-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANfim/2KVj5Wr219W3jBxJitqo3qjTCf3KQ0WRfSfOTkDn3bJQ1OLCtm/EZV+oAG DCKLHUxfbfhvpzb3hofPCA== 0000931763-98-001716.txt : 19980630 0000931763-98-001716.hdr.sgml : 19980630 ACCESSION NUMBER: 0000931763-98-001716 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC ATLANTA INC CENTRAL INDEX KEY: 0000087777 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 580612397 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05517 FILM NUMBER: 98656148 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S CITY: NORCROSS STATE: GA ZIP: 30092-2967 BUSINESS PHONE: 7709035000 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY PKWY S CITY: NORCROSS STATE: GA ZIP: 30092-2967 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ASSOCIATES INC DATE OF NAME CHANGE: 19671024 11-K 1 FORM 11-K 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 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1997 OR [ ] 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 number: 1-5517 ------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Scientific-Atlanta, Inc. One Technology Parkway, South Norcross, Georgia 30092. SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statements of Net Assets Available for Plan Benefits--December 31, 1997 and 1996 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information, for the Year Ended December 31, 1997 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes-- December 31, 1997 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1997 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Benefit Committee of the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust: We have audited the accompanying statements of net assets available for plan benefits of the SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST as of December 31, 1997 and 1996 and the related statement of changes in net assets available for plan benefits, with fund information, for the year ended December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust as of December 31, 1997 and 1996 and the changes in its net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the 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 Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the 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 the audit 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 Atlanta, Georgia June 12, 1998 F-1 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1997 AND 1996
1997 1996 ------------ ------------ ASSETS: Participant--directed investments, at market value (Notes 1 and 2): Fidelity Retirement Money Market Fund $ 13,372,020 $ 11,977,190 Fidelity Intermediate Bond Fund 6,946,701 6,614,492 Fidelity Equity Income Fund 32,615,892 21,421,219 Fidelity Spartan U.S. Equity Index Fund 18,593,881 9,618,476 Fidelity Magellan Fund 29,163,005 21,120,255 Fidelity Puritan Fund 2,724,374 1,039,006 Fidelity Overseas Fund 0 1,027,249 Fidelity Low-Priced Stock Fund 9,546,853 2,914,750 Fidelity Scientific-Atlanta Common Stock Fund 27,187,048 31,775,725 Founders Growth Fund 2,270,674 0 Templeton Foreign Fund I 3,038,447 0 Participant loans receivable 3,497,077 2,448,583 ------------ ------------ Total investments 148,955,972 109,956,945 Receivables: Employer's contribution 1,160,091 1,148,962 Participants' contributions 393,640 341,604 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $150,509,703 $111,447,511 ============ ============
The accompanying notes are an integral part of these statements. F-2 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1997
PARTICIPANT-DIRECTED INVESTMENTS ----------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY RETIREMENT FIDELITY EQUITY SPARTAN U.S. FIDELITY FIDELITY MONEY INTERMEDIATE INCOME EQUITY MAGELLAN PURITAN MARKET FUND BOND FUND FUND INDEX FUND FUND FUND ----------- ------------ ---------- ------------ ----------- ---------- INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments $ 0 $ 62,765 $ 5,431,473 $ 3,502,634 $ 3,911,047 $ 165,612 Dividends and Interest 741,310 429,634 1,764,944 381,122 1,835,436 204,509 ----------- ---------- ----------- ----------- ----------- ---------- 741,310 492,399 7,196,417 3,883,756 5,746,483 370,121 ----------- ---------- ----------- ----------- ----------- ---------- CONTRIBUTIONS: Participants 1,008,833 673,263 2,289,919 1,668,402 2,763,024 383,079 Employer 0 0 0 0 0 0 Roll-over deposits 87,301 57,797 368,516 369,395 501,605 92,091 ----------- ---------- ----------- ----------- ----------- ---------- 1,096,134 731,060 2,658,435 2,037,797 3,264,629 475,170 ----------- ---------- ----------- ----------- ----------- ---------- Total additions 1,837,444 1,223,459 9,854,852 5,921,553 9,011,112 845,291 PAYMENTS TO PARTICIPANTS (2,316,983) (596,281) (1,745,916) (624,506) (1,330,428) (114,041) ADMINISTRATIVE EXPENSES (3,597) (1,621) (6,919) (3,184) (7,674) (857) INTERFUND TRANSFERS 1,877,966 (293,348) 3,092,656 3,681,542 369,740 954,975 ----------- ---------- ----------- ----------- ----------- ---------- NET INCREASE (DECREASE) 1,394,830 332,209 11,194,673 8,975,405 8,042,750 1,685,368 NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 11,977,190 6,614,492 21,421,219 9,618,476 21,120,255 1,039,006 ----------- ---------- ----------- ----------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $13,372,020 $6,946,701 $32,615,892 $18,593,881 $29,163,005 $2,724,374 =========== ========== =========== =========== =========== ==========
