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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALIANT COMMUNICATIONS INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
NEBRASKA 47-0632436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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1440 M STREET
LINCOLN, NEBRASKA 68508
(402) 436-3737
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
------------------------
MICHAEL J. TAVLIN, VICE PRESIDENT-TREASURER AND SECRETARY
ALIANT COMMUNICATIONS INC.
1440 M STREET
LINCOLN, NEBRASKA 68508
(402) 436-3737
(Name, address, including zip code and telephone number, including area code, of
agent for service)
------------------------
COPY TO:
RODD M. SCHREIBER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C>
Common Stock, $.25 par value.............. 300,000(1) $8,334,375 $2,082(1)
Common Stock Purchase Rights.............. (3) (3)(4) (4)
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein also relates to 45,971 shares of Common Stock
previously registered under Registration Statement No. 33-60633, filed by
the Registrant on Form S-3 and declared effective on June 28, 1995. The
amount of the registration fee associated with such shares that was
previously paid with Registration Statement No. 33-60633 is $376.75.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o).
(3) The Common Stock Purchase Rights accompany the Common Stock.
(4) The value attributable to the Common Stock Purchase Rights is reflected in
the price of the Common Stock.
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<PAGE>
PROSPECTUS
[LOGO]
300,000 SHARES
ALIANT COMMUNICATIONS INC.
EMPLOYEE AND SHAREHOLDER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $0.25 PER SHARE)
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ALIANT'S COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET.
-------------------
Aliant Communications Inc. is pleased to offer the Aliant Communications
Inc. Employee and Shareholder Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan provides Aliant shareholders with a convenient method to
purchase shares of Aliant Common Stock and to reinvest cash dividends in the
purchase of additional shares. You pay no fees, service charges or brokerage
commissions for the purchase of shares under the Plan. These costs are paid by
Aliant.
This service is provided through the plan administrator, The Chase Manhattan
Bank, with administrative support from our transfer agent, ChaseMellon
Shareholder Services, L.L.C. All holders of record of Aliant Common Stock and
certain employees of Aliant and its subsidiaries are eligible to participate in
the Plan. As a participant in the Plan you may:
- reinvest all or a portion of the cash dividends paid on shares registered
in your name, and/or
- make monthly optional cash payments of not less than $100 and up to a
maximum of $3,000 per calendar quarter for the purchase of additional
shares of Aliant Common Stock.
The provisions of the Plan are detailed in this Prospectus. Your
participation, of course, is voluntary and you may enroll or withdraw at any
time. Payment of dividends depends on future earnings, financial requirements
and other factors. We encourage you to retain this Prospectus for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.
-------------------
The date of this Prospectus is September 24, 1998.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Aliant Communications Inc.................................................................................. 1
The Employee and Shareholder Dividend Reinvestment and Stock Purchase Plan................................. 1
Purpose.................................................................................................. 1
Advantages............................................................................................... 1
Disadvantages............................................................................................ 2
Administration........................................................................................... 2
Eligibility and Enrollment............................................................................... 3
Dividend Reinvestment.................................................................................... 4
Optional Cash Payments................................................................................... 4
Costs.................................................................................................... 6
Stock Purchases.......................................................................................... 6
Certificates for Shares.................................................................................. 7
Sales of Shares.......................................................................................... 7
Gifts and Transfers...................................................................................... 7
Withdrawal............................................................................................... 8
Other Information........................................................................................ 8
Limitation of Liability.................................................................................... 10
Legal Matters.............................................................................................. 10
Experts.................................................................................................... 10
Use of Proceeds............................................................................................ 11
Where You Can Find More Information........................................................................ 11
Indemnification of Directors and Officers.................................................................. 12
</TABLE>
<PAGE>
THE COMPANY
Aliant Communications Inc., formerly Lincoln Telecommunications Company, is
a diversified communications company providing retail services and products to
consumers, businesses, educational institutions and government agencies as well
as wholesale network services to other communications companies. Consistent with
its strategy of providing one-stop, single source communications services,
Aliant offers local and long distance services, wireless services, enhanced
services, directory services, communications systems and equipment and a full
range of fiber optic cable and data communications services.
Aliant is a Nebraska corporation. Its principal executive offices are
located at 1440 M Street, Lincoln, Nebraska 68508. Its telephone number is (402)
436-3737.
THE EMPLOYEE AND SHAREHOLDER DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to promote long-term stock ownership in Aliant by
providing shareholders of record with a convenient and economical method to
purchase shares of Aliant Common Stock ("Shares" or "Aliant Common Stock") and
reinvest cash dividends paid on the Shares without paying any fees, service
charges or brokerage commissions.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
The Plan offers the following benefits and advantages to participants in the
Plan:
- Cash dividends on all or some portion of the Shares registered in your
name will be automatically invested in additional Shares.
- Whether or not you have selected to have dividends on any Shares
automatically reinvested, you may purchase additional Shares by making
monthly optional cash payments of not less than $100 and up to a maximum
of $3,000 per calendar quarter.
- You will incur no fees, service charges or brokerage commissions in
connection with purchases of Shares made under the Plan.
- Your funds will be fully invested in Aliant Common Stock because the Plan
permits fractional Shares to be credited to your Plan account. Dividends
on fractional Shares, as well as on whole Shares, will be reinvested in
additional Shares which will be credited to your Plan account.
- Your investment will continue to build through the automatic reinvestment
of your dividends.
- You will avoid the need for safekeeping of stock certificates for Shares
credited to your Plan account.
- Periodic statements of your Plan account reflecting all current activity
will simplify your recordkeeping.
