SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
{X} ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
{ } TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file numbers 2-98306 and 33-13066
A. Full title of the plan:
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
THE COMMON-WEALTH BUILDER
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Commonwealth Telephone Enterprises, Inc.
100 CTE Drive
Dallas, Pennsylvania, 18612-9774
Commonwealth Telephone
Enterprises, Inc. The
Common-Wealth Builder
Report on Audits of Financial Statements
As of December 31, 1999 and 1998 and for
the year ended December 31, 1999 and
Supplemental Schedules for the year
ended December 31, 1999
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Index to the Financial Statements
and Supplemental Schedules
December 31, 1999 and 1998
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Pages
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Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-11
Supplemental Schedules:
Schedule H, Item 4(i)* - Assets Held for Investment Purposes 12
Schedule H, Item 4(j)* - Reportable Transactions 13
*Refer to item numbers in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the plan periods ended December 31,
1999, which items are incorporated herein by reference.
Report of Independent Accountants
To the Participants and Administrator of
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Commonwealth Telephone Enterprises, Inc. The Common-Wealth Builder (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 generally
accepted accounting principles. 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 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. These 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
- ------------------------------
PricewaterhouseCoopers LLP
June 28, 2000
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
1999 1998
Investments (see Note 4) $30,658,042 $22,726,260
Receivables:
Employer contributions 72,638 59,329
Participant contributions 162,242 140,639
Dividends 74,850 -
----------- -----------
Net assets available for benefits $30,967,772 $22,926,228
----------- -----------
The accompanying notes are an integral
part of these financial statements.
-2-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1999
- --------------------------------------------------------------------------------
Additions:
Employer contributions $ 887,605
Participant contributions 2,533,335
Interest 47,718
Dividends 1,339,222
Net appreciation in fair value of investments (see Note 4) 4,839,803
Transfer of assets from other plans 11,995
------------
Total additions 9,659,678
------------
Deductions:
Benefits paid to participants 1,616,184
Administrative fees 1,950
------------
Total deductions 1,618,134
------------
Increase in net assets available for benefits 8,041,544
Net assets available for benefits:
Beginning of year 22,926,228
------------
End of year $30,967,772
------------
The accompanying notes are an integral
part of these financial statements.
-3-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
1. Description of Plan
The following brief description of Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all employees
who are not covered by collective bargaining agreements of Commonwealth
Telephone Enterprises, Inc. and its subsidiaries (the "Company" or "CTE"),
and who have attained the age of twenty-one and have three months of
enlisted service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974.
Contributions
Participants in the Plan may contribute between 1% and 15% of their annual
compensation. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans.
The Company contributes on behalf of each participant an amount not to
exceed 3.5% of the participant's compensation during the year. All Company
contributions are used to purchase common stock of CTE. Contributions are
subject to certain limitations.
Participants may change salary deferral elections as of each of the
following entry dates (January 1, April 1, July 1 and October 1).
Participants may change investment elections on a daily basis, subject to
limitations on CTE stock.
Participant's Account
Each participant's account is credited with the participant's contributions
and allocations of the Company's contribution and Plan earnings, and charged
with an allocation of administrative expenses. Allocations are made in
direct proportion to the respective amount in each participant's account.
The benefit to which a participant is entitled is the participant's account
balance.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching contributions portion of
their accounts, plus earnings thereon, is based on years of continuous
service. A participant is 100 percent vested after five years of credited
service.
Plan Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive a lump-sum distribution if the value of the
participant's account is less than or equal to $5,000. If the value of the
participant's account is greater than $5,000, the participant may elect to
have their benefit paid out in an annuity.
A participant may elect to have the lump-sum distribution paid in cash, CTE
common stock or in-kind depending upon the elected fund within which
participant contributions were deposited. If a member elects to receive
stock, only whole shares are distributed with cash being distributed in lieu
of fractional shares.
-4-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
Additionally, the Plan permits participants to withdraw a portion or all of
their vested account balance. These special distributions include in service
distributions and hardship withdrawals. An active participant may request an
in service distribution upon attaining age 59 1/2. A hardship withdrawal may
be granted to a participant for emergency circumstances as defined by the
Plan.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of 50% of their vested account balance or
$50,000. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Loan Fund. Loan terms range from 1-5 years
unless the loan is for the purchase of a primary residence, for which the
term is 30 years. The loans are secured by the balance in the participant's
account and bear interest at the prime rate plus one basis point. Principal
and interest is paid ratably through monthly payroll deductions.
