-----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, NwFbGsWQsVqRCwI4x0dmT+7QXKEp6cNZXAg8xXrYZN5yG+6npHk0qSSHCMw6HFiH u3EWW0jtilFukhZp8EeAOQ== 0000950144-96-003844.txt : 19960701 0000950144-96-003844.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950144-96-003844 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX 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: 1934 Act SEC FILE NUMBER: 001-05517 FILM NUMBER: 96588768 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 SCIENTIFIC-ATLANTA, INC. 1 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 [FEE REQUIRED]. For the fiscal year ended: December 31, 1995 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. 2 REQUIRED INFORMATION EXHIBITS The following exhibit is filed as part of this report: EX-23 Consent of Arthur Andersen LLP. 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 25, 1996 By: Scientific-Atlanta, Inc. Employee Benefit Committee By: /s/ Brian C. Koenig ------------------- Name: Brian C. Koenig Title: Senior Vice President, Human Resources 3 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1995 AND 1994 TOGETHER WITH AUDITORS' REPORT 4 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS ----------------------------------------------------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statements of Net Assets Available for Plan Benefits, December 31, 1995 and 1994 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1995 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SUPPLEMENTAL SCHEDULES: Schedule Number ------ I. Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995 II. Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 5 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, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in its net assets available for plan benefits 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. 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. 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 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. ARTHUR ANDERSEN LLP Atlanta, Georgia June 10, 1996 6 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995 AND 1994 -----------------------------------------------------------
1995 1994 ----------- ----------- ASSETS: PARTICIPANT DIRECTED INVESTMENTS, AT MARKET VALUE (NOTES 1 & 2) FIDELITY RETIREMENT MONEY MARKET FUND $ 9,764,728 $ 8,855,296 FIDELITY INTERMEDIATE BOND FUND 6,407,083 5,664,040 FIDELITY EQUITY INCOME FUND 16,657,805 12,336,325 FIDELITY U.S. EQUITY INDEX FUND 5,187,095 2,601,057 FIDELITY MAGELLAN FUND 21,792,084 14,418,451 FIDELITY PURITAN FUND 178,526 -- FIDELITY OVERSEAS FUND 178,456 -- FIDELITY LOW-PRICED STOCK FUND 477,076 -- FIDELITY SCIENTIFIC-ATLANTA COMMON STOCK FUND 28,885,142 26,340,024 ---------- ---------- TOTAL ASSETS 89,527,995 70,215,193 LIABILITIES -- -- NET ASSETS AVAILABLE FOR PLAN BENEFITS $89,527,995 $70,215,193 ========== ==========
The accompanying notes are an integral part of these statements. 7 Page 1 of 2 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 -----------------------------------------------------------
PARTICIPANT DIRECTED INVESTMENTS ---------------------------------------------------------------------------------- RETIREMENT INTER- MONEY MEDIATE EQUITY U.S. EQUITY MARKET BOND INCOME INDEX MAGELLAN -------------- -------------- -------------- -------------- -------------- INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments $ -- $ 344,057 $ 3,053,947 $ 1,100,786 $ 4,335,486 Dividends and interest 555,980 385,326 965,911 119,659 1,249,132 -------------- -------------- -------------- -------------- -------------- 555,980 729,383 4,019,858 1,220,445 5,584,618 -------------- -------------- -------------- -------------- -------------- CONTRIBUTIONS: Participants 1,160,986 836,195 2,019,147 905,954 3,663,286 Employer -- -- -- -- -- Rollover deposits 227,357 165,504 367,091 292,278 659,443 -------------- -------------- -------------- -------------- -------------- 1,388,343 1,001,699 2,386,238 1,198,232 4,322,729 -------------- -------------- -------------- -------------- -------------- TOTAL ADDITIONS 1,944,323 1,731,082 6,406,096 2,418,677 9,907,347 PAYMENTS TO PARTICIPANTS (875,289) (436,065) (938,073) (133,143) (583,947) ADMINISTRATIVE EXPENSES (3,386) (2,032) (4,867) (1,220) (6,371) TRANSFERS IN (OUT) 1,579 -- -- -- -- INTERFUND TRANSFERS (157,795) (549,942) (1,141,676) 301,724 (1,943,396) -------------- -------------- -------------- -------------- -------------- NET INCREASE 909,432 743,043 4,321,480 2,586,038 7,373,633 NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 8,855,296 5,664,040 12,336,325 2,601,057 14,418,451 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $ 9,764,728 $ 6,407,083 $ 16,657,805 $ 5,187,095 $ 21,792,084 ============= ============= ============= ============= =============
The accompanying notes are an integral part of this statement. 8 Page 2 of 2 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 -----------------------------------------------------------
PARTICIPANT DIRECTED INVESTMENTS ----------------------------------------------------------------- SCIENTIFIC- ATLANTA LOW-PRICED COMMON TOTAL PURITAN OVERSEAS STOCK STOCK 1995 -------------- -------------- -------------- -------------- -------------- INVESTMENT INCOME: Net appreciation (depreciation) in fair value of investments $ 4,702 $ (3,890) $ (10,128) $ (6,245,955) $ 2,579,005 Dividends and interest 6,661 3,939 28,111 -- 3,314,719 -------------- -------------- -------------- -------------- -------------- 11,363 49 17,983 (6,245,955) 5,893,724 -------------- -------------- -------------- -------------- -------------- CONTRIBUTIONS: Participants 21,266 30,382 44,551 1,124,318 9,806,085 Employer -- -- -- 5,453,157 5,453,157 Rollover deposits 34,921 9,549 55,056 334,717 2,145,916 -------------- -------------- -------------- -------------- -------------- 56,187 39,931 99,607 6,912,192 17,405,158 -------------- -------------- -------------- -------------- -------------- TOTAL ADDITIONS 67,550 39,980 117,590 666,237 23,298,882 PAYMENTS TO PARTICIPANTS (5,177) (5,126) -- (952,739) (3,929,559) ADMINISTRATIVE EXPENSES (19) (12) (475) (38,139) (56,521) TRANSFERS IN (OUT) -- -- -- (1,579) -- INTERFUND TRANSFERS 116,172 143,614 359,961 2,871,338 -- -------------- -------------- -------------- -------------- -------------- NET INCREASE 178,526 178,456 477,076 2,545,118 19,312,802 NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR -- -- -- 26,340,024 70,215,193 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $ 178,526 $ 178,456 $ 477,076 $ 28,885,142 $ 89,527,995 ============== ============== ============== ============== ==============
The accompanying notes are an integral part of this statement. 9 SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1995 AND 1994 ----------------------------------------------------------- 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 provisions has been published in a Summary Plan Description available to all participants and beneficiaries. The following nine 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. 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 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 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. This investment option was made available to participants effective July 1, 1995. Fidelity Overseas Fund - This fund is invested in securities of issuers whose principal activities are outside the United States. The fund seeks long-term capital appreciation as its objective. This investment option was made available to participants effective July 1, 1995. 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. This investment option was made available to participants effective July 1, 1995. 10 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 Fidelity funds. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements are prepared on an 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 settlement date on a moving average cost basis. Net realized and unrealized appreciation (depreciation) is 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"). Additionally, the plan administrator believes that the Plan is currently 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 date. 5. PARTICIPATION: Employees of the Company are eligible to participate in the Plan if they (a) are regular full-time employees or regular part-time employees scheduled to work at least 20 hours a week, and (b) are at least 18 years of age. Eligibility begins immediately upon employment provided the above age and service requirements 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 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 $1.00 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 made only at the end of each quarter. Vesting is immediate for both the participant's contribution and the Company's matching contribution. 11 6. TRUST AGREEMENT: At December 31, 1995, 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. 7. SUBSEQUENT EVENT: The Pension Investment Committee of Scientific-Atlanta, Inc. has approved the addition of a loan provision to the Plan. It is anticipated that the amendment to the Plan will be effective July 1, 1996. 12 SCHEDULE I SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 -----------------------------------------------------------
Identity of Face Amount Market Issue Investment Description or Shares Cost Value - ---------------------- ----------------------- --------- ----------- ------ * Fidelity Investments Retirement Money Market Fund 9,764,728 $ 9,764,728 $ 9,764,728 * Fidelity Investments Intermediate Bond Fund 615,474 6,386,695 6,407,083 * Fidelity Investments Equity Income Fund 439,172 13,603,189 16,657,805 * Fidelity Investments U.S. Equity Index Fund 229,823 4,140,558 5,187,095 * Fidelity Investments Magellan Fund 253,455 18,678,220 21,792,084 * Fidelity Investments Puritan Fund 10,495 175,138 178,526 * Fidelity Investments Overseas Fund 6,139 177,995 178,456 * Fidelity Investments Low-Priced Stock Fund 25,788 486,807 477,076 * Fidelity Investments Scientific-Atlanta Common Stock Fund 3,122,718 24,638,724 28,885,142 ------------- ----------- Total Investments $ 78,052,054 $89,527,995 ============= ===========
* Indicates a party-in-interest. The accompanying notes are an integral part of this schedule. 13 SCHEDULE II SCIENTIFIC-ATLANTA, INC. VOLUNTARY EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND TRUST ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (1) FOR THE YEAR ENDED DECEMBER 31, 1995 -----------------------------------------------------------
Purchases Sales, Maturities or Withdrawals -------------------------- ------------------------------------------------ Cost and Proceeds and Current Value Current Value of Asset on of Asset on Identity of Number of Transaction Number of Transaction Cost of Net Gain/ Party Involved Description Transactions Date Transactions Date Asset (Loss) - --------------------- ------------------- ------------ ------------ ------------ ------------ ---------- ---------- Fidelity Investments Retirement Money Market Fund 233 $15,599,080 205 $14,689,648 $ 14,689,648 $ - Fidelity Investments Intermediate Bond Fund 198 2,220,152 156 1,821,165 1,847,934 (26,769) Fidelity Investments Equity Income Fund 230 6,510,008 188 5,242,474 4,758,668 483,806 Fidelity Investments U.S. Equity Index Fund 199 3,119,584 129 1,634,333 1,453,644 180,689 Fidelity Investments Magellan Fund 239 10,799,731 194 7,761,583 6,910,924 850,659 Fidelity Investments Scientific-Atlanta Common 248 27,325,703 224 18,534,629 15,588,927 2,945,702 Stock Fund
(1) 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, 1995. The accompanying notes are an integral part of this schedule. EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP 1 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. ARTHUR ANDERSEN LLP Atlanta, Georgia June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----