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DISADVANTAGES
3. WHAT ARE POSSIBLE DISADVANTAGES OF THE PLAN?
Possible disadvantages of the Plan are:
- You must make an investment decision to participate in the Plan (and
thereby to purchase Aliant Common Stock) prior to the date the purchase
price is determined. The market price of Aliant Common Stock may fluctuate
up or down between the time an investment decision to participate in the
Plan is made and the time at which Shares are purchased. See Question 22.
- You will be treated for Federal income tax purposes as having received on
each dividend payment date a distribution equal to the full amount of the
cash dividend payable on that dividend payment date with respect to Shares
registered in your name and Shares held for your account under the Plan,
whether that amount is actually distributed or reinvested in new Shares
pursuant to the Plan, plus any fees, service charges and brokerage
commissions paid by Aliant on your behalf. See Question 35.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
The Chase Manhattan Bank (the "Administrator") will administer the Plan.
Certain administrative support will be provided to The Chase Manhattan Bank by
ChaseMellon Shareholder Services, L.L.C., as the agent of the Plan
("ChaseMellon"). The Administrator will hold for safekeeping the certificates
for Shares purchased for each participant under the Plan, until you request the
issuance of certificates for all or some of your Shares as more fully explained
in the answer to Question 24. Should The Chase Manhattan Bank cease to act as
the administrator of the Plan, another administrator will be designated by the
Company. In such event, all references herein to the Administrator shall be
deemed to be such other agent as the Company may designate.
5. HOW DO I CONTACT THE PLAN ADMINISTRATOR?
All inquiries regarding the Plan should be addressed to the Administrator at
the following address:
The Chase Manhattan Bank
c/o ChaseMellon Shareholder Services, Investment Services
Post Office Box 3339
South Hackensack, N.J. 07606-1939
Please be sure to refer to the Aliant Communications Inc. Employee and
Shareholder Dividend Reinvestment and Stock Purchase Plan and your account
number in all correspondence.
Telephone Inquiries:
(800) 642-7236
When calling the Administrator, you should have available your account
number and taxpayer identification number.
6. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
The Administrator will send to you a statement of account each month, as
soon as practicable following your purchase. These statements are your
continuing record of the cost of your purchase. IT IS
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YOUR RESPONSIBILITY TO RETAIN ALL STATEMENTS OF YOUR ACCOUNT AS INCOME TAX
INFORMATION WILL NOT BE AVAILABLE FROM THE COMPANY. NEITHER CHASE MANHATTAN,
CHASE MELLON NOR ALIANT ACCEPT ANY RESPONSIBILITY FOR PROVIDING YOU WITH
STATEMENTS TO CALCULATE THE COST BASIS OF YOUR SHARES FOR INCOME TAX OR OTHER
TAX PURPOSES.
You will receive copies of the same communications sent to every other
shareholder, including Aliant's quarterly and annual reports, notice of annual
and special meetings and proxy statements and income tax information for
reporting dividends paid.
ELIGIBILITY AND ENROLLMENT
7. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
If you own at least one share of Aliant Common Stock registered directly in
your name or are a regular full-time or part-time employee of Aliant or its
subsidiaries with at least six months' service, even if you are not a
shareholder, you are eligible to participate in the Plan.
If you directly or indirectly own or become the owner of 5% or more of the
total combined voting power or value of all classes of stock of Aliant, you are
not eligible to participate.
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. You will not be eligible to participate in the plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation. Aliant reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
8. DOES OWNERSHIP OF COMPANY SECURITIES OTHER THAN SHARES QUALIFY AN
INVESTOR TO JOIN THE PLAN?
No. Only direct ownership of Aliant Common Stock qualifies you to
participate in the Plan.
9. HOW DO I PARTICIPATE?
You may join the Plan at any time by completing a Dividend Reinvestment and
Stock Purchase Plan Authorization Form and returning it to the Administrator.
Authorization Forms may be obtained at any time by contacting the Administrator.
See Question 5.
The Authorization Form directs the Administrator to reinvest cash dividends
on all or some of the shares of Aliant Common Stock currently or subsequently
registered in your name as well as on Shares credited to your account under the
Plan, including through optional cash payments applied to the purchase of
additional Shares on a monthly basis. If you check only the "Dividend
Reinvestment of Plan Shares and Optional Cash Payments Only" box on the
Authorization Form, the Administrator will continue to remit cash dividends to
you on any Shares registered in your name in the usual manner, but will apply
any optional cash payments received and dividends on Shares credited to your
Plan account to the purchase of additional Shares under the Plan.
If you are an employee who is not a shareholder at the time of entry into
the Plan, you may participate in the Plan if you check ONLY the "Optional Cash
Payments Only" box on the Authorization Form. If you become a shareholder of
record after joining the Plan, you may execute another Authorization Form to
provide for the reinvestment of dividends on Shares registered in your name.
REMEMBER THAT EVEN IF YOU PARTICIPATE ONLY IN THE OPTIONAL CASH PAYMENT FEATURE,
THE ADMINISTRATOR WILL REINVEST DIVIDENDS ON SHARES CREDITED TO YOUR ACCOUNT.
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10. HOW DO I PARTICIPATE IF MY SHARES ARE HELD BY MY BANK OR BROKER AND
REGISTERED IN "STREET NAME?"
If your Shares are held in a brokerage, bank or other intermediary account,
and you wish to participate directly in the Plan, you should direct your broker,
bank or trustee to register some or all of your Shares directly in your name.
You can get started in the Plan by returning a completed Authorization Form to
the Administrator. Cash dividends on Shares owned beneficially but not of record
(i.e. shares in "street name") may not be reinvested under the Plan until the
beneficial owner becomes a holder of record of at least one Share or makes
arrangements for participation with the broker or bank in whose name the Shares
are registered.
11. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
As an eligible shareholder, you may enroll at any time. Reinvestment of
dividends will start with the dividend payment occurring after the Administrator
actually receives your Authorization Form. If the Administrator receives the
Authorization Form after the record date, the reinvestment of dividends will be
delayed until the next dividend payment date.
You will remain a participant in the Plan until you elect to discontinue the
reinvestment of dividends, or sell or otherwise dispose of all the shares of
Aliant Common Stock with respect to which you have elected to participate in the
Plan. The record date is generally between the 20th day and the last day of the
month preceding each dividend payment date. The dividend payment dates are
expected to be on or about the 10th day of January, April, July and October of
each year.
SEE QUESTIONS 14-19 WITH RESPECT TO PARTICIPATION IN THE PLAN THROUGH
OPTIONAL CASH PAYMENTS.
DIVIDEND REINVESTMENT
12. HOW DO I REINVEST MY CASH DIVIDENDS?
Once enrolled in the Plan, you may choose to reinvest all or a portion of
the regular cash dividends paid on Shares registered in your name. To
participate in the reinvestment feature of the Plan, you must elect to reinvest
the dividends on at least one Share. All dividends on Shares credited to your
Plan account (including Shares placed therein if you elect to participate in the
safekeeping service discussed in Question 25) will be fully reinvested. If the
number of Shares on which dividends are reinvested falls below one Share, you
will receive a check for the amount of the dividend.
13. HOW MAY I CHANGE MY ELECTIONS UNDER THE PLAN?
You may change your elections under the Plan by filing a new Authorization
Form with the Administrator. Any change in your elections under the Plan will be
effective with respect to dividends paid on the dividend payment date following
the first record date after receipt of the new Authorization Form by the
Administrator (the record date is normally 20 days prior to the dividend payment
date). NOTE THAT EVEN IF YOU PARTICIPATE ONLY IN THE OPTIONAL CASH PAYMENT
FEATURE DISCUSSED BELOW, THE ADMINISTRATOR WILL AUTOMATICALLY REINVEST DIVIDENDS
ON SHARES CREDITED TO YOUR ACCOUNT.
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OPTIONAL CASH PAYMENTS
14. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
All participants who have submitted an appropriately signed Authorization
Form are eligible to make optional cash payments. Shareholders who enroll in the
Plan may participate in the optional cash payments feature whether or not they
participate in the dividend reinvestment feature. However, all Shares purchased
with optional cash payments will be credited to a participant's Plan account and
all dividends with respect to such Shares will automatically be reinvested.
15. HOW ARE OPTIONAL CASH PAYMENTS MADE?
An optional cash payment may be made when enrolling by enclosing a check or
money order payable to "The Chase Manhattan Bank-Aliant" with the Authorization
Form. Cash and third-party checks will not be accepted and all optional cash
payments must be made in U.S. Dollars and payable at a U.S. bank. Checks drawn
at a foreign bank will be returned. Thereafter, optional cash payments may be
made through the use of the cash payment form enclosed with the statements sent
to you by the Administrator. You do not need to send the same amount of money
each month, and there is no obligation to make any optional cash payment at all
each month.
Employee-participants may make optional cash payments by executing a payroll
deduction authorization prior to the first day of any month or by sending
payment directly to the Administrator in the same manner as other participants.
The payroll deduction authorization authorizes the Company to make payroll
deductions in increments of $5.00, but not less than $10.00 per pay period, nor
more than $1,000 per month, determined by the employee to be used for the
purchase of Shares. Employees may increase or decrease, within the above limits,
the amount of deductions by executing an additional payroll deduction
authorization available on request from the Treasurer's Office at Aliant.
In addition to, or in lieu of, payroll deductions, optional cash payments
may be made by employees in the same manner as by other participants.
16. WHAT ARE THE MINIMUM AND MAXIMUM AMOUNTS FOR OPTIONAL CASH PAYMENTS?
Optional cash payments may be made in amounts of at least $100 per payment,
subject to a maximum of $3,000 per calendar quarter. The limitation of $3,000
per calendar quarter may not be cumulated from quarter to quarter.
17. MAY I HAVE OPTIONAL CASH PAYMENTS AUTOMATICALLY WITHDRAWN FROM MY BANK
ACCOUNT?
Yes. If you wish to make regular monthly optional cash purchases, you can
authorize automatic monthly withdrawals from your bank account. This feature
enables you to make ongoing investments in Aliant Common Stock without writing a
check. Funds will be deducted from your account each month immediately prior to
the investment of any optional cash payments. If this date falls on a bank
holiday or weekend, funds will be deducted on the next business day. Please
allow four to six weeks for the first automatic monthly withdrawal to be
initiated. You must notify the Administrator in writing to change or terminate
automatic withdrawal from your account.
18. HOW ARE PAYMENTS WITH "INSUFFICIENT FUNDS" HANDLED?
If the Administrator does not receive credit for a cash payment because of
insufficient funds or incorrect draft information, the requested purchase will
be deemed void, and the Administrator will immediately remove from your account
any Shares already purchased upon the prior credit of such funds. The
Administrator may also place a hold on the Plan account until an "insufficient
funds" fee of $25.00 is
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received from the participant, or may sell such Shares to satisfy any
uncollected amounts. If the net proceeds from the sale of such Shares are
insufficient to satisfy the balance of the uncollected amounts, the
Administrator may sell additional Shares from your account as necessary to
satisfy the uncollected balance.
COSTS
19. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
You pay no fees, service charges or brokerage commissions for the purchase
of Shares under the Plan. These costs are paid by Aliant. In addition, all costs
of administration of the Plan will be paid by Aliant. On withdrawal from the
Plan, you may request the sale of all Shares credited to your account. You will
receive the proceeds of the sale, less any brokerage commission and applicable
service fees.
STOCK PURCHASES
20. WHAT IS THE SOURCE OF ALIANT COMMON STOCK PURCHASED THROUGH THE PLAN?
At Aliant's discretion, share purchases will be made by the Administrator
either in the open market or directly from Aliant, depending on general market
conditions, regulatory requirements and other factors deemed relevant. Shares
may be authorized for issuance under the Plan by the Board of Directors of
Aliant or otherwise made available for purchase under the Plan, subject to
required approvals of any government authorities. Share purchases in the open
market may be made on any stock exchange where Aliant Common Stock is traded or
by negotiated transactions on such terms as the Administrator may reasonably
determine. Neither Aliant nor any participant will have any authority or power
to direct the date, time or price at which shares may be purchased by the
Administrator.
21. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT?
The number of Shares to be purchased for your account depends on the amount
of your dividends, optional cash payments, or both, being invested, and the
applicable purchase price of the Shares. Your Plan account will be credited with
the number of Shares (including fractions computed to four decimal places) equal
to the amount of dividends you reinvest plus your optional cash payments divided
by the applicable purchase price. Dividends on all Shares credited to your Plan
account, including fractional Shares, will be automatically reinvested in
additional Shares until such Shares are sold or withdrawn from your Plan
account.
22. WHAT IS THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased in the open market will be credited to your account at the
weighted average price of Shares purchased to satisfy Plan requirements.
Shares purchased from Aliant will be purchased and credited to your account
at the average between the daily high and the daily low sales prices of Aliant
Common Stock as reported on the Nasdaq National Market on the date the Shares
are purchased. If there is no trading of Aliant Common Stock on the Nasdaq
National Market for a substantial period of time during the period in which the
Shares are to be purchased, then the price per share will be determined by the
Company on the basis of such market quotations as it considers appropriate.
The purchase price per share for employee participants shall be 95% of such
prices.
23. WHEN WILL DIVIDENDS AND OPTIONAL CASH PAYMENTS RECEIVED BY THE
ADMINISTRATOR BE INVESTED?
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Dividends will be invested generally on or around the dividend payment date,
the 10th day of January, April, July and October. Optional cash payments will be
invested generally on or around the 10th day of each month, unless such day
falls on a holiday or weekend in which case the investment will be made on the
next succeeding business day. In order to be invested on a given investment
date, an optional cash payment must be received by the Administrator at least 72
hours prior to the investment date. Optional cash payments received less than 72
hours prior to the investment date will be returned to you by the Administrator
only on your written request. If you do not request that your cash payment be
returned, your uninvested optional cash payment will be invested on the next
monthly investment date. SINCE NO INTEREST WILL BE PAID ON OPTIONAL CASH
PAYMENTS, YOU ARE URGED TO MAKE YOUR OPTIONAL CASH PAYMENTS SHORTLY BEFORE AN
INVESTMENT DATE. HOWEVER, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE THAT YOUR
OPTIONAL CASH PAYMENTS WILL BE RECEIVED AT LEAST 72 HOURS PRIOR TO THE
INVESTMENT DATE.
CERTIFICATES FOR SHARES
24. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Normally, you will not be issued certificates for Shares purchased under the
Plan. The number of Shares credited to your account under the Plan will be shown
on your statement of account.
Certificates for any number of full Shares credited to your account under
the Plan will be issued on written request to the Administrator. Any remaining
full and fractional Shares will continue to be credited to your account.
CERTIFICATES FOR FRACTIONAL SHARES WILL NOT BE ISSUED UNDER ANY CIRCUMSTANCES.
Shares credited to your account under the Plan may not be pledged as
collateral for indebtedness. If you wish to pledge Shares, you must request that
certificates for those Shares be issued in your name.
25. HOW DOES THE SAFEKEEPING SERVICE WORK?
You may deposit with the Administrator for safekeeping any certificate for
Shares you presently hold which are subject to reinvestment of dividends under
the Plan. The fee for depositing certificates for safekeeping is $7.50 for each
deposit, regardless of the number of Shares you deposit. This fee is subject to
change in the discretion of the Administrator. Delivery of certificates for this
service is at your own risk and, for delivery by mail, insured registered mail
with return receipt is recommended. The receipt of any Shares delivered for
safekeeping will be shown on your account statement.
26. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts in the Plan will be maintained in your name as shown on the
Administrator's shareholder records at the time you enter the Plan. Certificates
for full Shares will be similarly registered when issued.
SALES OF SHARES
27. HOW DO I SELL MY PLAN SHARES?
You may sell any number of whole Shares held in your account by completing
the appropriate section of your account statement and returning it to the
Administrator. The Administrator will cause your Shares to be sold as promptly
as practicable. Proceeds from the sale, less any fees, applicable service
charges and brokerage commissions, will be sent to you as soon as possible after
the settlement date, which is three business days from the date of the sale.
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Please note that Shares that you hold in certificate form must first be
deposited into your Plan account before they can be sold under the Plan.
GIFTS AND TRANSFERS
28. CAN I TRANSFER SHARES THAT I HOLD IN THE PLAN TO SOMEONE ELSE?
Yes. You may transfer ownership of some or all of your Plan Shares by
sending the Administrator written, signed transfer instructions. Signatures of
all registered holders must be "Medallion Guaranteed" by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing is in fact the owner as indicated on
the participant's account.
You may transfer Shares to new or existing shareholders; however, a new Plan
account will not be opened as a result of a transfer of less than one Share. If
you are opening a new Plan account for the transferee, you must include a
completed Authorization Form with the gift/transfer instructions.
WITHDRAWAL
29. HOW DO I WITHDRAW FROM THE PLAN?
You may direct the Administrator, in writing, at any time to discontinue the
reinvestment of dividends. You may also withdraw all or some of the Shares
credited to your Plan account by notifying the Administrator in writing and
specifying the number of Shares to be withdrawn. Any remaining whole and
fractional shares will continue to be credited to your Plan account. If you
withdraw from the Plan, or upon termination or suspension of the Plan by Aliant,
certificates for whole Shares credited to your account under the Plan will be
issued and any fraction of a Share will be liquidated, with the proceeds less
any fees, service charges and brokerage commissions paid to you. Upon your
withdrawal from the Plan, you may, if so desired, also request that all or a
portion of the Shares credited to your account be sold. You will receive the
proceeds of the sale, less any fees, service charges and brokerage commissions.
If you are an employee-participant and you retire, die or leave the
employment of Aliant or one of its subsidiaries, so long as you have at least
one full share credited to your Plan account, the Administrator will continue to
reinvest the dividends on the Shares credited to your account under the Plan
until otherwise notified. You will, at that time, be regarded as a shareholder
and not as an employee for purposes of the purchase discount and optional cash
payments. If less than one full Share is credited to your Plan account, the
Administrator reserves the right to close such account, sell the fractional
Share, and send to you the liquidation value of the fractional Share, less any
fees, service charges and brokerage commissions. The account will then be
closed.
30. WHAT HAPPENS TO A FRACTION OF A SHARE IF I WITHDRAW FROM THE PLAN OR
THE PLAN IS TERMINATED OR SUSPENDED?
In the event that you withdraw from the Plan or on termination or suspension
of the Plan by Aliant, a cash payment representing the liquidation value of any
fraction of a Share, less any fees, service charges and brokerage commissions,
will be mailed directly to you. The cash adjustment to you will be based on the
closing price of Aliant's Common Stock on the Nasdaq National Market on the date
the withdrawal request is received by the Administrator, or the date that the
Plan is terminated or suspended by Aliant.
31. CAN I RE-ENTER THE PLAN AFTER WITHDRAWAL?
8
<PAGE>
Yes. You may re-enter the Plan by completing a new Authorization Form.
However, the Administrator reserves the right to reject any Authorization Form
from a previous participant on grounds of excessive withdrawal and re-entry.
OTHER INFORMATION
32. WHAT HAPPENS IF I SELL OR TRANSFER ALL OF THE SHARES REGISTERED IN MY
NAME?
If you dispose of all Shares registered in your name (those for which you
hold certificates), the Administrator will, so long as you have at least one
full Share credited to your Plan account, continue to reinvest the dividends on
such Shares until notified in writing of your desire to withdraw. If less than
one full Share is credited to your Plan account, the Administrator reserves the
right to close your account, sell the fractional Share, and send the liquidation
value of the fractional Share, less any fees, service charges and brokerage
commissions. The account will then be closed.
33. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any Shares resulting from a stock dividend or stock split distributed by
Aliant on Shares credited to your account under the Plan will be added to your
account. Stock dividends or split Shares distributed on any Shares registered in
your name will be mailed directly to you in the same manner as to shareholders
who are not participating in the Plan.
34. HOW WILL MY SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each meeting of shareholders, you will receive a proxy which will enable
you to vote Shares registered in your name as well as Shares credited to your
Plan account as of the record date of the meeting.
35. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
In general, you will have the same Federal income tax consequences relating
to dividends on your Shares as any other holder of Shares. These consequences
are summarized below.
You will be treated for Federal income tax purposes as having received on
each dividend payment date the full amount of the cash dividend payable on that
dividend payment date with respect to Shares registered in your name and Shares
held for your account under the Plan, increased by the amount of any fees,
service charges and brokerage commissions on open market purchases paid by
Aliant on your behalf, even though that amount or a portion thereof is not
actually received by you in cash, but instead is applied to the purchase of new
Shares for your account.
Your Federal income tax basis for Shares acquired under the Plan with
reinvested dividends, or with the optional cash payments, will be the purchase
price of such Shares on the date of purchase, or the amount of such optional
cash payments, as applicable, increased by the amount of any brokerage
commissions and service charges on open market purchases paid by Aliant on your
behalf. The information sent to you and the Internal Revenue Service will show
the amount paid on your behalf.
You will not realize any taxable income when you receive certificates for
whole Shares credited to your account under the Plan, either on request for such
certificates or upon withdrawal from or termination of the Plan. However, if you
receive, on withdrawal from or termination of the Plan, a cash payment for any
whole Shares then sold for you or for a fractional Share then held in your
account, you may realize a gain or loss. You may also recognize a gain or loss
when whole Shares acquired under the Plan are sold or exchanged by you or for
your benefit. The amount of gain or loss recognized in each case is measured by
9
<PAGE>
the difference between the amount of the cash that you receive for the Shares or
fractional Share and your tax basis in such Shares or fractional Share. The
holding period of Shares acquired under the Plan commences on the day following
the date such Shares are purchased for you.
For foreign participants who elect to have their dividends reinvested and
whose dividends are subject to United States income tax withholding, an amount
equal to the dividends payable to such participants, less the amount of any
taxes required to be withheld, will be applied to the purchase of Shares under
the Plan. Where applicable, this withholding tax may be determined by treaty
between the United States and the country in which the participant resides.
United States Federal income tax law imposes certain reporting requirements
upon brokers and certain other parties. As a result, the Administrator will be
required to report to the Internal Revenue Service and you any sales of Aliant
Common Stock by the Administrator for your Plan account. If your dividends
become subject to federal backup withholding taxes, dividends reinvested for you
under the Plan will be reduced by the amount of the taxes required to be
withheld.
In addition, the 5% discount from market value, at which employees purchase
Shares, will be ordinary compensation income to the employee-participant for the
year in which the purchase of Shares occurs.
The foregoing is only an outline of Aliant's understanding of some of the
applicable federal income tax under current law, which are subject to change
(possibly with retroactive effect). Since each participant's tax consequences
(including state, local and foreign tax consequences) may differ depending on
the participant's individual circumstances, you are urged to consult your own
tax advisor concerning the tax consequences of participation in the Plan and the
disposition of Shares acquired pursuant to the Plan.
36. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Aliant reserves the right to suspend, modify or terminate the Plan at any
time. You will receive notice of any such suspension, modification or
termination. Aliant and the Administrator also reserve the right to change any
administrative procedures of the Plan. Without the approval of the shareholders,
no such revision or amendment shall decrease the number of shares subject to the
Plan or permit participation in the Plan by persons other than common
shareholders of the Company and employees of the Company and its subsidiaries.
Further, the Plan may not, without the approval of the shareholders, be amended
in any manner that will cause it to fail to meet the requirements of an
"employee stock purchase plan" as defined in Section 423 of the Internal Revenue
Code of 1986, as amended. In the event that at any time the market value for
Shares offered for purchase under the Plan shall be determined by the Company to
be less than 80% of the consolidated book value per Share as of the previous
December 31 audited financial statements, the Board of Directors may elect to
suspend or terminate the Plan.
LIMITATION OF LIABILITY
IF YOU CHOOSE TO PARTICIPATE IN THE PLAN, YOU SHOULD RECOGNIZE THAT NEITHER
ALIANT NOR THE ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A
LOSS ON THE SHARES THAT YOU PURCHASE UNDER THE PLAN.
Neither Aliant nor the Administrator, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death, the price at
which Shares are purchased or sold for the participant's account, the times when
purchases or sales are made or fluctuations
10
<PAGE>
in the market value of the Shares. This limitation of liability will not
constitute a waiver by any participant of his or her rights under the federal
securities laws.
Although the Plan provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by the Board
of Directors of Aliant in its discretion, depending on future earnings, the
financial condition of Aliant and other factors. The amount and timing of
dividends may be changed, or the payment of dividends terminated, at any time
without notice.
LEGAL MATTERS
The validity of the Aliant Common Stock offered hereby will be passed on for
Aliant by Skadden, Arps, Slate, Meagher & Flom (Illinois) relying as to matters
of Nebraska law on the opinion of Woods & Aitken, Lincoln, Nebraska.
EXPERTS
The consolidated financial statements and schedules of Aliant Communications
Inc. and its subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three year period ended December 31, 1997, have been incorporated
by reference herein and in the Registration Statement in reliance on the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and on the authority of said firm as experts in accounting
and auditing.
USE OF PROCEEDS
Shares purchased for Plan participants with reinvested cash dividends and
optional cash investments will, at the Administrator's option, be Shares newly
issued by Aliant, shares held in Aliant's treasury or Shares purchased in the
open market by the Administrator. Aliant and the Administrator are unable to
estimate the number of Shares, if any, that will be purchased directly from
Aliant under the Plan or the amount of proceeds from any such shares. If Shares
for the Plan are purchased from Aliant, the net proceeds will be used by Aliant
for general corporate purposes.
WHERE YOU CAN FIND MORE INFORMATION
Aliant files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements and other information Aliant files at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Aliant's SEC filings are also available to the public
from commercial document retrieval services, and at the website maintained by
the SEC at "HTTP://WWW.SEC.GOV."
This Prospectus is part of a Registration Statement on Form S-3 filed with
the SEC to register the stock offered under the Plan. As allowed by the SEC
rules, this Prospectus does not contain all information you can find in the
Registration Statement.
The SEC allows Aliant to "incorporate by reference" the information it files
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. The documents listed below and
any future filings made
11
<PAGE>
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the Plan is terminated comprise the incorporated documents;
(a) Annual Report on Form 10-K for the year ended December 31, 1997; and
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and
June 30 1998.
On request Aliant will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to
such documents, unless the exhibits are specifically incorporated by reference
in such documents). Your requests for copies should be directed to The Chase
Manhattan Bank, c/o ChaseMellon Shareholder Services, Post Office Box 3339,
South Hackensack, New Jersey 07606-1939 (Telephone: (800) 642-7236).
You should rely only on the information contained or incorporated by
reference in this Prospectus. We have authorized no one to provide you with
different information. You should not assume that the information in the
Prospectus is accurate as of any date other than the date of this Prospectus
which is September 24, 1998.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of Sections 21-20,102 through 21-20,111 of the
Nebraska Business Corporation Act, Aliant has the power to indemnify certain
persons, including its officers and directors under stated circumstances and
subject to certain limitations, for liabilities incurred in connection with
services performed in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of Aliant. By resolution of the Company's
Board of Directors pursuant to Article VI of the Amended and Restated By-Laws of
the Company, by contractual agreement and pursuant to certain provisions of an
insurance policy, Aliant has provided for indemnification of officers and
directors of Aliant, and certain other persons, against liabilities and expenses
incurred by any of them in certain stated conditions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, Aliant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in said Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Aliant of expenses incurred
or paid by a director, officer, or controlling person of Aliant in the
successful defense of any such action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Aliant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by any final
adjudication of such issue.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
offering described in this Registration Statement:
<TABLE>
<S> <C>
Printing Registration Statement, Prospectus and other documents... $ 12,000
Blue Sky filing and legal fees.................................... 5,000
Legal fees and expenses........................................... 10,000
Accountants' fees and expenses.................................... 5,000
Miscellaneous expenses............................................ 2,000
---------
Total......................................................... $ 34,000
---------
---------
</TABLE>
All of the above amounts are estimated and will be paid by Aliant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of Sections 21-20,102 through 21-20,111 of the
Nebraska Business Corporation Act, the Company has the power to indemnify
certain persons, including its officers and directors under stated circumstances
and subject to certain limitations, for liabilities incurred in connection with
services performed in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company. By resolution of the Company's
Board of Directors pursuant to Article VI of the Amended and Restated By-Laws of
the Company, by contractual agreement and pursuant to certain provisions of an
insurance policy, the Company has provided for indemnification of officers and
directors of the Company, and certain other persons, against liabilities and
expenses incurred by any of them in certain stated conditions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in said Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by any final adjudication of such issue.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- - ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
(4.1) Articles of Incorporation (incorporated by reference to Exhibit 3 to the Registrant's Form S-3
Registration Statement No. 33-21557).
(4.2) Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1997).
(4.3) Rights Agreement, dated as of June 21, 1989, between the Registrant and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated June
21, 1989).
(4.4) Amendment to Rights Agreement, dated as of September 7, 1989 between the Registrant and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K
dated September 7, 1989).
(4.5) Amendment No. 2 to Rights Agreement dated June 15, 1993 between the Registrant and Harris Trust and
Savings Bank and Mellon Securities Trust Company (incorporated by reference to Exhibit 4.5 of the
Registrant's Form S-3 Registration Statement No. 33-52117).
(4.6) Aliant Communications Inc. Employee and Shareholder Dividend Reinvestment and Stock Purchase Plan (set
forth in full in the Prospectus included as Part I of this Registration Statement).
(4.7) Form of Indenture between the Registrant and U.S. Bank National Association (incorporated by reference
to Exhibit 4.1 to the Registrant's Form S-3 Registration Statement No. 33-46751).
(5.1) Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
(5.2) Opinion of Woods & Aitken.
(23.1) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in Exhibit 5.1).
(23.2) Consent of Woods & Aitken (included in Exhibit 5.2).
(23.3) Consent of KPMG Peat Marwick LLP.
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a) (1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lincoln, State of Nebraska, on the 26th day of
August, 1998.
<TABLE>
<S> <C> <C>
ALIANT COMMUNICATIONS INC.
By: /s/ FRANK H. HILSABECK
-----------------------------------------
Frank H. Hilsabeck
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ------------------------------ -------------------------- -------------------
<C> <S> <C>
President and Chief
/s/ FRANK H. HILSABECK Executive Officer and
- - ------------------------------ Director (Principal August 26, 1998
Frank H. Hilsabeck Executive Officer)
Senior Vice President and
/s/ ROBERT L. TYLER Chief Financial Officer
- - ------------------------------ (Principal Financial and August 26, 1998
Robert L. Tyler Accounting Officer)
/s/ DUANE W. ACKLIE
- - ------------------------------ Director August 26, 1998
Duane W. Acklie
/s/ WILLIAM W. COOK, JR.
- - ------------------------------ Director August 26, 1998
William W. Cook, Jr.
/s/ TERRY L. FAIRFIELD
- - ------------------------------ Director August 26, 1998
Terry L. Fairfield
/s/ JOHN HAESSLER
- - ------------------------------ Director August 26, 1998
John Haessler
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ CHARLES R. HERMES
- - ------------------------------ Director August 26, 1998
Charles R. Hermes
/s/ PAUL C. SCHORR, III
- - ------------------------------ Director August 26, 1998
Paul C. Schorr, III
/s/ WILLIAM C. SMITH
- - ------------------------------ Director August 26, 1998
William C. Smith
/s/ JAMES W. STRAND
- - ------------------------------ Director August 26, 1998
James W. Strand
/s/ CHARLES N. WHEATLEY
- - ------------------------------ Director August 26, 1998
Charles N. Wheatley
/s/ THOMAS C. WOODS, III
- - ------------------------------ Director August 26, 1998
Thomas C. Woods, III
/s/ LYN WALLIN ZIEGENBEIN
- - ------------------------------ Director August 26, 1998
Lyn Wallin Ziegenbein
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- - ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
(4.1) Articles of Incorporation (incorporated by reference to Exhibit 3 to the Registrant's Form S-3
Registration Statement No. 33-21557).
(4.2) By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1997).
(4.3) Rights Agreement, dated as of June 21, 1989, between the Registrant and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated June
21, 1989).
(4.4) Amendment to Rights Agreement, dated as of September 7, 1989 between the Registrant and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K
dated September 7, 1989).
(4.5) Amendment No. 2 to Rights Agreement dated June 15, 1993 between the Registrant and Harris Trust and
Savings Bank and Mellon Securities Trust Company (incorporated by reference to Exhibit 4.5 of the
Registrant's Form S-3 Registration Statement No. 33-52117).
(4.6) Aliant Communications Inc. Employee and Shareholder Dividend Reinvestment and Stock Purchase Plan (set
forth in full in the Prospectus included as Part I of this Registration Statement).
(4.7) Form of Indenture between the Registrant and U.S. Bank National Association (incorporated by reference
to Exhibit 4.1 to the Registrant's Form S-3 Registration Statement No. 33-46751).
(5.1) Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
(5.2) Opinion of Woods & Aitken.
(23.1) Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in Exhibit 5.1).
(23.2) Consent of Woods & Aitken (included in Exhibit 5.2)
(23.3) Consent of KPMG Peat Marwick LLP.
</TABLE>
<PAGE>
Exhibit 5.1
September 24, 1998
Aliant Communications Inc.
1440 M Street
Lincoln, Nebraska 68505
Re: Aliant Communications Inc. - Registration Statement on Form
S-3
Ladies and Gentlemen:
We are acting as special counsel to Aliant Communications Inc., a
Nebraska corporation (the "Company"), in connection with the preparation of
the Registration Statement (as defined below) for the registration under the
Securities Act of 1933, as amended (the "Act"), of up to 300,000 shares
(the "Shares") of the Company's Common Stock, par value $0.25 per share (the
"Common Stock"), together with the share purchase rights (the "Rights")
associated therewith.
The Shares are to be issued prusuant to the terms of the Employee
and Shareholder Dividend Reinvestment and Stock Purchase Plan of the Company,
as amended (the "Plan").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-3, as filed with the Securities and Exchange Commission (the
"Commission") under the Act on September 24, 1998 (such Registration Statement
being hereinafter referred to as the "Registration Statement"), including the
prospectus constituting a part thereof (the "Prospectus"); (ii) the Articles of
Incorporation and the Amended and
<PAGE>
Aliant Communications Inc.
September 24, 1998
Page 2
Restated Bylaws of the Company, as currently in effect; (iii) a specimen
certificate representing the Common Stock; and (iv) certain resolutions of
the Board of Directors of the Company relating to the issuance and sale of
the Shares and related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates
of officers or other representatives of the Company and others, and such
other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than the Company, we have assumed that such parties had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company and others.
Members of our firm are admitted to the practice of law in the
State of Illinois, and we do not express any opinion as to the laws of any
other jurisdiction. With respect to matters of Nebraska law, we are relying
with your consent solely on the opinion of Woods & Aitken, Lincoln, Nebraska,
a copy of which has been delivered to you.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; and (ii) certificates
representing the Shares in the form of the specimen certificate examined by
us have been manually signed by an authorized officer of the transfer agent
and registrar for the Common Stock and registered by such transfer agent and
registrar, and delivered and paid for in the manner and for the consideration
stated in the Prospectus and the Plan:
1. The Shares will be validly issued, fully paid and nonassessable.
2. Each Right associated with the Shares will be validly issued
when the associated Shares have been duly issued as set forth in paragraph 1.
<PAGE>
Aliant Communications Inc.
September 24, 1998
Page 3
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
---------------------------------------------------
<PAGE>
Exhibit 5.2
September 21, 1998
Aliant Communications Inc.
1440 M Street
Lincoln, NE 68508
Gentlemen:
As General Counsel for Aliant Communications Inc., a Nebraska
corporation (the "Company"), we have been asked to provide certain legal
opinions as set forth below, with respect to a Registration Statement on Form
S-3 (the "Registration Statement"), including the prospectus constituting a
part thereof (the "Prospectus"), to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the proposed sale by the Company
of up to 300,000 shares of Common Stock, $.25 par value, of the Company (the
"Common Stock"), and the associated rights to purchase shares of Common Stock
accompanying each share of the Common Stock (the "Rights"), in the manner set
forth in the Registration Statement and Prospectus, and pursuant to the
Employee and Stockholder Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The terms of the Rights are set forth in that certain Rights
Agreement dated as of June 21, 1989, by and between the Company and Mellon
Securities Trust Company, as rights agent, as amended by Amendments No. 1 and
No. 2, dated September 7, 1989, and June 15, 1993, respectively (the "Rights
Agreement").
In connection with our representation, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the Articles of
Incorporation and the Amended and Restated By-Laws of the Company, as amended
to the date hereof; (c) the Rights Agreement; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render this
opinion.
In all such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to any facts material to the opinions
set forth herein which we did not independently verify, we have relied upon
statements and
<PAGE>
representations of officers and other representatives of the Company and on
certificates of public officials.
Based upon and subject to the foregoing, and subject to the limitations and
qualifications hereinafter set forth, we are of the opinion that:
1. The Company is a corporation in good standing under the Nebraska
Business Corporation Act, as amended (the "Act").
2. The 300,000 shares of Common Stock of the Company which are being
registered pursuant to the Registration Statement, when delivered and
paid for in the manner and for the consideration stated in the
Prospectus and the Plan, will be validly issued, fully paid and
nonassessable under the Act.
3. The Rights are validly issued under the Act.
This opinion is limited to the matters expressly set forth herein and no
opinion may be inferred or implied beyond the matters so expressly stated. No
opinions are expressed with respect to the effect of any subsequent change in
the laws or facts referred to herein, and we assume no obligation to advise you
of any such change. This opinion expresses only our legal opinion and does not
constitute and should not be relied upon as a guarantee.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm therein. In giving our consent, we
do not thereby admit that we are "experts" within the meaning of Section 11 of
the Securities Act or within the category of persons whose consent is required
by Section 7 of the Securities Act. No person other than the Company and
Skadden, Arps, Slate, Meagher & Flom (Illinois) (with respect to matters of
Nebraska law, except Nebraska securities law) may rely hereon.
Very truly yours,
WOODS & AITKEN
PMS/pjd
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Aliant Communications Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-3 of Aliant Communications Inc. of our report dated February 6, 1998,
relating to the consolidated balance sheets of Aliant Communications Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of earnings, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and the related
financial statement schedules, which reports appear in the December 31, 1997
annual report on Form 10-K of Aliant Communications Inc. and to the reference
to our Firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Lincoln, Nebraska
September 21, 1998
