and Changes in Plan Equity
--------------------------------------------------------
December 31, 1993
-----------------
Capital Cities/
ABC, Inc. Diversified Fixed
Common Stock Equity Interest
Total Funds Fund Fund Fund
------------ --------------- ----------- ------------
Dividend and interest income $ 8,682,497 $ 127,550 $ 886,313 $ 7,668,634
Net gain on sales of
investments 14,817,760 5,331,485 2,988,256 6,498,019
Net increase in unrealized
appreciation of plan assets
held at year end 45,286,295 45,232,085 54,210 -
------------ ------------ ----------- ------------
68,786,552 50,691,120 3,928,779 14,166,653
------------ ------------ ----------- ------------
Contributions:
Participants 25,143,822 5,716,341 7,541,631 11,885,850
Employer 11,198,503 11,198,503 - -
------------ ------------ ----------- ------------
Total contributions 36,342,325 16,914,844 7,541,631 11,885,850
------------ ------------ ----------- ------------
Interest on participant loans 565,127 363,265 56,512 145,350
Participant transfers - (3,651,421) 1,588,091 2,063,330
------------ ------------ ----------- ------------
Total 105,694,004 64,317,808 13,115,013 28,261,183
------------ ------------ ----------- ------------
Distributions to terminated
and withdrawing participants 34,531,592 19,296,055 3,654,193 11,581,344
Administrative expenses 232,642 - 232,642 -
------------ ------------ ----------- ------------
Change in plan equity 70,929,770 45,021,753 9,228,178 16,679,839
------------ ------------ ----------- ------------
Plan equity:
Beginning of year 374,323,023 235,370,577 39,531,808 99,420,638
------------ ------------ ----------- ------------
End of year $445,252,793 $280,392,330 $48,759,986 $116,100,477
============ ============ =========== ============
-9-
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(5) Termination of the Plan
-----------------------
Although Capital Cities/ABC has not expressed any intent to terminate the Plan,
it may be terminated at any time by action of its Board of Directors, subject to
the provisions of ERISA. In the event of termination, the amounts credited to
the participants' accounts become fully vested and the Trustee is required to
distribute such amounts to participants or continue the trust fund and pay
benefits therefrom in accordance with the provisions of the Plan.
(6) Income Tax Status
-----------------
The Internal Revenue Service ("IRS") advised Capital Cities/ABC on March 24,
1989 that the Plan is qualified under Section 401(a) of the Internal Revenue
Code ("IRC"), and therefore, its related trust is exempt from Federal income
taxes under the provisions of Section 501(a) of the IRC. In 1994, the Plan was
submitted to the IRS for a new determination which would apply to the amended
Plan's continued qualified status under Section 401(a) of the IRC. The Plan has
been amended to comply with certain legislative and regulatory changes.
Participants are not subject to Federal income tax on employer contributions
made to their accounts under the Plan, or on the earnings in their accounts,
until amounts in their accounts are withdrawn or distributed.
-10-
SUPPLEMENTAL SCHEDULES
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
ITEM 27(A) - ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
NUMBER MARKET
OF UNITS COST VALUE
---------- ------------ ------------
Fidelity Management Trust Company Funds:
Capital Cities/ABC, Inc. Common
Stock Fund 35,153,782 $178,911,112 $404,971,567
Asset Manager 3,439,068 50,086,655 47,562,305
Retirement Money Market Portfolio 37,572,634 37,572,634 37,572,634
Magellan Fund 480,246 31,687,157 32,080,436
Growth & Income Portfolio 1,148,987 24,720,813 24,232,136
Institutional Short-Intermediate
Government Portfolio 1,125,485 10,481,785 10,331,956
------------ ------------
$333,460,156 $556,751,034
============ ============
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
SINGLE TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994
Cost of Cost of
Investment Proceeds Investment Gain/
Shares Description of Investment Purchased from Sale Disposed (Loss)
------ ---------------------------- ----------- ----------- ----------- ------
67,517,464 AETNA Life Group Annuity $ - $67,517,464 $67,517,464 $ -
Contract (2.91%)
42,498,121 Bankers Trust Pyramid 42,498,121 - - -
Directed Account Cash Fund
49,047,823 Bankers Trust Pyramid - 49,047,823 49,047,823 -
Directed Account Cash Fund
36,208,300 Metropolitan Life Group - 36,208,300 36,208,300 -
Annuity Contract (6.31%)
39,084,310 Metropolitan Life Group - 39,084,310 39,084,310 -
Annuity Contract (6.44%)
39,084,310 Metropolitan Life Group 39,084,310 - - -
Annuity Contract (6.31%)
There were no category (ii) or (iv) reportable transactions during 1994.
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994
Total
Type of Number of Purchase
Description of Investments Transaction Transactions Price
-------------------------- ----------- ------------ ------------
Bankers Trust Pyramid Directed Purchases 128 $ 81,692,040
Account Cash Fund Sales 73 -
Aetna Life Group Annuity Purchases - -
Contract (2.91%) Sales 8 -
Metropolitan Life Group Purchases - -
Annuity Contract (6.44%) Sales 1 -
Metropolitan Life Group Purchases 7 40,061,700
Annuity Contract (6.31%) Sales 7 -
Capital Cities/ABC, Inc. Purchases 74 194,207,149
Common Stock Fund Sales 67 -
Asset Manager Purchases 71 77,046,581
Sales 65 -
Retirement Money Market Portfolio Purchases 81 114,856,427
Sales 72 -
Magellan Fund Purchases 61 33,880,147
Sales 58 -
Growth & Income Portfolio Purchases 60 26,176,961
Sales 57 -
There were no category (ii) or (iv) reportable transactions during 1994.
(Continued on next page)
CAPITAL CITIES/ABC, INC. SAVINGS & INVESTMENT PLAN
SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994
Cost
Redemption Investments Realized
Description of Investments Price Sold Gain/(Loss)
----------------------------------- ----------- ----------- ------------
Bankers Trust Pyramid Directed $ - $ - $ -
Account Cash Fund 85,489,927 85,489,927 -
Aetna Life Group Annuity - - -
Contract (2.91%) 75,626,288 75,626,288 -
Metropolitan Life Group - - -
Annuity Contract (6.44%) 39,084,310 39,084,310 -
Metropolitan Life Group - - -
Annuity Contract (6.31%) 40,061,700 40,061,700 -
Capital Cities/ABC, Inc. - - -
Common Stock Fund 32,029,546 15,659,184 16,370,362
Asset Manager - - -
26,702,780 26,992,831 (290,051)
Retirement Money Market Portfolio - - -
77,210,423 77,210,423 -
Magellan Fund - - -
2,213,832 2,193,955 19,877
Growth & Income Portfolio - - -
1,454,858 1,458,746 (3,888)
There were no category (ii) or (iv) reportable transactions during 1994.
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No 33-2196) pertaining to the Capital Cities/ABC, Inc. Savings & Investment
Plan and in the related Prospectus of our report dated March 17, 1995, with
respect to the financial statements and schedules of the Capital Cities/ABC,
Inc. Savings & Investment Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1994.
ERNST & YOUNG LLP
New York, New York
March 17, 1995