Forfeitured Accounts
At December 31, 1999 forfeited nonvested accounts totaled $69,073. These
accounts will be used to reduce future employer contributions. In 1999,
there were no forfeitures used to reduce employer contributions.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. The guaranteed
investment contracts held in the Merrill Lynch Retirement Preservation Trust
Fund are valued at fair value. The Company's stock is valued at its quoted
market price on the last day of the year. Participant loans are valued at
cost which approximates fair value.
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 Plan presents in the statement of changes in net assets available for
benefits the net 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.
Investments in Common Collective Trust
The Merrill Lynch Retirement Preservation Trust Fund (the "Trust Fund")
invests in various term guaranteed insurance contracts and maintains a cash
reserve balance with all excess funds. The average yield and the weighted
average crediting interest rate are based on the underlying contracts.
-5-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
The Trust Fund's investment contracts are reported at their estimated fair
value. The investment contracts are nontransferable but provide for benefit
responsive withdrawals by plan participants at contract value. Benefit
responsive withdrawals are provided for on a proportional basis by the
issuers of the investment contracts. In determining fair value, the Plan's
trustee's valuation committee primarily considers such factors as the
benefit responsiveness of the investment contract and the ability of the
parties to the investment contract to perform in accordance with the terms
of the contract. Generally, fair value approximates contract value
(contributions made plus interest accrued at the current rate, less
withdrawals and fees). If, however, an event has occurred that may impair
the ability of the contract issuer to perform in accordance with the
contract terms, fair value may be less than contract value. The contract
value of the Trust Fund at December 31, 1999 and 1998 is $5,145,642 and
$4,937,448, respectively.
The average yield and crediting interest rates were approximately 6.0% for
the years ended December 31, 1999 and 1998.
Expenses of the Plan
Fees and other costs incurred are paid by the Plan, then allocated to each
investment fund.
Payment of Benefits
Benefit payments to participants are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets and changes
therein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term 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.
3. Investment Options
The investment options of the Plan are as follows:
Merrill Lynch Retirement Preservation Trust
Seeks to provide preservation of capital, liquidity, and current income at
levels that are typically higher than those provided by money market funds.
The Trust invests primarily in a broadly diversified portfolio of Guaranteed
-6-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
Investment Contracts and in obligations of the U.S. government and
government-agency securities. Participants purchase units that the Trust
seeks to maintain at $1.00 per unit, although this cannot be guaranteed.
Merrill Lynch S&P 500 Index Fund
Seeks to provide investment results that, before expenses, replicate the
total return of the Standard & Poor's 500 Composite Stock Price Index (S&P
500). In seeking to replicate the total return of the S&P 500, management
generally will allocate investments among common stocks in approximately the
same weighting of the Index.
Merrill Lynch Growth Fund
Seeks growth of capital and, secondarily, income through a diversified
portfolio of primarily equity securities, with principal emphasis on issues
believed by Fund management to be undervalued. The Fund may invest up to 40%
of its total assets in foreign securities.
Merrill Lynch Capital Fund
Seeks the highest total investment return consistent with prudent risk
primarily through a fully managed investment policy that permits management
of the Fund to vary investment in equity, debt, and convertible securities
based on evaluation of changes in economic and market trends. The Fund
invests in high-quality stocks, corporate bonds and cash equivalents, and
may invest up to 25% of its assets in foreign securities. It offers
investors three distinct advantages: Flexibility, Focus on Quality, and
Diversification.
Merrill Lynch Basic Value Fund
Seeks capital appreciation, and secondarily, income, by investing primarily
in equities that appear to be undervalued. The Fund's value-oriented
approach is based on the conviction that certain stocks may, at times, be at
the variance with their fundamental strength and potential for long-term
appreciation. The Fund offers diversification, spreading risk across a range
of companies and industries. The Fund may invest up to 25% of its total
assets in foreign securities.
Merrill Lynch Corporate Bond Fund
Seeks a high level of current income consistent with the investment policies
of the Fund and prudent management. The Fund may invest primarily in bonds
rated in the four highest rating categories with a maximum remaining
maturity not to exceed 10 years. The Fund may invest up to 25% of its total
assets in foreign securities.
Lazard International Equity Fund
The Fund invests primarily in non-U.S. equities with relatively large
capitalizations.
Van Kampen American Value Fund
As value investors, the Fund managers are bargain hunters in every sense of
the word, looking for stocks of well-run companies that are trading at
prices below what they believe are below their intrinsic values. The
managers believe the small- and mid-cap stocks in which they invest are only
temporarily underpriced. Eventually, market forces may close the valuation
gap, lifting the stock's price to a level that fully reflects the company's
true worth.