F-3
PARTICIPANT-DIRECTED INVESTMENTS ----------------------------------------------------------------- FIDELITY FIDELITY SCIENTIFIC- FIDELITY LOW-PRICED FOUNDERS TEMPLETON ATLANTA OVERSEAS STOCK GROWTH FOREIGN COMMON FUND FUND FUND FUND I STOCK FUND ----------- ---------- ---------- ----------- ------------ INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments $ 1,848 $ 922,862 $ (154,434) $ (302,153) $ 7,308,866 Dividends and interest 0 607,148 311,008 337,809 0 ----------- ---------- ---------- ---------- ------------ 1,848 1,530,010 156,574 35,656 7,308,866 ----------- ---------- ---------- ---------- ------------ CONTRIBUTIONS: Participants 25,681 1,055,670 218,785 441,642 1,061,127 Employer 0 0 0 0 5,127,628 Roll-over deposits 9,010 288,010 100,563 98,808 53,104 ----------- ---------- ---------- ---------- ------------ 34,691 1,343,680 319,348 540,450 6,241,859 ----------- ---------- ---------- ---------- ------------ Total additions 36,539 2,873,690 475,922 576,106 13,550,725 PAYMENTS TO PARTICIPANTS (8,660) (268,852) (281) (71,603) (1,241,651) ADMINISTRATIVE EXPENSES (93) (4,323) (2,285) (5,349) (51,435) INTERFUND TRANSFERS (1,055,035) 4,031,588 1,797,318 2,539,293 (16,846,316) ----------- ---------- ---------- ---------- ------------ NET INCREASE (DECREASE) (1,027,249) 6,632,103 2,270,674 3,038,447 (4,588,677) NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 1,027,249 2,914,750 0 0 31,775,725 ----------- ---------- ---------- ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $ 0 $9,546,853 $2,270,674 $3,038,447 $ 27,187,048 =========== ========== ========== ========== ============
PARTICIPANT-DIRECTED INVESTMENTS --------------------------------------- PARTICIPANT LOANS OTHER RECEIVABLE TOTAL =========== ========== ============ INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments $ 0 $ 0 $ 20,850,520 Dividends and interest 0 248,848 6,861,768 ----------- ---------- ------------ 0 248,848 27,712,288 ----------- ---------- ------------ CONTRIBUTIONS: Participants 52,036 0 11,641,461 Employer 1,160,091 0 6,287,719 Roll-over deposits 0 0 2,026,200 ----------- ---------- ------------ 1,212,127 0 19,955,380 ----------- ---------- ------------ Total additions 1,212,127 248,848 47,667,668 PAYMENTS TO PARTICIPANTS 0 (198,937) (8,518,139) ADMINISTRATIVE EXPENSES 0 0 (87,337) INTERFUND TRANSFERS (1,148,962) 998,583 0 ----------- ---------- ------------ NET INCREASE (DECREASE) 63,165 1,048,494 39,062,192 NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 1,490,566 2,448,583 111,447,511 ----------- ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $ 1,553,731 $3,497,077 $150,509,703 =========== ========== ============
The accompanying notes are an integral part of this statement. F-4 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 1. PLAN DESCRIPTION Effective January 1, 1986, Scientific-Atlanta, Inc. (the "Company") established the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust (the "Plan"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). A description of the Plan's provisions has been published in a summary plan description available to all participants and beneficiaries. The following ten investment funds have been established by the Plan for investing participants' contributions. All investment elections are participant-directed. Participants may change their investment elections daily with the exception of the Fidelity Scientific-Atlanta Common Stock Fund, in which participants may only change their investment elections once each calendar month. The Plan has specific guidelines and limitations as to the type of securities eligible for investment by each fund. FIDELITY RETIREMENT MONEY MARKET FUND. This is a fixed income fund invested in short-term securities with the objective of current income that is designed to provide investors with a return that reflects current short-term money market rates. FIDELITY INTERMEDIATE BOND FUND. This is a fixed income fund invested in U.S. Treasury bonds or other government bonds and corporate bonds with a fixed interest rate. FIDELITY EQUITY INCOME FUND. This is a fund containing a variety of corporate securities, with more investment risk than the Bond Fund and Money Market Fund, with the objective of both current income and capital appreciation. FIDELITY SPARTAN U.S. EQUITY INDEX FUND. This is a fund that invests primarily in the common stocks of the 500 companies included in the S&P 500 Index. The objective is for both current income and long-term capital appreciation. FIDELITY MAGELLAN FUND. This fund is invested in securities of large United States and foreign corporations as well as smaller, lesser known companies with the F-5 objective of long-term capital appreciation. This fund offers more overall investment risks than the other funds currently offered under the Plan. FIDELITY PURITAN FUND. This fund invests in a broad list of high- yielding securities among a variety of companies and industries. The fund's objective is to obtain as much income as possible, consistent with the preservation of capital. FIDELITY OVERSEAS FUND. This fund was deleted from the list of investment options effective February 3, 1997. FIDELITY LOW-PRICED STOCK FUND. This fund seeks long-term capital appreciation and invests mainly in equity securities that are considered by the fund's management to be low-priced at the time of purchase. FOUNDERS GROWTH FUND. This fund invests in the common stock of well- established, high-quality growth companies, both domestic and abroad. The fund's objective is to increase its investment over the long term through capital growth. This fund was added to the list of investment options effective February 3, 1997. TEMPLETON FOREIGN FUND I. This fund invests primarily in common stock of companies in developed and developing foreign countries. The fund's objective is capital appreciation and growth; however, foreign investments involve greater risks, causing share price and return to vary. This fund was added to the list of investment options effective February 3, 1997. FIDELITY SCIENTIFIC-ATLANTA COMMON STOCK FUND. This fund is invested primarily in Scientific-Atlanta common stock with the balance in short- term money market investments. The objective of this fund is to give employees the opportunity to become shareholders of the Company and to share in the Company's performance. Employees have the option to redirect the Company's matching contribution, which is made only to this fund, to the other investment options. Investments in this fund are assigned units of participation. The unit value of the fund is determined daily based on the fair market value of the underlying net assets. The total units assigned to participants at December 31, 1997 and 1996 were 2,673,260 and 3,442,618, respectively. The unit value at December 31, 1997 and 1996 was $10.17 and $9.23, respectively. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements are prepared on the accrual basis in accordance with generally accepted accounting principles. The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. Realized gains and losses on investment transactions are determined for accounting purposes as of the trade date on a moving average cost basis. Net realized gains (losses) F-6 and changes in unrealized appreciation (depreciation) are recorded in the accompanying statement of changes in net assets available for plan benefits as net appreciation (depreciation) in fair value of investments. Investments are stated at market value (based on quoted market prices) in the accompanying statements of net assets available for plan benefits. 3. 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. 4. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated September 29, 1995 that the Plan was designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving this letter; however, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. 5. PARTICIPATION Employees of the Company are eligible to participate in the Plan if they are at least 18 years of age with the exception of workers classified as casual or temporary employees (including co-op employees) and any person rendering services to the Company purportedly as an independent contractor. Outside contractors are not eligible to participate in the Plan even if later determined to be common law employees. Eligibility begins immediately upon employment provided the above age and employment status are met. This eligibility requirement complies with the provisions of ERISA. Participants may contribute to the Plan an amount ranging from 1/2% to 15% of their annual compensation. Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income, the Company's contribution, and the participant's contribution. Allocations of income are based on participant account balances, as defined. The amount contributed to the Plan by the Company on behalf of a participant is equal to $1 for each dollar contributed by the participant up to 3% of the participant's annual compensation plus $.50 for each dollar of the participant's contribution between 3% and 6% of the participant's annual compensation. In addition, for any plan year, the Company's contribution on behalf of the participant to this Plan shall not exceed 4.5% of the participant's annual compensation for such plan year. The Company's matching contributions to the Plan are in the form of Scientific-Atlanta, Inc. common stock and are F-7 made only at the end of each quarter. Vesting is immediate for both the participant's contribution and the Company's matching contribution. Effective July 1, 1996, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balances. Each loan shall be treated as an investment of the borrower's account, with the interest rate being prime plus 1%. The interest rate on participant loans during plan years 1996 and 1997 was 9.25%. The participant shall be required to repay the loan in approximately equal installments of principal and interest over a period not in excess of five years, or up to ten years for the purchase of a primary residence. The loans are secured by an assignment of the participant's right, title, and interest in the participant's account balance. Repayment of principal and payment of interest will be effected through payroll withholding. The principal amount of the loan, together with all accrued interest, shall immediately become due when the participant is no longer employed by an employing company, as defined, and is no longer a party in interest under Section 3(14) of ERISA. 6. TRUST AGREEMENT At December 31, 1997, the Plan's assets were held by the Trustee of the Plan, Fidelity Management Trust Company. Company contributions are held and managed by the trustee, which invests cash received, interest, and dividend income and makes distributions to participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries, and they act as the plan administrator. No such officer or employee receives compensation from the Plan. Administrative expenses, such as trustee fees, are paid by the Plan. F-8 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
Face Amount Identity of Issue Investment Description or Shares Cost Current Value -------------------- ------------------------------------------ ---------- ------------ ------------- * Fidelity Investments Retirement Money Market Fund 13,372,020 $ 13,372,020 $ 13,372,020 * Fidelity Investments Intermediate Bond Fund 683,058 6,996,676 6,946,701 * Fidelity Investments Equity Income Fund 622,322 23,965,579 32,615,892 * Fidelity Investments Spartan U.S. Equity Index Fund 531,558 13,767,345 18,593,881 * Fidelity Investments Magellan Fund 306,109 24,481,502 29,163,005 * Fidelity Investments Puritan Fund 140,577 2,587,114 2,724,374 * Fidelity Investments Low-Priced Stock Fund 379,899 8,578,360 9,546,853 Founders Management Founders Growth Fund 131,405 2,436,179 2,270,674 Franklin Templeton Templeton Foreign Fund I 305,371 3,341,640 3,038,447 * Fidelity Investments Scientific-Atlanta Common Stock Fund 2,673,260 25,796,498 27,187,048 * The Plan Participant loans (interest rate at 9.25%) 3,497,077 3,497,077 ------------ ------------ Total Investments $128,819,990 $148,955,972 ============ ============
*Indicates a party in interest. The accompanying notes are an integral part of this schedule. F-9 SCHEDULE II SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (a) FOR THE YEAR ENDED DECEMBER 31, 1997
Purchases -------------------------------------- Identity of Number of Purchase Number of Party Involved Description of Asset Transactions Price Transactions - ------------------------------- ------------------------------------ ------------- ----------- ----------- Fidelity Investments Retirement Money Market Fund 241 $24,627,270 234 Fidelity Investments Equity Income Fund 245 13,652,309 218 Fidelity Investments Spartan U.S. Equity Index Fund 241 11,657,294 199 Fidelity Investments Magellan Fund 245 11,383,090 226 Fidelity Investments Low-Priced Stock Fund 223 7,309,299 133 Fidelity Investments Intermediate Bond Fund 203 2,969,763 172 Fidelity Investments Scientific-Atlanta Common Stock Fund 252 29,642,651 249
Sales ------------------------------------- Identity of Selling Cost of Net Party Involved Description of Asset Price Asset Gain (Loss) - ------------------------------- ------------------------------------- ------------ ---------- ------------ Fidelity Investments Retirement Money Market Fund $23,232,439 $23,232,439 $ 0 Fidelity Investments Equity Income Fund 7,889,110 6,578,697 1,310,413 Fidelity Investments Spartan U.S. Equity Index Fund 6,184,523 5,451,110 733,413 Fidelity Investments Magellan Fund 7,251,387 6,489,926 761,461 Fidelity Investments Low-Priced Stock Fund 1,600,059 1,446,093 153,966 Fidelity Investments Intermediate Bond Fund 2,700,319 2,740,523 (40,204) Fidelity Investments Scientific-Atlanta Common Stock Fund 41,526,837 32,835,145 8,691,692
(a) Represents individual transactions or a series of transactions in securities of the same issue or with a person in excess of 5% of the market value of the Plan's assets as of January 1, 1997. The accompanying notes are an integral part of this schedule. F-10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust Date: June 26, 1998 By: Scientific-Atlanta, Inc. Employee Benefit Committee By: /s/ Brian C. Koenig ------------------- Name: Brian C. Koenig Title: Senior Vice President, Human Resources EXHIBIT INDEX EX-23 Consent of Arthur Andersen LLP EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into Scientific-Atlanta, Inc.'s previously filed Registration Statement covering the Scientific-Atlanta, Inc. Voluntary Employee Retirement and Investment Plan and Trust. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Atlanta, Georgia June 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----