-7-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
Van Kampen Emerging Growth Fund
The Fund offers long-term capital appreciation potential by investing at
least 65% of its total assets in equity securities issued by small- and
medium-sized companies.
Van Kampen Common Stock Fund
The Fund managers' approach has been to invest in well-established companies
that they believe are undervalued by the stock market. The Fund offers
potential for capital growth and income.
PIMCO High Yield Fund
Seeks maximum total return through investment in an intermediate-term
portfolio of higher yielding bonds with an average duration of 2 to 6 years.
State Street Research Gov't Income Fund
The Fund seeks high current income. Under normal market conditions, the fund
invests at least 65% of the total assets in U.S. government securities. The
Fund may invest up to 35% of the total assets in other government and
private securities.
Alliance Premier Growth Fund
Seeks long-term growth of capital by investing in a limited number of large,
carefully selected, high quality U.S. companies. Alliance's research team
analyzes a universe of 600 large cap stocks and the Fund's managers distill
that list into the "favored" 25 holdings, which normally comprise
approximately two-thirds of the Fund.
Calvert Income Fund
Seeks to maximize long-term income, to the extent consistent with prudent
investment management and preservation of capital, through investment in
bonds and other income -producing securities. The Fund is non diversified
and may include securities with long-, intermediate- and short-term
maturities.
Ivy International Fund
The Fund's principal investment objective is to provide long-term capital
growth, primarily through investment in equity securities traded in
European, Pacific Basin and Latin American markets.
John Hancock Small Cap Growth Fund
Seeks to identify small-sized companies that are growing faster than their
overall business segment for long-term capital appreciation.
Commonwealth Telephone Enterprises Stock Fund
Seeks long-term capital appreciation by investing in CTE common stock.
Loan Fund
The Fund represents the outstanding principal balance for all participants.
-8-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
4. Investments
The following presents investment that represent 5 percent or more of the
Plan's net assets:
December 31,
1999 1998
Investments at fair value:
Merrill Lynch Retirement Preservation Trust $ 5,145,642 $4,937,448
Merrill Lynch Growth Fund 1,953,328 1,570,992
Merrill Lynch Capital Fund 2,826,599 2,656,046
Merrill Lynch Basic Value Fund 5,551,630 5,010,042
Shares of CTE Common Stock* 12,450,891 7,096,448
During 1999, the Plan's investments, including gains and losses on
investments sold, as well as held during the year, appreciated in value by
$4,839,803 as follows:
Merrill Lynch Retirement Preservation Trust $ 1,835
Merrill Lynch S&P 500 Index Fund 7,154
Merrill Lynch Growth Fund 434,092
Merrill Lynch Capital Fund (193,118)
Merrill Lynch Basic Value Fund (2,142)
Merrill Lynch Corporate Bond Fund (22,987)
Lazard International Equity Fund (176)
Van Kampen American Value Fund 514
Van Kampen Emerging Growth Fund 112,476
Van Kampen Common Stock Fund (1,419)
PIMCO High Yield Fund (15)
State Street Research Government Fund (3)
Alliance Premier Growth Fund 18,420
Calvert Income Fund (875)
Ivy International Fund 48,139
John Hancock Small Cap Growth Fund 6,176
CTE Stock* 4,431,732
----------
$4,839,803
----------
*Participant and nonparticipant directed
-9-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
5. Nonparticipant Directed Investments
Information about the net assets and significant components of the changes
in net assets relating to the nonparticipant directed investments is as
follows:
December 31,
1999 1998
Net assets:
CTE Common Stock $4,305,197 $2,031,218
---------- ----------
Changes in net assets:
Contributions 887,605
Net appreciation in fair value of investments 1,517,883
Benefits paid to participants (115,253)
Administrative fees (337)
Interfund transfers (15,919)
----------
$2,273,979
----------
6. Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated June 29, 1993, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. The Plan
administrator and Plan's legal counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements
of the IRC.
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
-10-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Notes to Financial Statements
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
8. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch. Merrill Lynch is the trustee as defined by the Plan and, therefore,
these transactions qualify as party-in-interest. Fees paid by the Plan for
the investment management services amounted to $1,950 for the year end
December 31, 1999.
As described in Note 1, participants may elect to purchase common stock of
CTE, the Plan Sponsor. During 1999, purchases of $2,097,782 were made, and
proceeds of $1,014,677 were received from sales of CTE's common stock.
-11-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Schedule H Item 4(i) - Assets Held for Investment Purposes
December 31, 1999
- --------------------------------------------------------------------------------
(b) (c) (d) (e)
(a) Identity of Issue Description of Asset Cost Current Value
* Merrill Lynch Merrill Lynch Retirement Preservation Trust $ 5,145,642 $ 5,145,642
Merrill Lynch S&P 500 Index Fund 147,164 154,894
Merrill Lynch Growth Fund 1,811,684 1,953,328
Merrill Lynch Capital Fund 2,914,447 2,826,599
Merrill Lynch Basic Value Fund 5,140,122 5,551,630
Merrill Lynch Corporate Bond Fund 397,754 381,703
Lazard International Equity Fund 7,725 7,549
Van Kampen American Value Fund 15,257 15,770
Van Kampen Emerging Growth Fund 540,482 649,174
Van Kampen Common Stock Fund 20,319 18,919
PIMCO High Yield Fund 3,588 3,574
State Street Research Government Fund 214 211
Alliance Premier Growth Fund 208,832 222,475
Calvert Income Fund 33,663 32,787
Ivy International Fund 369,752 419,940
John Hancock Small Cap Growth Fund 25,509 31,344
* CTE Common Stock Shares of Commonwealth Telephone
Enterprises, Inc. Common Stock 6,791,188 12,450,891
* Paticipants' Notes Participants' loans with interest rates from
7.75% to 9.50% with maturity dates from
from 2000 to 2028 - 791,612
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Total $ 23,573,342 $ 30,658,042
------------- -------------
*Party-in-interest
-12-
Commonwealth Telephone Enterprises, Inc.
The Common-Wealth Builder
Schedule H Item 4(j) - Reportable Transactions
For the year ended December 31, 1999
- --------------------------------------------------------------------------------
(a) (b) Number of (c) Purchase
Identity of Party Description of Asset Transactions Price
Merrill Lynch* Merrill Lynch Retirement Preservation Trust 220 $1,526,283
Merrill Lynch Retirement Preservation Trust 165 -
Merrill Lynch Growth Fund 87 613,691
Merrill Lynch Growth Fund 143 -
Merrill Lynch Capital Fund 85 848,794
Merrill Lynch Capital Fund 130 -
Merrill Lynch Basic Value Fund 108 13,496,686
Merrill Lynch Basic Value Fund 131 -
Commonwealth Telephone Shares of Commonwealth Telephone
Enterprises, Inc.* Enterprises, Inc. Common Stock 166 2,097,782
Shares of Commonwealth Telephone
Enterprises, Inc. Common Stock 172 -
* Party-in-interest
(a) (b) (d) (e)
Identity of Party Description of Asset Selling Price Cost
Merrill Lynch* Merrill Lynch Retirement Preservation Trust - $ 1,526,283
Merrill Lynch Retirement Preservation Trust $1,321,918 1,321,918
Merrill Lynch Growth Fund - 613,691
Merrill Lynch Growth Fund 657,600 810,261
Merrill Lynch Capital Fund - 848,794
Merrill Lynch Capital Fund 486,093 463,378
Merrill Lynch Basic Value Fund - 13,496,686
Merrill Lynch Basic Value Fund 806,789 728,508
Commonwealth Telephone Shares of Commonwealth Telephone
Enterprises, Inc.* Enterprises, Inc. Common Stock - 2,097,782
Shares of Commonwealth Telephone
Enterprises, Inc. Common Stock 1,014,677 693,623
(a) (b) (f) Current (g) Net
Identity of Party Description of Asset Value Gain (Loss)
Merrill Lynch* Merrill Lynch Retirement Preservation Trust $ 1,526,283 -
Merrill Lynch Retirement Preservation Trust - -
Merrill Lynch Growth Fund 613,691 -
Merrill Lynch Growth Fund - $(152,661)
Merrill Lynch Capital Fund 848,794 -
Merrill Lynch Capital Fund - 22,715
Merrill Lynch Basic Value Fund 13,496,686 -
Merrill Lynch Basic Value Fund - 78,281
Commonwealth Telephone Shares of Commonwealth Telephone
Enterprises, Inc.* Enterprises, Inc. Common Stock 2,097,782 -
Shares of Commonwealth Telephone
Enterprises, Inc. Common Stock - 321,054
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
THE COMMON-WEALTH BUILDER
DATE: June 28, 2000 By: /s/ Donald P. Cawley
--------------------
Donald P. Cawley
Vice President and
Chief Accounting Officer
FORM 11-K
EXHIBIT INDEX
EXHIBIT NO.
DESCRIPTION
20(a) Consent of PricewaterhouseCoopers LLP
REQUIRED INFORMATION
Table of Contents
Report of Independent Certified Public Accountants
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedules