As filed with the Securities and Exchange Commission on March 28, 1994
Registration No. 33-52743
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALLTEL Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 661-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MAX E. BOBBITT
President
One Allied Drive
Little Rock, Arkansas 72202
(501)661-8118
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
FRANCIS X. FRANTZ
Senior Vice President-External Affairs
One Allied Drive
Little Rock, Arkansas 72202
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
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. X
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ALLTEL CORPORATION
Cross Reference Sheet for
Registration Statement on Form S-3
Items on Form S-3 Prospectus Caption or Location
1. Forepart of the Registration Statement Forepart of the Registration
and Outside Front Cover Page of Prospectus Statement, and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front and Outside Back
Pages of Prospectus Cover Pages of Prospectus.
3. Summary Information, Risk Factors and Not Applicable, Not Applicable,
Ratio of Earnings to Fixed Charges and Selected Financial
Information
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Description of Securities
10.Interests of Named Experts and Counsel Legal Opinions, and Experts
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13.Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
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PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 25, 1994
PROSPECTUS SUPPLEMENT
(To Prospectus dated , 1994)
$250,000,000
ALLTEL CORPORATION
% Debentures due , 2004
Interest Payable and
The Debentures may not be redeemed prior to , 2004.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Price to Underwriting Discounts Proceeds to
Public(1) and Commissions Company(1)(2)
Per Debenture..... % % %
Total............. $ $ $
(1) Plus accrued interest from ,1994 to the date of delivery.
(2) Before deducting expenses estimated at $128,207.
The Debentures are offered, subject to prior sale, when, as and
if issued by the Company and accepted by the Underwriters, and subject to
approval of certain legal matters by counsel. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Debentures will be made through
the facilities of the Depository Trust Company, on or about , 1994.
Stephens Inc. Merrill Lynch & Co.
The date of this Prospectus Supplement is , 1994.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
DESCRIPTION OF THE DEBENTURES
The following description of the particular terms of the % Debentures
due , 2004 ("Debentures") offered hereby supplements the description
of the general terms and provisions of the Securities set forth in the
Prospectus under the caption "Description of Securities". Certain terms
used herein are defined in the Prospectus.
General
The Debentures will be dated as of their date of authentication
and are to be issued only in fully registered form without coupons in
denominations of $1,000 or integral multiples thereof. The Debentures
are issued as a series of Securities under the Indenture, dated as of
January 1, 1987, which is more fully described in the Prospectus, as
supplemented by a First Supplemental Indenture, dated as of March 1,
1987, a Second Supplemental Indenture, dated as of April 1, 1989, a
Third Supplemental Indenture, dated as of May 8, 1990, a Fourth
Supplemental Indenture, dated as of March 1, 1991, a Fifth
Supplemental Indenture, dated as of October 1, 1993, and a
Sixth Supplemental Indenture, dated as of , 1994.
The Debentures are to mature on , 2004, and bear interest from
, 1994 at the rate set forth in their title on the cover page
of this Prospectus Supplement, payable semi-annually, based upon a 360-day
year comprised of twelve 30-day months, on and in each year
by check mailed to the registered owners thereof as of the close of business
on the preceding or , as the case may be.
Transfers of the Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee in Cleveland, Ohio, or
at such other location or locations as may be provided for pursuant to the
Indenture.
Redemption
The Debentures may not be redeemed prior to , 2004.
No sinking fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person
who is not a "U.S. person" (as defined in the Prospectus).
UNDERWRITING
Stephens Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriters") have each severally agreed, subject to the terms and
conditions of a Terms Agreement, with the Underwriting Agreement Basic
Provisions as Annex A thereto, among the Company and the Underwriters,
to purchase the principal amount of Debentures set forth below opposite
their respective names. The Underwriters are committed to purchase all
of such Debentures if any are purchased.
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Name of Underwriter Principal
Amount
Stephens Inc...............................................$
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Total $250,000,000
The Underwriters have advised the Company that sales of
Debentures to certain dealers may be made at a concession not in excess
of % of the principal amount thereof, and that the Underwriters may
allow, and such dealers may reallow, discounts not in excess of % of
the principal amount of the Debentures on sales to certain other dealers.
After the initial public offering, the public offering price, concession
and reallowance may be changed.
The Company has agreed to indemnify the several Underwriters
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended.
The Company has been advised by the Underwriters that they
presently intend to make a market in the Debentures. No assurance can be
given as to the liquidity of, or the trading markets for, the Debentures.
As of the date of this Prospectus Supplement, Stephens
Group Inc., an affiliate of Stephens Inc., owned shares of
the Common Stock of the Company, constituting approximately % of the
issued and outstanding voting securities of the Company. Neither the
Underwriters nor any other dealer will confirm sales of Debentures to
any accounts over which they exercise discretionary authority without
the prior written consent of the purchaser.
LEGAL OPINIONS
Legal matters in connection with the issuance and sale of
the Debentures will be passed upon for the Underwriters by Kutak Rock,
1650 Farnam Street, Omaha, Nebraska 68102.
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P R O S P E C T U S
ALLTEL CORPORATION
Debt Securities
ALLTEL Corporation ("Company" or "ALLTEL") may offer and sell
from time to time up to $250,000,000 aggregate principal amount of its debt
securities ("Securities"), which will be offered to the public on terms
determined by market conditions at the time of sale.
The Securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of ALLTEL.
Each issue of the Securities may vary as to aggregate principal
amount, maturity date, public offering price or purchase price, interest rate
or rates and timing of payments thereof, provisions for redemption, if any,
sinking fund requirements, if any, and any other variable terms and method of
distribution. The accompanying Prospectus Supplement ("Prospectus Supplement")
sets forth the specific terms with regard to the Securities in respect of
which this Prospectus is being delivered.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Securities may be sold to the underwriters for public
offering pursuant to terms of offering fixed at the time of sale. In addition,
the Securities may be sold by the Company directly or through agents. No
Securities may be sold without delivery of a Prospectus Supplement
describing such issue of Securities and the method and terms of
offering thereof.
The date of this Prospectus is , 1994.
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No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in
this Prospectus or the Prospectus Supplement, in connection with the offering
contemplated hereby, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus, as it may be supplemented, does not constitute an offer to sell or
a solicitation of an offer to buy any securities other than the registered
securities to which it relates. This Prospectus, as it may be supplemented,
does not constitute an offer to sell or a solicitation of an offer to buy
any securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus or the Prospectus Supplement, nor any sale made hereunder
or thereunder shall, under any circumstances, create any implication that
the information contained or incorporated by reference herein or therein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
ALLTEL is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other
information with the Securities and Exchange Commission ("SEC"). Such
reports, proxy statements, and other information filed by the Company may
be inspected and copied at the public reference facilities of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549,
as well as the following SEC Regional Offices: Suite 1300, 7 World Trade
Center, New York, New York 10048; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, such
information is available for inspection at the library of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and at
the offices of the Pacific Stock Exchange Incorporated, 301 Pine Street,
San Francisco, California 94104. Copies can be obtained from the SEC by
mail at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
The Company has filed with the SEC a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, "Registration
Statement") under the Securities Act of 1933, as amended ("Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information contained herein does not purport to be
comprehensive and should be read together with the information in the documents
incorporated by reference in this Prospectus.
There is hereby incorporated by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1993,
filed pursuant to the Exchange Act.
All documents filed by the Company after the date of this
Prospectus pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act,
and prior to the termination of the offering of the Securities, shall be deemed
to be incorporated by reference in this Prospectus and to be part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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Copies of the above documents (excluding exhibits to such
documents, unless such exhibits are specifically incorporated by reference
therein) may be obtained upon written or oral request without charge by each
person, including any beneficial owner of any Security, to whom this Prospectus
is delivered, from the Vice President-Corporate Communications, ALLTEL
Corporation, One Allied Drive, Little Rock, Arkansas 72202, telephone
(501) 661-8000.
THE COMPANY
ALLTEL, a Delaware corporation, is a leading telecommunications
and information services company. ALLTEL subsidiaries provide local telephone
service, cellular telephone service, information services and communications
products. The Company's principal executive offices are located at One Allied
Drive, Little Rock, Arkansas 72202, telephone (501) 661-8000.
Telephone Operations
The Company's telephone subsidiaries provide local and toll
service access to approximately 1.6 million customer access lines through
668 telephone exchanges in parts of 22 states. No other regulated carrier
furnishes local telephone service in any area served by ALLTEL. ALLTEL's
telephone subsidiaries also provide facilities for private line, data
transmission, and other communications services. In addition, these
subsidiaries sell and lease end user telephone equipment, as well as
maintenance and protection plans for customer-owned equipment.
Cellular Operations
ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile"), a
wholly-owned subsidiary of ALLTEL, provides cellular telephone and paging
services. ALLTEL Mobile owns a majority interest in cellular systems in
Charlotte, North Carolina; Little Rock, Fort Smith and Fayetteville, Arkansas;
Montgomery, Alabama; Savannah and Albany, Georgia; Aiken, South Carolina/Augusta
Georgia; Gainesville and Ocala, Florida; and Springfield, Missouri; and a 50%
interest in a cellular system in Jackson, Mississippi. ALLTEL Mobile also has
limited partnership interests in thirteen other cellular systems and owns
interests in various rural service areas as well. Additionally, ALLTEL
Mobile owns and operates wide-area, computer-driven paging networks in
Arkansas and Florida and ALLTEL's acquisition of SLT Communications, Inc.
in 1992 added a one-third ownership in one of the largest paging networks in
Texas, which serves more than 115,000 subscribers.
Information Services Operations
Systematics Information Services, Inc. ("Systematics"), a
wholly-owned subsidiary of ALLTEL, provides a wide range of information
processing services to the financial and telecommunications industries.
Systematics' software and services are designed to fulfill substantially all
of the retail information processing and management information requirements
of financial institutions. Systematics also markets software worldwide to
financial and telecommunications companies operating their own information
processing departments.
Computer Power, Inc. ("CPI"), a wholly-owned subsidiary of
ALLTEL, provides data processing and related software and systems to
financial institutions originating and/or servicing single family
mortgage loans. CPI's on-line systems automate processing functions
required in the origination of mortgage loans, the management of such
loans while in inventory before they are sold on the secondary market,
and their subsequent servicing.
TDS Healthcare Systems Corporation ("TDS"), a wholly-owned
subsidiary of ALLTEL, is the leading provider of comprehensive patient care
and healthcare enterprise information systems. More than 200 leading hospitals
in the United States, Canada and Europe are TDS software clients.
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Product Distribution Operations
ALLTEL Supply, Inc. ("ALLTEL Supply"), a wholly-owned subsidiary
of ALLTEL, with twelve warehouses and nine counter-sales showrooms across the
nation, is a major distributor of telecommunications equipment and materials.
ALLTEL Supply provides quality equipment to affiliated and nonaffiliated
telephone companies, business systems suppliers, railroads, governments and
retail and industrial companies. HWC Distribution Corp., a wholly-owned
subsidiary of ALLTEL, with ten warehouses nationwide, is a leading supplier
of specialty wire and cable products in the United States.
In addition to its four principal business areas, ALLTEL
operates subsidiaries that publish telephone directories and
provide cable television service.
USE OF PROCEEDS
The net proceeds from the sale of Securities will be used
to reduce borrowings under the Company's revolving credit agreement,
which were incurred to partially finance the acquisition of certain
telephone properties of GTE Corporation in the State of Georgia, for
expansion of cellular investments and other general corporate requirements.
The Company's revolving credit agreement has a termination date of
October 1, 1996, with provisions for annual extensions. The weighted rate
of interest on the Company's borrowings under this agreement at December 31,
1993 was 3.4%.
SELECTED FINANCIAL INFORMATION
(Dollars in Millions)
The following table sets forth certain selected financial
information relating to the Company for the five year period ended
December 31, 1993.
Year Ended December 31,
1989 1990 1991 1992 1993
Total Revenues and Sales $ 1556.7 $ 1691.2 $ 1884.0 $ 2082.5 $ 2342.1
Income Before Income Tax $ 258.7 $ 292.4 $ 299.1 $ 357.3 $ 449.9
Net Income $ 178.5 $ 200.1 $ 199.4 $ 228.6 $ 262.0
Fixed Charges $ 94.3 $ 98.2 $ 106.1 $ 101.8 $ 109.6
Ratio of Earnings to Fixed
Charges* 3.63 3.87 3.71 4.43 5.00
Long-term Debt as a
Percentage of Total
Capitalization
(End of Period) 48.2% 49.3% 49.3% 44.5% 51.2%
* For the purpose of calculating this ratio, earnings consist of
income before income taxes and fixed charges. Fixed charges include interest
on indebtedness and the portion of rental expense representative of the
interest factor.
The following table sets forth the Company's capitalization as of
December 31, 1993.
% of
Outstanding Capitalization
Long-term debt (including
current maturities) $1,640.2 51.2%
Preferred stock, redeemable 8.6 .3
Preferred stock, non-redeemable 9.4 .3
Common equity 1,545.3 48.2
$3,203.5 100.0%
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DESCRIPTION OF SECURITIES
The following description sets forth certain general terms and
provisions of the Securities to which any Prospectus Supplement may relate.
The particular terms and provisions of the series of Securities offered by
a Prospectus Supplement, and the extent to which such general terms and
provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such series of Securities.
The Securities are to be issued under an Indenture
("Indenture") between the Company and Society National Bank, Trustee
("Trustee"). The following summaries of certain provisions of the
Securities and the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to,
all provisions of the Indenture, including the definition therein
of certain terms. Particular sections of the Indenture that are
relevant to the discussion are cited parenthetically. Wherever
particular sections or defined terms of the Indenture are referred
to, it is intended that such sections or defined terms shall be
incorporated herein by reference.
General
The Indenture does not limit the amount of Securities
that can be issued thereunder, and additional debt securities may be
issued thereunder up to the aggregate principal amount that may be
authorized from time to time by, or pursuant to a resolution of,
the Company's Board of Directors or by a supplemental indenture.
Reference is made to the Prospectus Supplement for the following
terms of the particular series of Securities being offered thereby:
(i) the title of the Securities of the series; (ii) any limit upon
the aggregate principal amount of the Securities of the series; (iii)
the date or dates on which the principal of the Securities of the
series will be payable; (iv) the rate or rates (or manner of
calculation thereof), if any, at which the Securities of the series
will bear interest, the date or dates from which any such interest
will accrue and on which such interest will be payable, and, with
respect to Securities of the series in registered form, the record
date for the interest payable on any interest payment date; (v) the
place or places where the Principal of and interest, if any, on the
Securities of the series will be payable; (vi) any redemption or
sinking fund provisions; (vii) if other than the principal amount
thereof, the portion of the principal amount of Securities of the
series that will be payable upon declaration of acceleration of the
maturity thereof; (viii) whether the Securities of the series will
be issuable in registered or bearer form, or both, any restrictions
applicable to the offer, sale, or delivery of Securities in bearer form
("bearer Securities") and whether and the terms upon which bearer
Securities will be exchangeable for Securities in registered form
("registered Securities") and vice versa; (ix) whether and under what
circumstances the Company will pay additional amounts on the Securities
of the series held by a person who is not a U.S. person (as defined below)
in respect of taxes or similar charges withheld or deducted and, if so,
whether the Company will have the option to redeem such Securities rather
than pay such additional amounts; and (x) any additional provisions or
other special terms not inconsistent with the provisions of the Indenture,
including any terms that may be required by or advisable under United States
law or regulations or advisable in connection with the marketing of Securities
of such series. To the extent not described herein, Principal and interest,
if any, will be payable, and the Securities of a particular series will be
transferable, in the manner described in the Prospectus Supplement relating
to such series. "Principal" when used herein includes, when appropriate,
the premium, if any, on the Securities.
Each series of Securities will constitute unsecured and
unsubordinated indebtedness of the Company and will rank on a parity
basis with the Company's other unsecured and unsubordinated indebtedness.
Securities of any series may be issued as registered
Securities or bearer Securities, or both, as specified in the terms of
the series. Unless otherwise indicated in the Prospectus Supplement,
Securities will be issued in denominations of $1,000 and integral
multiples thereof, and bearer Securities will not be offered, sold,
resold, or delivered to U.S. persons
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in connection with their original issuance. For purposes of this Prospectus,
"U.S. person" means a citizen, national, or resident of the United States,
a corporation, partnership, or other entity created or organized in or under
the laws of the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.
If appropriate, federal income tax consequences applicable to a
series of Securities will be described in the Prospectus Supplement relating
thereto.
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender
of the registered Securities at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of such agent.
(Section 2.08(a).)
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer Securities
may be exchanged for an equal aggregate principal amount of registered or
bearer Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities
with all unpaid coupons relating thereto at an agency of the Company
maintained for such purpose and upon fulfillment of all other requirements
of such agent. (Section 2.08(b).) As of the date of this Prospectus,
temporary United States Treasury regulations essentially prohibit exchanges
of registered Securities for bearer Securities and, unless such regulations
are modified, the terms of a series of Securities will not permit registered
securities to be exchanged for bearer Securities.
Lien on Assets
The Company covenants in the Indenture that, if at any time the
Company mortgages, pledges, or otherwise subjects to any lien the whole or any
part of a property or asset now owned or hereafter acquired by it, except as
hereinafter described, the Company will secure the outstanding Securities, and
any other obligations of the Company that may then be outstanding and entitled
to the benefit of a covenant similar in effect to this covenant, equally and
ratably with the indebtedness or obligations secured by such mortgage, pledge,
or lien, for as long as any such indebtedness or obligation is so secured. This
covenant does not apply to the creation, extension, renewal, or refunding of
purchase-money mortgages or liens, or other liens to which any property or
asset acquired by the Company is subject as of the date of its acquisition
by the Company, or to the making of any deposit or pledge to secure public or
statutory obligations or with any governmental agency at any time required by
law in order to qualify the Company to conduct its business or any part thereof
or in order to entitle it to maintain self-insurance or to obtain the benefits
of any law relating to workers' compensation, unemployment insurance, old age
pensions, or other social security, or with any court, board, commission, or
governmental agency as security incident to the proper conduct of any
proceeding before it. Nothing contained in the Indenture prevents a
person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, the Company from mortgaging,
pledging, or subjecting to any lien any property or assets, whether or
not acquired by such person from the Company. (Section 4.02.)
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Amendment and Waiver
Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented by the Company and the Trustee with the
consent of the holders of a majority in principal amount of the outstanding
Securities of each series affected by the amendment or supplement (with each
series voting as a class), or compliance with any provision may be waived
with the consent of the holders of a majority in principal amount of the
outstanding Securities of each series affected by such waiver (with each
series voting as a class); except that, without the consent of each
Securityholder affected, an amendment or waiver may not (i) reduce the
amount of Securities whose holders must consent to an amendment or waiver;
(ii) change the rate of or change the time of payment of interest on any
Security; (iii) change the principal of or change the fixed maturity of
any Security; (iv) waive a default in the payment of the Principal of
or interest on any Security; (v) make any Security payable in money
other than that stated in the Security; (vi) reduce any premium
payable upon redemption of any Security; or (vii) impair the right to
institute suit for the enforcement of any payment on or with respect
to any Security. (Section 9.02.) The Indenture may be amended or
supplemented without the consent of any Securityholder (a) to cure
any ambiguity, defect, or inconsistency in the Indenture or in the
Securities of any series; (b) to provide for the assumption of all the
obligations of the Company under the Securities and any coupons related
thereto and the Indenture by any corporation in connection with a merger,
consolidation, transfer, or lease of the Company's property and assets
substantially as an entirety, as provided for in the Indenture; (c) to
secure the Securities; (d) to provide for uncertificated Securities in
addition to or in place of certificated Securities; (e) to make any
change that does not adversely affect the rights of any Securityholder;
(f) to provide for the issuance of, and establish the form and terms and
conditions of, a series of Securities or to establish the form of any
certifications required to be furnished pursuant to the terms of the
Indenture or any series of Securities; or (g) to add to rights of
Securityholders. (Section 9.01.)
Successor Entity
The Company may not consolidate with or merge into, or
transfer or lease its property and assets substantially as an entirety to,
another entity unless the successor entity is a U.S. corporation and
assumes all the obligations of the Company under the Securities and
any coupons related thereto and the Indenture and, after giving effect
thereto, no default under the Indenture shall have occurred and be
continuing. Thereafter, except in the case of a lease, all such
obligations of the Company terminate. (Section 5.01.)
Deposit of Money or Government Obligations to Pay Securities
The Company has the right to terminate certain of its
obligations under the Securities and the Indenture with respect to
the Securities of any series or any installment of principal of or
interest on that series if the Company irrevocably deposits with the
Trustee, in trust for the benefit of the holders of that series or
portions thereof, money or obligations of the United States of
America sufficient to pay, when due, Principal of and interest on
the Securities with respect to which a deposit is made to maturity
or redemption or such installment of Principal or interest, as the
case may be, and if all other conditions set forth in the Securities
of that series are met. In such event, however, the Company's obligation
to pay the Principal of and interest on the Securities shall survive.
(Section 8.01; Section 4.01.)
Events of Default
The following events are defined in the Indenture as
"Events of Default" with respect to a series of Securities: (i)
default in the payment of interest on any Security of such series for 90 days;
(ii) default in the payment of the Principal of any Security of such series;
(iii) failure by the Company for 90 days after notice to it to comply with
any of its other
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agreements in the Securities of such series, in the Indenture, or in any
supplemental indenture under which the Securities of that series may have
been issued; and (iv) certain events of bankruptcy or insolvency.
(Section 6.01.) If an Event of Default occurs with respect to the
Securities of any series and is continuing, the Trustee or the holders of
at least 25% in principal amount of all of the outstanding Securities of
that series may declare the Principal (or, if the Securities of that series
are original issue discount Securities, such portion of the principal amount
as may be specified in the terms of that series) of all the Securities of
that series to be due and payable. Upon such declaration, such Principal
(or, in the case of original issue discount Securities, such specified amount)
and all accrued interest thereon shall be due and payable immediately.
(Section 6.02.)
Securityholders may not enforce the Indenture or the Securities,
except as provided in the Indenture. (Section 6.06.) The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
(Section 7.01(f).)
Subject to certain limitations, holders of a majority in principal amount of
the Securities of each series affected (with each series voting as a class) may
direct the Trustee in its exercise of any trust power. (Section 6.05.) The
Trustee may withhold from Securityholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. (Section 7.05.) The Company is not
required under the Indenture to furnish any periodic evidence as to the absence
of default or as to compliance with the terms of the Indenture.
Concerning the Trustee
The Company maintains banking relationships in the ordinary
course of business with the Trustee. The Trustee also serves as trustee
under the Company's Indenture, dated as of June 15, 1961, and indentures
supplemental thereto.
PLAN OF DISTRIBUTION
The Company may sell the Securities to or through underwriters
and also may sell the Securities directly to other purchasers or through agents.
Only underwriters named in the Prospectus Supplement are deemed to be
underwriters in connection with the Securities offered thereby.
The distribution of the Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
In connection with the sale of the Securities, underwriters may
receive compensation from the Company or from purchasers of the Securities
for whom they may act as agents in the form of discounts, concessions, or
commissions. Underwriters and agents that participate in the distribution of
the Securities may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of the Securities
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter or agent will be identified, and any
such compensation will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of the Securities
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in
respect thereof.
11
8<PAGE>
LEGAL OPINIONS
Legal matters in connection with the issuance and sale of the
Securities will be passed upon for the Company by Ivester, Skinner & Camp,
111 Center Street, Suite 1200, Little Rock, Arkansas 72201. Members of the
law firm of Ivester, Skinner & Camp owned as of February 28, 1994, as a
group 15,078 shares of the Company's Common Stock.
EXPERTS
The financial statements and schedules incorporated by
reference in the Company's annual report on Form 10-K for the year ended
December 31, 1993, which are incorporated herein by reference, have been
audited by Arthur Andersen & Co., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated
herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
12
9<PAGE>
No person has been authorized to give
any information or to make any representation
not contained in this Prospectus Supplement
or the Prospectus and, if given or made, such
information or representation must not be ALLTEL
relied upon as having been authorized by CORPORATION
ALLTEL Corporation or any Underwriter.
This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or % Debentures due
a solicitation of an offer to buy any of the , 2004
securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make
such offer in such jurisdiction. The delivery
of this Prospectus Supplement or the
Prospectus at any time does not imply that the
information herein or therein is correct at any
time subsequent to their respective dates.
TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
Page
Prospectus Supplement
Description of the Debentures . . . . . . . . .S-2 STEPHENS INC.
Underwriting. . . . . . . . . . . . . . . . . .S-2
Legal Opinions. . . . . . . . . . . . . . . . .S-3 Merril Lynch & Co.
Prospectus
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . .2
The Company . . . . . . . . . . . . . . . . . . .3
Use of Proceeds . . . . . . . . . . . . . . . . .4
Selected Financial Information. . . . . . . . . .4
Description of Securities . . . . . . . . . . . .5
Plan of Distribution. . . . . . . . . . . . . . .8
Legal Opinions. . . . . . . . . . . . . . . . . .9
Experts . . . . . . . . . . . . . . . . . . . . .9 ,1994
13<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $86,206.90
Counsel Fees and Expenses 10,000.00
Fees and Expenses of Trustee 5,000.00
Printing and Engraving 10,000.00
Blue Sky Fees and Expenses 8,000.00
Accountants' Fees and Miscellaneous Expenses 9,000.00
Total $128,206.90
14
II-1<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 of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Little Rock,
State of Arkansas, on the 25th of March, 1994.
ALLTEL CORPORATION
By /s/ MAX E. BOBBITT
(Max E. Bobbitt, President)
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
*JOE T. FORD Chief Executive Officer and Director
(Joe T. Ford) (Principal Executive Officer)
/s/ MAX E. BOBBITT President and Director
(Max E. Bobbitt)
*DENNIS J. FERRA Senior Vice President - Accounting
(Dennis J. Ferra) and Administration
(Principal Accounting Officer)
*TOM T. ORSINI Senior Vice President - Finance
(Tom T. Orsini) and Corporate Development
(Principal Financial Officer)
*BEN W. AGEE Director
(Ben W. Agee)
*ALFRED E. CAMPDON Director
(Alfred E. Campdon)
*W. W. JOHNSON Director March 25, 1994
(W. W. Johnson)
*EMON A. MAHONY, JR. Director
(Emon A. Mahony, Jr.)
*GEORGE C. MCCONNAUGHEY Director
(George C. McConnaughey)
15
II-2
<PAGE>
Signature Title Date
*WALTER G. OLSON Director
(Walter G. Olson)
*PHILIP F. SEARLE Director
(Philip F. Searle)
*JOHN E. STEURI Director March 25, 1994
(John E. Steuri)
*CARL H. TIEDEMANN Director
(Carl H. Tiedemann)
*RONALD TOWNSEND Director
(Ronald Townsend)
*WILLIAM H. ZIMMER, JR. Director
(William H. Zimmer, Jr.)
*BY /s/ MAX E. BOBBITT March 25, 1994
(Max E. Bobbitt, Attorney-in-Fact)
16
II-3<PAGE>
EXHIBIT INDEX
Official Sequential
Exhibit Page
No. Description No.
1 - Form of Underwriting Agreement(1) II-5
4(a)(i) - Indenture between the Registrant and Ameritrust Company
National Association, Trustee, dated as of January 1,
1987 (incorporated by reference to Registrant's Form S-3
Registration Statement, No. 33-10808, filed on December
16, 1986).
4(a)(ii) - First Supplemental Indenture dated as of March 1, 1987
(incorporated by reference to Registrant's Current Report on
Form 8-K dated March 6, 1987, filed on March 6, 1987).
4(a)(iii) - Second Supplemental Indenture, dated as of April 1, 1989
(incorporated by reference to Registrant's Form S-3
Registration Statement, No. 33-27052, filed on February
15, 1989)
4(a)(iv) - Third Supplemental Indenture, dated as of May 8, 1990
(incorporated by reference to Registrant's Form S-3
Registration Statement, No. 33-39055, filed on February
20, 1991).
4(a)(v) - Fourth Supplemental Indenture, dated as of March 1, 1991
(incorporated by reference to Registrant's Current Report
on Form 8-K dated March 6, 1991, filed on March 6, 1991).
4(a)(vi) - Fifth Supplemental Indenture, dated as of October 1, 1993
(incorporated by reference to Registrant's Form S-3
Registration Statement No. 33-50401, filed on October
15, 1993).
4(a)(vii) - Sixth Supplemental Indenture, dated as of
, 1994 (1). II-21
4(b) - Form of Security (1). The form or forms of Security with
respect to each particular series of Securities registered
hereunderthat differs from the form of Security filed
herewith will be filed as an exhibit to a Current Report
on Form 8-K and shall be deemed to be incorporated
herein by reference.
5 - Opinion of Ivester, Skinner & Camp, as to the legality
of the Securities to be issued(1). II-45
23(a) - Consent of Arthur Andersen & Co., Independent Public
Accountants.
23(b) - Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5(1). II-45
24(a) - Powers of Attorney.
24(b) - Resolutions of Board of Directors.
25 - Form T-1, Statement of Eligibility and Qualification
under Trust Indenture Act of 1939 of Society
National Bank (1). II-46
(1) Filed herewith.
17
II-4<PAGE>
EXHIBIT 1
ALLTEL CORPORATION
(a Delaware corporation)
Offering of up to $250,000,000
DEBT SECURITIES
UNDERWRITING AGREEMENT BASIC PROVISIONS
ALLTEL Corporation (the "Company") proposes to issue and sell up to
$250,000,000 aggregate principal amount of its debt securities under an
Indenture dated as of January 1, 1987 by and between the Company and
Society National Bank, as Trustee, as supplemented by a First Supplemental
Indenture dated as of March 1, 1987, a Second Supplemental Indenture dated
as of April 1, 1989, a Third Supplemental Indenture dated as of May 8, 1990,
a Fourth Supplemental Indenture by and between the Trustee and the Company
dated as of March 1, 1991, a Fifth Supplemental Indenture, dated October
15, 1993 and a Sixth Supplemental Indenture, dated April 1, 1994 (collectively,
the "Indenture").
This is to confirm the arrangements with respect to the purchase of
debt securities from the Company by the Representatives and the several
Underwriters listed in the applicable terms agreement entered into between
the Representatives and the Company of which these Basic Provisions are
Annex A thereto (the "Terms Agreement"). The Terms Agreement, together
with the provisions hereof incorporated therein by reference, is herein
referred to as the "Agreement" and the debt securities subject to the Terms
Agreement are herein referred to as the "Securities." Terms defined in the
Terms Agreement are used herein as therein defined. If the Securities are
to be purchased by an underwriting syndicate, the term "Representatives" as
used herein shall mean the representatives of the members of the underwriting
syndicate, and the term "Underwriters" shall mean all the members of the
underwriting syndicate, including the Representatives. If the Securities
are being purchased by one or more underwriters and not by an underwriting
syndicate, the terms "Representatives" and "Underwriters" shall mean such
underwriters. The terms "Underwriters" and "Representatives" shall be
interpreted in the singular or plural, as appropriate in the context of
the Terms Agreement.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 in respect of the
Securities and the offering thereof from time to time in accordance with
Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"),
and has filed such amendments thereto as may have been required to the date
of the Terms Agreement. Such registration statement, as so amended, and the
prospectus constituting a part thereof (including, in each case, all
documents incorporated therein by reference) as they are from time to time
amended or supplemented by the filing of documents pursuant to the Securities
Act (including the Prospectus Supplement, as defined below) or the Securities
Exchange Act of 1934, as amended (the "1934 Act")), are hereinafter called
the "Registration Statement" and the "Prospectus," respectively.
18
II-5<PAGE>
Section 1. Representations and Warranties of the Company. The Company
represents and warrants to the Representatives and each other Underwriter
named in the Terms Agreement as of the date thereof (the "Representation Date")
that:
(a) At the time the Registration Statement became effective and
as of the Representation Date, the Registration Statement and the Prospectus
complied with the provisions of the Securities Act, the Trust Indenture Act
of 1939 (the "1939 Act") and the rules and regulations of the Commission
thereunder (the "Regulations"), and the Indenture was qualified under the
1939 Act. At the time the Registration Statement became effective and as
of the Representation Date, the Registration Statement did not, and will
not during the period specified in Section 3(b), contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Prospectus, at the time the Registration Statement became effective and as
of the Representation Date, did not, and will not during the period specified
in Section 3(b), contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by an Underwriter expressly
for use in the Registration Statement or the Prospectus.
(b) The documents incorporated by reference in the Prospectus,
at the time they were or hereafter are filed with the Commission, complied
and will comply at all times during the period specified in Section 3(b) in
all material respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the "1934 Act Regulations") and,
when read together with the other information in the Prospectus, at the time
the Registration Statement became effective and as of the Representation Date,
did not, and will not during the period specified in Section 3(b), include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading.
(c) The accountants who certified or who will certify the financial
statements included in the Registration Statement are, or will be, with
respect to the Company and its subsidiaries, independent public accountants
as required by the Securities Act and the Regulations.
(d) The financial statements included in the Registration Statement
and Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their
operations for the periods specified and have been prepared in conformity
with generally accepted accounting principles applied on a basis which is
consistent in all material respects during the periods involved, and the
supporting schedules included in the Registration Statement present fairly
the information required to be stated therein.
(e) Neither the Company nor any subsidiary has a contingent
liability which is material to the Company and its subsidiaries considered
as one enterprise and which is not disclosed in the Registration Statement
and Prospectus.
19
II-6<PAGE>
(f) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus except as may otherwise be
stated therein: (i) there has not been any material adverse change, nor does
the Company have reason to believe that any material adverse change will occur,
in the condition, financial or otherwise, of the Company and its subsidiaries
considered as one enterprise, or in the business, properties, operations,
income or business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of business,
(ii) neither the Company nor any of its subsidiaries has entered into a
transaction, other than transactions in the ordinary course of business,
which is material in relation to the Company and its subsidiaries considered
as one enterprise, (iii) there has not been any dividend or distribution of
any kind declared, paid or made by the Company on its capital stock, other
than normal cash dividends, (iv) neither the Company nor any subsidiary has
incurred any liabilities or obligations (direct or contingent) which are
material to the Company and its subsidiaries considered as one enterprise,
except in the ordinary course of business, (v) there has not been any change
in the capital stock (other than by reason of the exercise of stock options
outstanding at the latest date as of which information is given in the
Registration Statement or the Prospectus, the conversion of preferred stock
or debentures outstanding at the latest date as of which information is given
in the Registration Statement or the Prospectus, the issuance of shares
pursuant to the Company's employee stock purchase plan or employee stock
ownership plan), any material increase in the short-term indebtedness of
the Company and its subsidiaries or any increase in the long-term
indebtedness of the Company and its subsidiaries considered as one
enterprise (other than indebtedness incurred periodically pursuant to
the Company's $500,000,000 revolving credit agreement or pursuant to a
loan program administered by the Rural Electrification Administration),
(vi) no action, suit or proceeding, at law or in equity, is pending or,
to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries, and no proceedings are pending or,
to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries before or by any governmental
commission, board or other administrative agency, wherein an
unfavorable decision, ruling or finding would materially adversely
affect the consummation of this Agreement or the business, properties,
operations, financial condition, income or business prospects of the
Company and its subsidiaries considered as one enterprise, (vii)
neither the Company nor any of its subsidiaries has sustained a
loss of, or damage to, its properties (whether or not insured)
which would materially adversely affect the business, operations,
financial condition, income or business prospects of the Company
and its subsidiaries considered as one enterprise, and (viii) no
labor disturbance by the employees of the Company or any of its
subsidiaries has arisen or been threatened which might materially
adversely affect the business, operations, financial condition,
income or business prospects of the Company and its subsidiaries
considered as one enterprise.
(g) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Delaware with full power and authority to own, lease and
operate its properties, to conduct its business as described in the
Registration Statement, to issue and sell the Securities and to enter
into and perform this Agreement; each subsidiary of the Company has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation
with full power to own, lease and operate its properties and conduct its
20
II-7
<PAGE>
business as described in the Registration Statement; the Company and each
of its subsidiaries is duly qualified to transact business and is in good
standing in each of the jurisdictions in which the conduct of its business
or the ownership, leasing or operation of its properties or the existence
of an office requires such qualification, except where the failure to so
qualify would not have a material adverse effect on the Company and its
subsidiaries considered as one enterprise; each subsidiary of the Company
has municipal consents or franchises, free from unduly burdensome
restrictions which, together with its corporate powers, are adequate
to enable it to carry on its operations in the territory served by the
subsidiary; and all of the issued and outstanding capital stock of each
subsidiary of the Company has been duly authorized and validly issued and
is fully paid and nonassessable, and the stock of such subsidiaries owned
by the Company is free and clear of any mortgages, pledges, liens,
encumbrances, claims or equities whatsoever (other than pledges of stock
of subsidiaries securing acquisition indebtedness not in excess of $2,000,000).
(h) This Agreement has been duly authorized, executed and
delivered on behalf of the Company and is the valid and legally binding
obligation of the Company enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws
relating to or affecting enforcement of creditors' rights and by general equity
principles.
(i) The Securities have been duly authorized for issuance and
sale pursuant to this Agreement (or will have been so authorized prior to their
issuance) and, when issued, authenticated and delivered pursuant to the
provisions of this Agreement and of the Indenture against payment of the
consideration therefor in accordance with this Agreement, the Securities
will constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws relating
to or affecting enforcement of creditors' rights and by general equity
principles and will be entitled to the benefits provided by the Indenture.
(j) The Company is not in violation of its certificate of
incorporation or bylaws, and neither the Company nor any of its
subsidiaries is in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in
any bond, debenture, note or other evidence of indebtedness or in
any contract, indenture, mortgage, loan agreement, lease, joint
venture agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any of
them or any of their properties may be bound, or in violation of
any material statute, order, rule, regulation, writ, injunction or
decree of any government, governmental instrumentality or court,
domestic or foreign, and the compliance with the terms of this
Agreement and the Indenture, the incurrence of the obligations
herein and therein set forth and the consummation of the transactions
herein and therein contemplated will not violate the certificate of
incorporation or code of regulations or bylaws of the Company or any of
its subsidiaries or conflict with or result in a breach of or default in
the performance or observance of any obligation, agreement, covenant or
condition contained in any bond, debenture, note or other evidence of
indebtedness or any contract, indenture, mortgage, loan agreement, lease,
joint venture agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any
21
II-8
<PAGE>
of them or any of their properties may be bound or violate any
statute, order, rule, regulation, writ, injunction or decree of any
government, governmental instrumentality or court, domestic or foreign.
(k) No approval of any court, governmental agency or public
regulatory body is necessary in connection with the issue and sale of
the Securities, except such as may be required under state or federal
securities or "blue sky" laws and such as have already been received.
(l) There is no contract or document required to be described
in the Registration Statement, or to be filed as an exhibit to the
Registration Statement, which is not described or filed as required.
(m) The Company or a subsidiary has good title to all of the
properties and assets reflected in the consolidated balance sheet of the
Company included in the Registration Statement, except properties and
assets sold or otherwise disposed of in the ordinary course of business
after such date, subject to no mortgages, liens, charges or encumbrances
of any nature whatsoever other than as disclosed in the Registration
Statement (other than minor defects and encumbrances customarily found
in the case of properties of like size and character which do not impair
the use of such properties by the Company or its subsidiaries).
Any certificate signed by any officer of the Company and delivered
to the Underwriters or to counsel for the Underwriters shall be deemed
a representation and warranty by the Company to each Underwriter as to
the matters covered thereby.
Section 2. Purchase and Sale. The obligation of the Underwriters
to purchase, and the Company to sell, the Securities is evidenced by
the Terms Agreement. The Terms Agreement specifies the principal amount
of the Securities, the names of the Underwriters participating in the
offering (subject to substitution as provided in Section 11 hereof) and
the principal amount of Securities which each severally has agreed to
purchase, the purchase price to be paid by the Underwriters, the
initial public offering price, if any, of the Securities and any
terms of the Securities not already specified in the Indenture
(including, but not limited to, designation, denominations, current
ratings, interest rates and payment dates, maturity and redemption
provisions and sinking fund requirements).
Payment of the purchase price for the Securities to be purchased by
the Underwriters shall be made, against delivery of the Securities
through the facilities of the Depository Trust Company, at the offices
of Stephens Inc., Little Rock, Arkansas, at 9:00 a.m., Little Rock time,
on the fifth business day following the date of the Terms Agreement or at
such other place, time and date as the Representatives and the Company may
agree upon. (The date designated for the payment of the purchase price
and the delivery of the Securities is referred to herein as the "Closing Date").
Payment for the Securities shall be by federal wire transfer in same-day funds.
The Securities shall be delivered to the Underwriters registered in such names
and in such authorized denominations as the Representatives shall specify in
writing not later than 8:00 a.m., Little Rock time, on the second business day
before the Closing Date. For the purpose of expediting the checking of the
Securities by the Representatives, the Company agrees to make
22
II-9
<PAGE>
the Securities available to the Representatives not later than 12:00 noon,
Little Rock time, on the business day before the Closing Date at such
location as you may reasonably request.
Section 3. Covenants of the Company. The Company agrees that:
(a) Immediately following the execution of the Terms Agreement,
the Company will prepare a supplement to the Prospectus (the "Prospectus
Supplement") setting forth the principal amount of Securities covered
thereby and their terms not otherwise specified in the Indenture, the
names of the Underwriters participating in the offering and the principal
amount of Securities which each severally has agreed to purchase, the
names of the Underwriters, if any, acting as co-managers in connection
with the offering, the price at which the Securities are to be purchased
by the Underwriters from the Company, the initial public offering price,
if any, the selling concession and reallowance, if any, and such other
information as the Representatives and the Company deem appropriate in
connection with the offering of the Securities. The Company will promptly
transmit copies of the Prospectus Supplement to the Commission for filing
pursuant to Rule 424 of the Regulations and will furnish to the Underwriters
named therein as many copies of the Prospectus and such Prospectus Supplement
as the Representatives shall reasonably request.
(b) If at any time when the Prospectus is required by the
Securities Act to be delivered in connection with sales of the Securities
any event shall occur as a result of which it is necessary to further amend
or supplement the Prospectus so that it does not contain an untrue statement
of material fact, or does not omit to state a material fact necessary to
make the statements therein, in the light of the circumstances existing
at the time it is delivered to a purchaser, not misleading, or, if it
shall be necessary at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the
Securities Act or the Regulations, the Company will promptly notify each
Underwriter and prepare and file with the Commission such amendment or
supplement, whether by filing documents pursuant to the 1934 Act or
otherwise, as may be necessary in order to make the Prospectus not
misleading or cause the Registration Statement to comply with such
requirements; provided that no such amendment or supplement will be
filed with the Commission without the prior consent of the Representatives.
(c) During the period specified in Section 3(b), the Company
will notify each Underwriter immediately and confirm the notice in
writing (i) when any amendment to the Registration Statement shall
have become effective, (ii) of the transmission, mailing or other
delivery to the Commission for filing of any supplement to the Prospectus
or any document to be filed pursuant to the 1934 Act, (iii) of the receipt
of any comments from the Commission with respect to the Registration
Statement or the Prospectus, (iv) of any request, written or oral, by
the Commission or any state securities regulatory authority for any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information and (v) of the issuance
by the Commission or any state securities regulatory authority of any stop
order suspending the effectiveness of the Registration Statement or of the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance by the Commission or any state
securities regulatory authority of any stop order during the period specified
in
23
II-10<PAGE>
Section 3(b) and, if any such stop order shall at any time be issued,
to obtain the lifting thereof at the earliest possible moment.
(d) The Company will deliver to each Underwriter and to counsel
for the Underwriters, as soon as available, one signed copy of the
registration statement as originally filed and one signed copy of all
amendments thereto filed during the period specified in Section 3(b)
(in each case including all exhibits and other documents filed therewith
or incorporated by reference therein).
(e) During the period specified in Section 3(b), the Company
will deliver to the Underwriters, in accordance with the Representatives'
instructions, as many copies of the Prospectus as the Underwriters may
reasonably request.
(f) The Company, during the period specified in Section 3(b),
will file promptly all documents required to be filed with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act; provided
that such documents must be satisfactory to counsel for the Underwriters.
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 90 days after the close
of the period covered thereby, an earnings statement (in form complying
with the provisions of Section 11(a) of the Securities Act, which need not
be certified by independent public accountants) covering a period of 12
months commencing not later than the first day of the calendar quarter
following the effective date of the Registration Statement.
(h) The Company will endeavor, in cooperation with the
Underwriters, to qualify the Securities for offering and sale under the
applicable securities laws of such jurisdictions as the Representatives may
designate; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
In each jurisdiction in which Securities have been qualified as above provided,
the Company will make and file such statements and reports in each year as are
or may be reasonably required by the laws thereof.
(i) Between the date of the Terms Agreement and the Closing
Date, the Company will not, without the prior consent of the Representatives,
offer or sell, or enter into any agreement to sell, any debt securities of
the Company having an original maturity of one year or more.
Section 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement,
including expenses in connection with (i) the preparation, printing and
filing of the Registration Statement and Prospectus and the printing of
this Agreement, the Securities and the Indenture, (ii) the issuance and
delivery of the Securities to the Underwriters, including transfer agents'
and registrars' fees, (iii) the fees and disbursements of the Company's
counsel and accountants, (iv) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(h),
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation
of the Blue Sky Memorandum, (v) the printing and delivery to
24
II-11<PAGE>
the Underwriters, in quantities as hereinabove stated, of copies of the
Registration Statement and any amendments thereto and of the Prospectus and
any amendments or supplements thereto and (vi) the printing and delivery to
the Underwriters of copies of the Blue Sky Memorandum to be prepared by
counsel for the Underwriters.
If this Agreement is cancelled by the Underwriters in accordance
with the provisions of Section 5 or by the Company in accordance with the
provisions of Section 6 or is terminated by the Underwriters in accordance
with the provisions of Section 10(b)(i) or is terminated by the Company in
accordance with the provisions of Section 10(a), the Company shall reimburse
the Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.
Section 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder to purchase and pay for Securities
on the Closing Date are subject to the accuracy, as of the date of the
Agreement and as of the Closing Date, of the representations and warranties
of the Company, to the performance by the Company of its obligations hereunder,
and to the following conditions:
(a) At the Closing Date (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued under
the Securities Act or proceedings therefor initiated or threatened by the
Commission, (ii) the rating assigned by any nationally recognized securities
rating agency to any debt securities or preferred stock of the Company as of
the date of the Terms Agreement shall not have been lowered since the
execution of such Terms Agreement and (iii) there shall not have come to
the attention of the Representatives any facts that would cause the
Representatives to believe that the Prospectus, together with the
Prospectus Supplement, at the time it was required to be delivered to a
purchaser of the Securities, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing at such time,
not misleading.
(b) At the Closing Date, the Underwriters shall have received:
(1) The favorable opinion of Ivester, Skinner & Camp,
counsel for the Company, dated the Closing Date, in form
and substance satisfactory to counsel for the Underwriters,
to the effect that:
(i) the Company has been duly organized and is
validly existing as a corporation in good standing
under the laws of the State of Delaware, and has full
corporate power and authority to conduct the business
in which it is engaged, to own, lease and operate the
properties used by it in such business, to issue and
sell the Securities and
to enter into and perform this Agreement;
(ii) this Agreement has been duly authorized by,
and duly executed and delivered on behalf of, the
Company;
(iii) the Indenture has been duly authorized by,
and duly executed and delivered on behalf of, the
Company, and constitutes the valid and
25
II-12<PAGE>
binding agreement of the Company, enforceable in
accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or
other laws relating to or affecting enforcement of
creditors' rights and by general equity principles;
(iv) the Securities are in the form authorized in
the Indenture; the Securities have been duly authorized
by all necessary corporate action and, when the
Securities have been executed and authenticated as
specified in the Indenture and delivered against
payment pursuant to this Agreement, will be valid and
binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or
other laws relating to or affecting enforcement of
creditors' rights and by general equity principles,
and the holders of the Securities will be entitled
to the benefits of the Indenture;
(v) the Indenture and the Securities conform in
all material respects to the descriptions thereof in
the Prospectus and the applicable Prospectus Supplement;
(vi) the Indenture is qualified under the 1939 Act;
(vii) no approval, authorization, consent or order of,
or registration or filing with, any court, governmental
agency or other public board or body is legally required
for the issuance and sale of the Securities by the
Company or the performance of this Agreement by the
Company, except such as may be required under State or
federal securities or "blue sky" laws and such as have
already been received;
(viii) the Registration Statement is effective under
the Securities Act, and, to the best of their knowledge,
no stop order suspending the effectiveness of the
Registration Statement has been issued and no
proceedings for a stop order are pending or threatened
under Section 8(d) of the Securities Act;
(ix) at the time the Registration Statement became
effective and as of the date of the Terms Agreement,
the Company satisfied the requirements under the
Securities Act for use of a Registration Statement on
Form S-3, the Registration Statement (other than the
financial statements included therein, as to which no
opinion need be rendered) complied as to form in all
material respects with the requirements of the
Securities Act, the 1939 Act and the Regulations
regarding registration statements on Form S-3 and
related prospectuses, and nothing has come to their
attention that would lead them to believe that the
Registration Statement, at the time it became effective
(or if an amendment to the Registration Statement or
an annual report on Form 10-K has been filed by the
Company with the Commission subsequent to the
effectiveness of the Registration Statement, at the
time of the most recent filing), and as of the date
of the Terms Agreement, contained an untrue statement
of a material
26
II-13<PAGE>
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, at the
date of the Terms Agreement and at the Closing Date,
contains an untrue statement of a material fact or
omits to state a material fact required to be stated
therein or necessary to make the statements therein,
in the light of the circumstances under which they were
made, not misleading;
(x) to the best of their knowledge, there are no
contracts, instruments or documents of a character
required to be described in the Registration Statement
or to be filed as exhibits thereto other than those
described or filed;
(xi) to the best of their knowledge, there are no
legal or governmental proceedings pending or threatened
of a character which should be disclosed in the
Registration Statement;
(xii) the statements in the Prospectus under the
caption "Description of Securities" have been prepared
or reviewed by them, are correct and fairly present
the information required to be set forth with respect
to the Securities;
(xiii) to the best of their knowledge, each of the
Company's subsidiaries has municipal consents or
franchises free from unduly burdensome restrictions
which, together with its corporate or charter powers,
are adequate to enable it to carry on its operations
in the territory served by such subsidiary; and
(xiv) neither the issuance and sale of the Securities
by the Company nor the execution, delivery and
performance of this Agreement will conflict with or
result in a breach of, or constitute a default under,
any of the terms, conditions or provisions of any
agreement or instrument known to such counsel to
which the Company or any of its subsidiaries is a
party or by which the Company or any of its
subsidiaries or any of their properties is bound.
(2) The favorable opinion of Kutak Rock, counsel for the
Underwriters, dated the Closing Date, with respect to such
matters as requested by the Underwriters. As to matters of
Delaware law, Kutak Rock may rely upon the opinion of Ivester,
Skinner & Camp.
(3) A certificate signed by any two of the Chairman and
Chief Executive Officer, the President, a Senior Vice
President or the Controller of the Company, dated the Closing
Date, to the effect that (i) they have carefully read the
Registration Statement; (ii) as of the date of the Terms
Agreement, the Registration Statement and the Prospectus did
not contain an untrue statement of a material fact and did
not omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; (iii) since the effective
27
II-14<PAGE>
date of the Registration Statement, no event has occurred
which should have been set forth in an amendment or supplement
to the Prospectus but which has not been set forth; and (iv)
at the Closing Date, the representations and warranties set
forth in Section 1 of the Agreement are true and correct.
(c) The Underwriters shall have received from Arthur
Andersen & Co., a letter, dated as of the Closing Date in
form and substance satisfactory to the Underwriters, to the
effect that:
(i) they are independent certified public
accountants with respect to the Company and its subsidiaries
within the meaning of the Securities Act and the Regulations
and are in compliance with the requirements for the
qualification of accountants under Rule 2.01 of Regulation
S-X of the Regulations;
(ii) in their opinion, the audited financial
statements and supplemental schedules set forth in the
most recent annual report on Form 10-K filed by the Company
pursuant to Section 13 of the 1934 Act and covered by their
opinion in such annual report on Form 10-K included in the
Registration Statement and the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the 1934 Act and the 1934 Act Regulations; and
(iii) they confirm, as of the date of such letter
(or, with respect to matters involving changes or developments
since the respective dates as of which specified financial
information is given or incorporated in the Prospectus, as of
a date not more than five days prior to the date of such
letter), their conclusions and findings with respect to the
financial information and other matters covered by its letter
delivered to you and dated as of the date of this Agreement.
(d) At the Closing Date, counsel for the Underwriters shall
have been furnished with such other documents, certificates and
opinions as they may reasonably require for the purpose of
enabling them to pass upon the issuance and sale of the
Securities as herein contemplated and related proceedings,
or in order to evidence the accuracy or completeness of any
of the representations or warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale
of the Securities as herein contemplated shall be satisfactory
in form and substance to the Underwriters and counsel for the
Underwriters.
If any of the conditions specified in this Section shall not have
been fulfilled when as required by this Agreement to be fulfilled,
this Agreement and all obligations of the Underwriters hereunder
may be cancelled by the Underwriters by notifying the Company of
such cancellation in writing or by telegram at any time at or prior
to the Closing Date, and any such cancellation shall be without
liability of any party to this Agreement to any other party to this
Agreement except as otherwise provided in this Agreement.
Section 6. Conditions of Company's Obligation. The obligation of
the Company to issue and sell the Securities at the Closing Date is
subject to the condition that on the Closing Date no stop order
suspending the effectiveness of the Registration Statement shall
have been issued or proceedings therefor initiated or threatened.
28
II-15<PAGE>
Section 7. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who
controls an Underwriter within the meaning of Section 15 of the
Securities Act, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact included in the Registration
Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material
fact included in any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading, unless such untrue statement or omission or such
alleged untrue statement or omission was made in reliance upon and
in conformity with written information furnished to the Company by an
Underwriter expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus
(or any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage and
expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including
the fees and disbursements of counsel chosen by the Underwriters)
reasonably incurred in investigating, preparing or defending against
any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above.
(b) Each Underwriter severally agrees that it will indemnify
and hold harmless the Company, its directors, and each of its
officers who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15
of the Securities Act to the same extent as the indemnity contained
in subsection (a) of this Section, but only with respect to
statements or omissions made in the Registration Statement (or
any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the
Company by such Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect
of which indemnity may be sought hereunder, but failure to so
notify an indemnifying party shall not relieve it from any
liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. In no event
shall the indemnifying parties be
29
II-16
<PAGE>
liable for the fees and expenses of more than one counsel for all
indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances.
Section 8. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 7 is for any reason held to be unenforceable by
the indemnified parties although it is applicable in accordance with its
terms, the Company and the Underwriters shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated
by said indemnity agreement incurred by the Company and one or more
Underwriters in respect of such offering in such proportions that the
Underwriters shall be responsible for that portion of the aggregate
losses, liabilities, claims, damages and expenses represented by the
percentage that the underwriting discount appearing on the cover page
of the Prospectus Supplement relating to the Securities bears to the
public offering price appearing thereon and the Company shall be responsible
for the balance; provided, however, that no such person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person,
if any, who controls an Underwriter within the meaning of Section 15 of
the Securities Act shall have the same rights to contribution as such
Underwriter and each director of the Company, each officer of the Company
who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the Company.
Section 9. Representations, Warranties and Agreements To Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Company submitted
pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of an Underwriter or
any controlling person of an Underwriter, or by or on behalf of the Company,
and shall survive delivery of any of the Securities to the Underwriters.
Section 10. Termination of Agreement. (a) The Representatives, by
notice to the Company, or the Company, by notice to the Representatives, may
terminate this Agreement without cause at any time prior to the time the
Securities are released by the Underwriters for sale.
(b) The Underwriters shall also have the right to terminate
this Agreement by notice to the Company at any time at or prior to the
Closing Date (i) if there shall have been, since the respective dates as of
which information is given in the Registration Statement and Prospectus, any
material adverse change in the consolidated condition of the Company, financial
or otherwise, except as referred to in the Registration Statement and
Prospectus, (ii) if there shall have occurred any outbreak of hostilities or
other national or international calamity or crisis the effect of which on the
financial markets of the United States shall be such as, in the Representatives'
judgment, makes it impracticable for the Underwriters to sell the Securities,
(iii) if trading in the Common Stock of the Company on the New York Stock
Exchange shall have been suspended or if trading generally on the New York or
American Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices of
securities shall have been required on the New York or American Stock Exchange,
by such exchange or by order of the Commission or any other governmental
authority having jurisdiction
30
II-17
<PAGE>
or (iv) if a banking moratorium shall have been declared by either federal or
New York authorities.
(c) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except
as otherwise provided in this Agreement.
Section 11. Default. If any Underwriter shall fail at the Closing
Date to purchase the Securities which it is obligated to purchase hereunder
(the "Defaulted Securities"), the Representatives (or the Representative not
in default if the default is by a Representative) shall have the right, but
not the obligation, within 24 hours thereafter, to make arrangements for one
or more of the Underwriters not in default to purchase all, but not less than
all, of the Defaulted Securities upon the terms herein set forth; if, however,
the Representatives (or the Representatives not in default if the default is
by a Representative) shall not have completed such arrangements within such
24-hour period, then this Agreement shall terminate without liability on the
part of the Company or any Underwriter not in default, except as otherwise
provided in Section 4.
Nothing in this Section and no action taken pursuant to this Section
shall relieve a defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
In the event of a default by an Underwriter as set forth in this
Section, either the Representatives or the Company shall have the right to
postpone the Closing Date for a period of not exceeding five business days in
order that any required changes in the Registration Statement or Prospectus
or in any other documents or arrangements may be effected.
Section 12. Notices. Except as otherwise specifically provided
herein, all communications hereunder shall be in writing or by telegram and,
if to the Underwriters, shall be mailed or delivered to the Representatives
c/o Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201,
Attention: Mr. Michael Smith; if to the Company, shall be mailed or delivered
to it at One Allied Drive, Little Rock, Arkansas 72202, Attention:
Mr. Max E. Bobbitt.
Section 13. Parties. This Agreement shall inure to the benefit
of and be binding upon the Company and any Underwriter who becomes a party
hereto and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and the directors and officers referred to in Sections
8 and 9, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and said
controlling persons, directors and officers and for the benefit of no
other person, firm or corporation. No purchaser of Securities from an
Underwriter shall be deemed to be a successor by reason merely of such purchase.
Section 14. Governing Law. This Agreement shall be governed by the
internal laws of the State of Arkansas.
31
II-18<PAGE>
ALLTEL CORPORATION
(a Delaware corporation)
DEBT SECURITIES
TERMS AGREEMENT
Dated: March , 1994
ALLTEL Corporation
One Allied Drive
Little Rock, AR 72202
We, the underwriters named below (the "Underwriters"), understand
that ALLTEL Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell $250,000,000 aggregate principal amount of its unsecured
debt securities due April 1, 2004 (the "Securities"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, and
based upon the representations and warranties incorporated by reference
herein, the Underwriters offer to purchase, severally and not jointly,
the respective principal amounts of Securities set forth below opposite
their respective names at the purchase price set forth below.
Principal Amount
Underwriter of Securities
Stephens Inc. $125,000,000
Merrill Lynch & Co. 125,000,000
Total ....................... $250,000,000
The Securities shall have the terms described in the Preliminary
Prospectus Supplement with respect to the Securities dated March , 1994
and the following additional terms:
Interest rate: [ ]%
Initial public
offering price: % ($ )
Purchase Price: % ($ )
Redemption Price: 100%
All the provisions contained in the document attached as Annex A
hereto entitled "ALLTEL Corporation - Underwriting Agreement Basic Provisions"
are hereby incorporated by reference in their entirety herein and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document
are used herein as therein defined.
32
II-19<PAGE>
Please accept this offer no later than 9:00 a.m. (Little Rock, Arkansas
time) on March , 1994 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
STEPHENS INC.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By Stephens Inc.
By
Title
Accepted:
ALLTEL Corporation
By
Title
33
II-20
EXHIBIT 4(a)(vii)
ALLTEL CORPORATION
to
SOCIETY NATIONAL BANK,
AS TRUSTEE
SIXTH SUPPLEMENTAL INDENTURE
Dated as of ________, 1994
Providing for Issuance of
$250,000,000 Principal Amount of
_____% Debentures due , 2004
34
II-21<PAGE>
THIS SIXTH SUPPLEMENTAL INDENTURE (the "Sixth Supplemental
Indenture"), dated as of ________, 1994, made and entered into by and between
ALLTEL CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware, with its principal offices located at One Allied Drive,
Little Rock, Arkansas (hereinafter referred to as the "Company"), and SOCIETY
NATIONAL BANK, a national banking association, as successor by merger to
AMERITRUST COMPANY NATIONAL ASSOCIATION, as trustee (hereinafter referred to as
the "Trustee").
WHEREAS, the Company has duly executed and delivered to the Trustee
an Indenture dated as of January 1, 1987 (hereinafter referred to as the
"Original Indenture"), as supplemented by a First Supplemental Indenture dated
as of March 1, 1987, a Second Supplemental Indenture dated as of April 1, 1989,
a Third Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental
Indenture dated as of March 1, 1991, and a Fifth Supplemental Indenture dated
as of October 1, 1993 (the Original Indenture and all supplemental indentures
thereto being hereinafter collectively, referred to as the "Indenture"),
providing for the periodic issuance of debt securities in series; and
WHEREAS, Section 2.02(a) of the Original Indenture provides for the
issuance of any Series (as defined in the Original Indenture) of Securities (as
defined in the Original Indenture) pursuant to a Board Resolution (as defined
in the Original Indenture) or by the execution and delivery to the Trustee of
an indenture supplemental to the Indenture authorized and approved by the Board
of Directors of the Company; and
35
II-22<PAGE>
WHEREAS, Section 2.01 of the Original Indenture provides that all
Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture; and
WHEREAS, the Company desires in and by this Sixth Supplemental
Indenture to provide for the creation and issuance of $250,000,000 principal
amount of _____% Debentures due , 2004 (hereinafter referred to as
the "Debentures") in accordance with and under the terms and provisions of the
Indenture; and
WHEREAS, the Board of Directors of the Company has duly authorized
the execution and delivery of this Sixth Supplemental Indenture providing for
the issuance of the Debentures as herein provided; and
WHEREAS, all things necessary to make this Sixth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;
NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Debentures:
36
II-23<PAGE>
ARTICLE ONE
Issuance of Debentures
Section 1.01. The Debentures hereby authorized to be issued under
this Sixth Supplemental Indenture and the Indenture shall be designated "_____%
Debentures due , 2004." No more than $250,000,000 of the
Debentures shall be issued and authenticated hereunder (except for Debentures
issued and authenticated pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05 of
the Original Indenture). The Debentures shall be issuable in authorized
denominations of $1,000 and integral multiples thereof and registered as to
principal and interest. The Debentures shall be dated the date of their
authentication and shall bear interest at the rate of and percent
(_____%) per annum, payable semi-annually, based on a 360-day year comprised of
twelve 30-day months. The Company shall pay interest in such coin or currency
of the United States of America as is, as of the time of payment, legal tender
for the payment of public and private debts, and pay to the Holders of the
Debentures interest on said principal sum at the rate per annum specified in
the title of the Debentures, in like coin or currency, from the or
next preceding the date of authentication to which interest has been
paid (unless the date of authentication thereof is a or to
which interest has been paid, in which case from the date of authentication; or
unless the date of authentication thereof is on or prior to , 1994,
in which case from , 1994; or unless the date of authentication thereof
is between the close of business on or , as the case may be,
and the following _____ or _____, respectfully, in which case from such _____ or
_____; provided, however, that if the Company shall default in payment of the
interest due on such _____ or _____, then from the next preceding _____ or
_____, to which interest has been paid or, if no
37
II-24<PAGE>
interest has been paid on the Debentures, from , 1994) semi-
annually on _____ or _____ in each year, until payment of said principal sum has
been made. The interest so payable on any _____ or _____ will, subject to
certain exceptions hereinafter referred to, be paid to the Holders of the
Debentures as of the close of business on the or , as the
case may be, next preceding such _____ or _____ whether or not such
or is a business day. If and to the extent the Company shall
default in the payment of the interest on a _____ or _____, such defaulted
interest shall be paid to the Holders of the Debentures as of a subsequent
record date established by notice given by mail by or on behalf of the Company
to the Holders of the Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest. Payment of interest may be made
at the option of the Company by check mailed to the person entitled thereto.
Transfers of Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee in Cleveland, Ohio, or at
such other location or locations as may be provided for pursuant to the
Indenture. The Debentures will be issued in fully registered form without
coupons in denominations of $1,000 and integral multiples thereof.
38
II-25<PAGE>
Section 1.02. The fully registered Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be in substantially
the following form:
Form of Fully Registered _____% Debentures
due _____ ,2004
[Form of Face of Security]
No. $
ALLTEL Corporation
_____% Debenture due _____, 2004
ALLTEL Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"), for
value received, hereby promises to pay to , or
registered assigns, the principal sum of DOLLARS on _____,
2004, at the office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York, or at such other location or locations as may be
provided for pursuant to the Indenture, in such coin or currency of the United
States of America which as of the time of payment is legal tender for the
payment of public and private debts, and to pay to the registered holder hereof,
as hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
_____ or _____ next preceding the date of authentication hereof to which
interest has been paid (unless the date of authentication is a _____ or _____
to which interest has been paid, in which case from the date of authentication;
or unless the date of authentication hereof is on or prior to _____, 1994 in
which case from , 1994; or unless the date of authentication hereof
is between the close of business on _____ or _____, as the case may be, and the
following _____, or _____, respectively, in which case from such _____ or _____;
provided, however, that if the Company shall default in payment of the interest
due on such _____ or _____, then from the next preceding _____ or _____, to
which interest has been paid or, if no interest has been paid on the Debentures,
from , 1994) semi-annually on _____ or _____ in each year, until
payment of said principal sum has been made. The interest so payable on any
_____ or _____ will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the _____ or _____, as the case may be, next preceding such _____
or _____ whether or not such _____ or _____ is a business day. If and to the
extent the Company shall default in the payment of the interest on a _____ or
39
II-26<PAGE>
_____, such defaulted interest shall be paid to the persons in whose names the
Debentures are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the holders of Debentures not
less than 15 days preceding such subsequent record date, such subsequent record
date not to be less than five days preceding the date of payment of such
defaulted interest. Payment of interest may be made at the option of the
Company by check mailed to the person entitled thereto.
This Debenture is continued on the reverse hereof, and the additional
provisions there set forth shall for all purposes have the same effect as if set
forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.
IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.
Dated:
ALLTEL CORPORATION
By:
President
[Corporate Seal]
Attest:
Secretary
40
II-27<PAGE>
Form of Certificate of Authentication
This is one of the Securities referred to in the within- mentioned
Indenture.
SOCIETY NATIONAL BANK,
as Trustee
By:
Authorized Officer
[Form of Reverse of Security]
This _____% Debenture due _____, 2004 is one of a duly authorized
issue of debentures (hereinafter called the "Debentures") of the series
hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture
dated as of October 1, 1993, and a Sixth Supplemental Indenture dated as of
, 1994 (said Indenture, as supplemented herein, referred to as the
"Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made for
a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may as
between different series and within a given series mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events
of Default and may otherwise vary as in the Indenture provided. This Debenture
is one of a series designated as the _____% Debentures due _____, 2004 of the
Company issued in the aggregate principal amount of $250,000,000.
In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture. The Indenture provides
that in certain events such declaration and its consequences may be rescinded
and annulled by the holders of a majority in aggregate principal amount of the
41
II-28<PAGE>
Debentures. It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Debentures at the time may waive, on behalf
of the holders of all of the Debentures, any existing default with respect to
the Debentures and its consequences, except a default in the payment of the
principal of or interest on any of the Securities.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.
Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.
42
II-29<PAGE>
The Debentures may not be redeemed prior to _____, 2004. No Sinking
Fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto. Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Debenture registrar shall be affected by any notice to the contrary.
All such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
As provided in the Indenture, this Debenture shall for all purposes
be governed by and construed in accordance with the laws of the State of Ohio.
43
II-30<PAGE>
The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.
Section 1.03. Forthwith upon (i) the execution and delivery of this
Sixth Supplemental Indenture the Trustee, (ii) upon the execution and delivery
to it of $250,000,000 principal amount of the Debentures and (iii) upon delivery
to the Trustee of the items required by Sections 2.02 and 2.03 of the Original
Indenture including, without limitation, the written Company Order signed by
any two of the Chairman of the Board of Directors, any Vice Chairman of the
Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary, and the Controller
of the Company, and without any further authorization or action by the Company,
shall authenticate and deliver the Debentures.
ARTICLE TWO
Redemption of the Debentures
Section 2.01. Prior to _____, 2004 the Debentures shall not be
subject to redemption.
ARTICLE THREE
Intentionally Omitted
44
II-31<PAGE>
ARTICLE FOUR
No Sinking Fund for the Debentures
Section 4.01. No sinking fund is provided for the Debentures.
ARTICLE FIVE
Amendment
Section 5.01. Without the consent of each Holder of Debentures
affected, no amendment to or waiver of a right under, the Indenture or this
Sixth Supplemental Indenture shall change or alter the right of the Holders of
Debentures set forth in Section 9.02(a) of the Original Indenture.
ARTICLE SIX
Miscellaneous Provisions
Section 6.01. Except insofar as herein otherwise expressly provided,
all of the provisions, terms and conditions of the Indenture shall be deemed to
be incorporated in, and made a part of, this Sixth Supplemental Indenture; the
Indenture as supplemented by this Sixth Supplemental Indenture is in all
respects ratified and confirmed; and the Indenture and this Sixth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Certain terms used herein are defined in the Indenture.
45
II-32<PAGE>
Section 6.02. Nothing in this Sixth Supplemental Indenture is
intended, or shall be construed, to give to any person or corporation, other
than the parties hereto and the Holders of the Debentures issued under and
secured by the Indenture and this Sixth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Sixth Supplemental
Indenture, or under any covenant, condition or provision herein contained, all
the covenants, conditions and provisions of this Sixth Supplemental Indenture
being intended to be, and being, for the sole and exclusive benefit of the
parties hereto and of the Holders of the Debentures issued and to be issued
under the Indenture and this Sixth Supplemental Indenture, and secured thereby.
All covenants, promises and agreements in this Sixth Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.
Section 6.03. This Sixth Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one instrument.
Section 6.04. This Sixth Supplemental Indenture, the Indenture and
the Debentures issued thereunder shall each be deemed to be a contract made
under the laws of the State of Ohio, and shall be construed for all purpose in
accordance with the laws of said State.
Section 6.05. If any provision of this Sixth Supplemental Indenture
limits, qualifies or conflicts with a provision which is required to be included
in this Sixth Supplemental Indenture by the Trust Indenture Act of 1939, the
required provision shall control.
46
II-33<PAGE>
Section 6.06. The Debentures constitute senior indebtedness of the
Company superior in right of payment to the Company's subordinated indebtedness.
IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Sixth
Supplemental Indenture to be executed in its corporate name by its President and
its corporate seal to be hereunder affixed and to be attested by its Secretary,
and SOCIETY NATIONAL BANK has caused this Sixth Supplemental Indenture to be
executed in its name by a Vice President and its seal to be hereunto affixed and
to be attested by a Secretary, all as of the day and year first above written.
ALLTEL CORPORATION
By:
Name: Max E. Bobbitt
Title: President
[Seal]
Attest:
By:
Name: Francis X. Frantz
Title: Secretary
47
II-34<PAGE>
SOCIETY NATIONAL BANK
By:
Name: C.M. Nagy
Title: Vice President
[Seal]
Attest:
By:
Name: Karen Joyce
Title: Assistant Secretary
48
II-35<PAGE>
STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Max E. Bobbitt, to me known and known to me to be the President
of ALLTEL CORPORATION, the Corporation that executed the foregoing instrument,
who acknowledged that he did sign and seal said instrument as such officer for
and on behalf of said corporation, and that the same is his free act and deed
as such officer, and the free corporate act and deed of said ALLTEL CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this day of , 1994.
Notary Public
[Notarial Seal]
49
II-36<PAGE>
STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Francis X. Frantz, to me known and known to me to be the
Secretary of ALLTEL CORPORATION, the corporation that executed the foregoing
instrument, who acknowledged that he did sign and seal said instrument as such
officer for and on behalf of said corporation, and that the same is his free
act and deed as such officer, and the free corporate act and deed of said ALLTEL
CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this day of , 1994.
Notary Public
[Notarial Seal]
50
II-37<PAGE>
STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, C.M. Nagy, Vice President, and Karen Joyce, Assistant Secretary
to me known and known to me to be Vice President and Assistant Secretary,
respectfully, of SOCIETY NATIONAL BANK, a national banking association that
executed the foregoing instrument, who severally acknowledged that they did sign
and seal said instrument as such officers for and on behalf of said association,
and that the same is their free act and deed as such officers, and the free
corporate act and deed of said SOCIETY NATIONAL BANK.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this day of , 1994.
Notary Public
[Notarial Seal]
51
II-38
EXHIBIT 4(b)
Form of Fully Registered _____% Debentures
due _____ ,2004
[Form of Face of Security]
No. $
ALLTEL Corporation
_____% Debenture due _____, 2004
ALLTEL Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to , or
registered assigns, the principal sum of DOLLARS on _____,
2004, at the office or agency of the Company in the Borough of Manhattan, City
of New York, State of New York, or at such other location or locations as may be
provided for pursuant to the Indenture, in such coin or currency of the United
States of America which as of the time of payment is legal tender for the
payment of public and private debts, and to pay to the registered holder hereof,
as hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
_____ or _____ next preceding the date of authentication hereof to which
interest has been paid (unless the date of authentication is a _____ or _____
to which interest has been paid, in which case from the date of authentication;
or unless the date of authentication hereof is on or prior to _____, 1994 in
which case from , 1994; or unless the date of authentication hereof
is between the close of business on _____ or _____, as the case may be, and the
following _____, or _____, respectively, in which case from such _____ or _____;
provided, however, that if the Company shall default in payment of the interest
due on such _____ or _____, then from the next preceding _____ or _____, to
which interest has been paid or, if no interest has been paid on the Debentures,
from , 1994) semi-annually on _____ or _____ in each year, until
payment of said principal sum has been made. The interest so payable on any
_____ or _____ will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the _____ or _____, as the case may be, next preceding such _____
or _____ whether or not such _____ or _____ is a business day. If and to the
extent the Company shall default in the payment of the interest on a _____ or
_____, such defaulted interest shall be paid to the persons in whose names the
Debentures are registered on a subsequent record date established by notice
given by mail by or on behalf of the Company to the holders of Debentures not
less than 15 days preceding such subsequent record date, such subsequent record
date not to be less than
52
II-39<PAGE>
five days preceding the date of payment of such defaulted interest. Payment of
interest may be made at the option of the Company by check mailed to the person
entitled thereto.
This Debenture is continued on the reverse hereof, and the additional
provisions there set forth shall for all purposes have the same effect as if
set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.
IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to be
duly executed under its corporate seal.
Dated:
ALLTEL CORPORATION
By:
President
[Corporate Seal]
Attest:
Secretary
53
II-40<PAGE>
Form of Certificate of Authentication
This is one of the Securities referred to in the within- mentioned
Indenture.
SOCIETY NATIONAL BANK,
as Trustee
By:
Authorized Officer
[Form of Reverse of Security]
This _____% Debenture due _____, 2004 is one of a duly authorized issue
of debentures (hereinafter called the "Debentures") of the series hereinafter
specified (all of the debentures, notes or other evidences of indebtedness
issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental
Indenture dated as of October 1, 1993, and a Sixth Supplemental Indenture dated
as of , 1994 (said Indenture, as supplemented herein, referred to as
the "Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made for
a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may as
between different series and within a given series mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Debenture is
one of a series designated as the _____% Debentures due _____, 2004 of the
Company issued in the aggregate principal amount of $250,000,000.
In the case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions
54
II-41<PAGE>
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be rescinded and annulled by the holders of
a majority in aggregate principal amount of the Debentures. It is also provided
in the Indenture that the holders of a majority in aggregate principal amount of
the Debentures at the time may waive, on behalf of the holders of all of the
Debentures, any existing default with respect to the Debentures and its
consequences, except a default in the payment of the principal of or interest
on any of the Securities.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.
Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.
55
II-42<PAGE>
The Debentures may not be redeemed prior to _____, 2004. No Sinking Fund
is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto. Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer, the Company, the
Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent
nor any Debenture registrar shall be affected by any notice to the contrary.
All such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.
No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
All terms used in this Debenture which are defined in the Indenture shall
have the respective meanings ascribed to them therein.
56
II-43<PAGE>
As provided in the Indenture, this Debenture shall for all purposes be
governed by and construed in accordance with the laws of the State of Ohio.
The Debentures constitute senior indebtedness of the Company superior in
right of payment to the Company's subordinated indebtedness.
57
II-44
EXHIBIT 5
March 25, 1994
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
Re: ALLTEL Corporation
Registration Statement Form S-3
$250,000,000 Debt Securities
Dear Sirs:
We have acted as counsel to ALLTEL Corporation, a Delaware Corporation
(hereinafter called the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-3 under the Securities Act of 1933,
as amended (the "Registration Statement"), including the Prospectus which
constitutes a part thereof, relating to the issuance and sale of $250,000,000
principal amount of the Company's Debt Securities (the "Debt Securities").
We are of the opinion that the Debt Securities, when issued and sold in the
manner contemplated by the Registration Statement, will be legally issued, fully
paid, non-assessable, and binding obligations of the Company.
We hereby consent to all references to our firm in the Registration
Statement and to the filing by the Company of a copy of this opinion as Exhibit
5 of the Registration Statement.
Very truly yours,
IVESTER, SKINNER & CAMP, P.A.
58
II-45
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
Pursuant to Section 305(b)(2)
SOCIETY NATIONAL BANK
(Exact name of Trustee as specified in its charter)
National Banking Association 34-0797057
(Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization if not a U.S.
national bank)
127 Public Square, Cleveland, Ohio 44114
(Address of principal executive (Zip Code)
offices)
Clive M. Nagy, 127 Public Square, Cleveland, OH 44114, 216/689-7549
Name, address and telephone number of agent for service)
ALLTEL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Allied Drive
Little Rock, Arkansas 72202
(Address of principal executive (Zip Code)
offices)
Debt Securities in Series
(Title of the Indenture Securities)
59
II-46
<PAGE>
Item 1. General Information
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
No responses are included for Items 3-15 of this Form T-1 because the Obligor
is not in default as provided under Item 13.
Item 16. List of Exhibits
List below all exhibits filed as a part of this statement of
eligibility.
1. Exhibit T1A(a) A copy of the Amended Articles of
Association of Society National Bank
as now in effect.
2. Exhibit T1A(b) Certificate of Authority of Trustee to
Commence Business.
3. Exhibit T1A(c) Authorization of the Trustee to exercise
Corporate Trust Powers.
4. Exhibit T1B A copy of By-Laws of Society National
Bank as now in effect.
5. Exhibit T1C A copy of each Indenture referred to
in Item 4. Not applicable.
6. Exhibit T1D The Trustee's consent required by
Section 321(b) of the Trust Indenture
Act of 1939.
7. Exhibit T1E A copy of the latest report of
condition of the Trustee published
pursuant to law or the requirements
of its supervising or examining
authority.
8. Exhibit T1F A copy of any order pursuant to which
the foreign trustee is authorized to
act as sole trustee under indentures
qualified or to be qualified under the
Act. Not Applicable.
9. Exhibit T1G Foreign trustees are required to
furnish a consent to service of
process (on Form F-X). Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Society National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cleveland, and State of Ohio on
the 23rd day of March, 1994.
SOCIETY NATIONAL BANK
By: /s/ C.M. Nagy
C.M. Nagy
Its: Vice President
[Corporate Seal]
ATTEST:
By: /s/ D. Kovach
D. Kovach
Its: Assistant Secretary
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EXHIBIT T1A(a)
EXHIBIT A
SOCIETY NATIONAL BANK
AMENDED
ARTICLES OF ASSOCIATION
First. The title of this Association shall be Society National Bank.
Second. The main office of this Association shall be in Cleveland,
Ohio, County of Cuyahoga. The general business of this Association shall be
conducted at its main office and its branches.
Third. The Board of Directors of this Association shall consist of
not less than five nor more than twenty-five members, the exact number of
Directors within such minimum and maximum limits to be fixed and determined
from time to time by resolution of a majority of the full Board of Directors
or by resolution of the shareholders at any annual or special meeting thereof.
In accordance with 12 U.S.C. Section 72, each director, during the
full term of his or her directory ship, shall own in his
or her own right either shares of capital
stock of the Association the aggregate par value of which is not less
than $1,000 or an equivalent interest, as determined by the Comptroller
of the Currency, in any company which has control over the Association
within the meaning of 12 U.S.C. Section 1841. Unless otherwise provided
by the laws of the United States, any vacancy in the Board of Directors
for any reason, including an increase in the number thereof, may be filled
by action of the Board of Directors.
Fourth. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the
Board of Directors may designate, on the day of each year specified therefor in
the Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law, and all elections
shall be held according to such lawful regulations as may be prescribed by the
Board of Directors.
Fifth. The amount of authorized capital stock of this Association
shall be One Hundred Ninety-two Million Four Hundred Sixty-two Thousand Five
Hundred Dollars ($192,462,500) divided into 1,924,625 shares of common stock
of the par value of One Hundred Dollars ($100) per share but said capital
stock may be increased or decreased from time to time, in accordance with
the provisions of the laws of the United States.
No holder of shares of capital stock of any class of this Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter authorized,
or to any obligations convertible into stock of this Association, issued or
sold, nor any right of subscription to any thereof other than such, if any, as
the Board of Directors, in its discretion, may from time to time determine and
at such price as the Board of Directors may from time to time fix.
This Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not Subordinated, without the approval of
shareholders.
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<PAGE>
Sixth. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman. The Board of Directors
shall have the power to appoint one or more Vice Presidents and to appoint a
Cashier and such other officers and employees as may be required to transact
the business of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
Seventh. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Cleveland,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.
Eighth. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
Ninth. The Board of Directors of this Association, or any shareholders
owning, in the aggregate, not less than 10 percent (10%) of the stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of time, place,
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association, except as to any shareholder who has
specifically waived notice of such meeting.
Tenth. (a) This Association shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, or employee of this Association, or is or was serving
at the request of this Association as a director, trustee, officer, or employee
of another association, corporation, partnership, joint venture, trust, or other
enterprise; in the case of a person serving at the request of this Association,
such request shall be evidenced by a resolution of the Board of Directors or a
duly-authorized committee thereof or by a writing executed by an officer of this
Association pursuant to a resolution of the Board of Directors or a duly-
uthorized committee thereof. In the case of a merger into this Association of
a constituent association which, if its separate existence had continued, would
have been required to indemnify directors, officers, or employees in specified
situations prior to the merger, any person who served as a director, officer, or
employee of the constituent association, or served at the request of the
constituent association as a director, trustee, officer, or employee of another
association, corporation, partnership, joint venture, trust, or other
enterprise, shall be entitled to indemnification by this Association (as the
surviving association) for acts, omissions, or other events or occurrences prior
to the merger to the same extent he would have been entitled to indemnification
by the constituent association if its separate existence had continued. The
indemnification provided by this
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<PAGE>
TENTH shall not be deemed exclusive of any other rights to which any person
seeking indemnification may be entitled by law or under these Articles or the
Bylaws, or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, or employee and shall inure
to the benefit of the heirs, executors, and administrators of such a person.
(b) Notwithstanding division (a) of this TENTH, no director, officer,
or employee of this Association shall be indemnified against expenses, including
attorney's fees, penalties or other payments incurred in an administrative
proceeding or action instituted by the Comptroller of the Currency or other
appropriate bank regulatory agency when such proceeding or action results in a
final order assessing civil money penalties against, or requiring affirmative
action of, such director, officer, or employee in the form of payments to this
Association.
(c) This Association may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for any person who is or was a director,
officer, employee, or agent of this Association, or is or was serving at the
request of this Association as a director, trustee, officer, employee, or agent
of another association, corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not this
Association would have the power to indemnify him against liability under the
provisions of this TENTH or of the Ohio General Corporation Law; provided,
however, such insurance shall explicitly exclude insurance coverage for a formal
order assessing civil money penalties against a director, officer, or employee
of this Association as a result of an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency. Insurance may be purchased from or maintained with a person
in which this Association has a financial interest.
(d) Expenses (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in division (a) of this
TENTH commenced or threatened against the director for any action or failure to
act as a director shall be paid by this Association, as they are incurred, in
advance of final disposition of the action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the director in which he agrees both (i) to
repay the amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to this Association
or undertaken with reckless disregard for the best interests of this Association
and (ii) to reasonably cooperate with this Association concerning the action,
suit, or proceeding. The provisions of this paragraph shall not apply if the
only liability asserted against the director in such action, suit, or proceeding
is for (i) the payment of a dividend or distribution, or the making of a
distribution of assets to shareholders, or the purchase or redemption of this
Association's own shares, contrary in any such case to law or these Articles of
Association, or (ii) a distribution of assets to shareholders during the winding
up of the affairs of the Association, on dissolution or otherwise, without the
payment of all known obligations of the Association, or without making adequate
provision therefor.
Expenses (including attorney's fees) incurred by a director (to the extent the
expenses are not required to be advanced pursuant to the preceding paragraph),
officer, or employee in defending any action, suit, or proceeding referred to
in division (a) of this TENTH may be paid by this Association, as they are
incurred, in advance of final disposition of the action, suit, or proceeding,
as authorized by the Board of Directors in
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the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, or employee to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by this Association.
(e) Notwithstanding division (d) of this TENTH, expenses, including
attorneys' fees, incurred by a present or former director, officer, or employee
of this Association in defending an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency that seeks a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association, may be paid by this Association as they are
incurred in advance of the final disposition of the action, suit, or proceeding,
only in the event that:
(i) the Board of Directors of this Association, in good faith,
determines in writing that all of the following conditions are
met:
(A) the director, officer, or employee has a substantial
likelihood of prevailing on the merits;
(B) in the event the director, officer, or employee does not
prevail, he will have the financial capability to
reimburse this Association;
(C) all applicable laws and regulations affecting loans to
the director, officer, or employee will be complied with
in the event reimbursement is required;
(D) payment of expenses by this Association will not
adversely affect this Association's safety and
soundness; and
(ii) the director, officer, or employee enters into an agreement with
this Association to repay such amount if:
(A) such administrative proceeding or action instituted by
the Comptroller of the Currency or other appropriate
bank regulatory agency results in a final order
assessing civil money penalties against, or requiring
affirmative action of, such director, officer, or
employee in the form of payments to this Association;
or
(B) the Board of Directors of this Association finds that
the director, officer, or employee willfully
misrepresented factors relevant to the Board of
Directors' determination of conditions (A) or (B) set
forth in (i), above.
If at any time the Board of Directors of this Association
believes that any of the conditions set forth in (i) above are
no longer met, such expenses will no longer be paid by this
Association.
Notwithstanding divisions (a) through (e) of this TENTH, all of the
provisions of this TENTH are subject to the authority of the Office of the
Comptroller of the Currency to direct a modification of a specific
indemnification by a national bank through appropriate administrative action.
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Eleventh. These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
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The following text is extracted from the certificate. A copy of the certificate
is available upon request.
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.,
Whereas, satisfactory evidence has been presented to the
Comptroller of the Currency that "SOCIETY NATIONAL BANK OF
CLEVELAND", located in CLEVELAND, State of OHIO, has complied with all
provisions of the statutes of the United States required to be complied with
before being authorized to commence the business of banking as a National
Banking Association;
Now, therefore, I Ray M. Gidney, Comptroller of the Currency do hereby
certify that the above named association is authorized to commence the business
of banking as a National Banking Association.
In testimony whereof, witness my signature and
seal of office this 27th day of DECEMBER, 1955.
Seal
Charter No. 14761
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The following text is extracted from the certificate. A copy of the certificate
is available upon request.
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.
KNOW ALL MEN BY THESE PRESENTS:
That, First National Bank of Clermont County, Clermont, Ohio, being
merged with and into Society National Bank of Cleveland, Cleveland, Ohio,
effective as of the close of business March 21, 1980, under the charter of
Society National Bank of Cleveland and under the title "Society National Bank";
Now, Therefore, approval and consent are hereby given to the said
receiving association "Society National Bank", to operate the presently existing
branches of Society National Bank of Cleveland.
In Witness Whereof, I have hereunto set my hand
and official seal this 26th day of March, 1980.
Seal John G. Helmann
Comptroller of the Currency
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The following text is extracted from the certificate. A copy of the certificate
is available upon request.
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.
WHEREAS, SOCIETY NATIONAL BANK, located in Cleveland, State of Ohio,
Being a National Banking Association, organized under the statutes of the United
States, has made application for authority to act as fiduciary
AND WHEREAS, applicable provisions of the statutes of the United States
Authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the necessary approval has been
given and that the said association is authorized to act in all fiduciary
capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my
signature and seal of Office this
twenty-first day of March, 1980.
Seal
Charter No. 14761
Comptroller of the Currency
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EXHIBIT T1B
The following Bylaws were adopted by the Board of Directors of Society
National Bank on July 16, 1992.
BYLAWS OF
SOCIETY NATIONAL BANK
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1.Annual Meeting. The annual meeting of shareholders for the election
of Directors, and the transaction of whatever other business may properly come
before the meeting, shall be held at the main office of the Bank, or such other
place authorized by the Board of Directors or the Chairman of the Board, on the
Thursday after the third Wednesday in January of each year, or such other date
authorized by the Board of Directors or the Chairman of the Board. If, for any
cause, the election of Directors is not held on that day, the Board of Directors
shall order the election to be held on some subsequent day, as soon thereafter
as practicable, according to the provisions of law, and notice thereof shall be
given in the manner herein provided for the annual meeting.
Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Chairman of the Board, the President, the Board of Directors,
or by any shareholder or shareholders owning, in the aggregate, not less than
ten percentum (10%) of the stock of the Bank.
Section 3. Notice of Meeting. Unless otherwise provided by law, these Bylaws,
or the Articles of Association, a notice of the time, place, and purpose of
every annual meeting and every special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed not less than ten days nor
more than sixty days prior to the date of such meeting, to each shareholder of
record at such shareholder's address as shown upon the books of the Bank. The
attendance of any shareholder at a shareholder meeting without protesting, prior
to or at the commencement of the meeting, the lack of proper notice, shall be
deemed a waiver by such shareholder of notice of such meeting.
Section 4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing, but no officer or employee of this Bank
may act as a proxy. Proxies shall be valid only for one meeting, to be
specified therein, and any adjournments of such meeting. Proxies shall be dated
and shall be filed in the Bank's records. The person appointed as proxy need
not be a shareholder. Unless the writing appointing a proxy otherwise provides,
the presence at a meeting of the person who appointed a proxy shall not operate
to revoke the appointment. Notice to the Bank,
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in writing or in open meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or authorized by such proxy.
Section 5. Quorum: Adjournment. Except as may otherwise be provided by law,
at any meeting of the shareholders, the holders of shares entitling them to
exercise a majority of the voting power of the Bank present in person or by
proxy shall constitute a quorum for such meeting; provided, however, that no
action required by law to be authorized or taken by a designated proportion of
the shares may be authorized or taken by a lesser proportion; provided, further,
that, if a quorum is not present, the holders of a majority of the voting shares
represented thereat may adjourn such meeting or any adjournment thereof. If any
meeting is adjourned, notice of such adjournment need not be given if the time
and place to which such meeting is adjourned are fixed and announced at such
meeting.
Section 6. Voting Power: Cumulative Voting. In voting on issues at meetings of
shareholders, except on the election of Directors, each shareholder shall be
entitled to one vote for each share of stock held. A majority of votes cast
shall decide each issue submitted to the shareholders at any meeting, except in
cases where by law or by the Articles of Association a larger vote is required.
In all elections of Directors, each shareholder shall have the right to vote the
number of shares owned by such shareholder for as many persons as there are
Directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of Directors multiplied by the number of such
shareholder's shares shall equal, or to distribute them on the same principle
among as many candidates as such shareholder chooses.
Section 7. Record of Shareholders and Votes. At any meeting of the
shareholders, a record showing the names of shareholders present and the number
of shares of stock held by each, the names of shareholders represented by proxy
and the number of shares held by each, and the names of the proxies shall be
made. This record also shall show the number of shares voted on each action
taken, including the number of shares voted for each candidate for the Board of
Directors. This record shall be included in the minute book of the Bank.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Authority. The Board of Directors shall have power to manage and
administer the business and affairs of the Bank. Except as expressly limited by
law, all corporate powers of the Bank shall be vested in and exercised by or
under the authority of the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than five
nor more than twenty-five members; the exact number within such minimum and
maximum limits shall be fixed and determined from time to time by resolution of
the full Board of Directors or by resolution of the shareholders at any meeting
thereof; provided,
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however, that a majority of the full Board of Directors may not increase the
number of Directors to a number which exceeds by more than: (i) two the number
of Directors last fixed and determined by the shareholders where such number was
fifteen or less, or (ii) four the number of Directors last fixed and determined
by the shareholders where such number was sixteen or more.
Section 3. Election of Directors: Vacancies. The Directors shall be elected
at each annual meeting of shareholders or at a special meeting called for the
purpose of electing Directors. Any vacancy or vacancies occurring in the Board
of Directors, including vacancies created by an increase in the numbers of
Directors, shall be filled by appointment by the remaining Directors at any
regular or special meeting of the Board, and any Director or Directors so
appointed shall hold office until the next election. Each person elected or
appointed a Director must take the oath of such office in the form prescribed by
the Comptroller of the Currency. No person elected or appointed a Director
shall exercise the functions of such office until he has taken such oath. The
Bank shall transmit evidence of such oath or oaths to the Comptroller of the
Currency.
Section 4. Term of Office: Resignations. Directors shall hold office until
the next annual meeting of shareholders or until their successors are elected
and have qualified, or until their earlier resignation, removal from office, or
death. Any Director may resign at any time by oral statement to that effect
made at a meeting of the Board of Directors, or in a writing to that effect
delivered to the Secretary or an Assistant Secretary of the Bank; such
resignation shall take effect immediately or at such other time as the Director
may specify at such meeting or in such writing. At a meeting of shareholders
called expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. If permitted by
law, the majority of the Board of Directors may remove a director for cause.
Section 5. Organization Meeting. Following the annual meeting of shareholders,
the Directors-elect shall hold an organization meeting for the purpose of
appointing officers and transacting such other business as properly may come
before the meeting. Such organization meeting shall be held on the day of the
election or as soon thereafter as practicable and, in any event, within thirty
days thereof. Notice of such meeting need not be given if held on the day of
the election.
Section 6. Regular Meetings. Regular meetings of the Board of Directors shall
be held, without notice, on the Thursday after the third Wednesday of each
month, at the main office of the Bank or at such other times and places
authorized by the Board of Directors, the Chairman of the Board, or in such
person's absence, a Vice Chairman of the Board. When any regular meeting of
the Board falls upon a holiday, the meeting shall be held on the next banking
business day unless the Board shall designate some other day.
Section 7. Special Meetings. Special meetings of the Board of Directors may be
called
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by the Chairman of the Board, by the President, or at the request of three or
more Directors. Notice of special meetings, stating the time and place thereof,
and whether telephone or similar communications equipment will be utilized,
shall be given in person or by mailing, telephoning, or telegraphing such notice
at least 24 hours prior to the meeting; provided, however, that attendance of
any Director at such meeting without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed a waiver by such
Director of notice of such meeting. Notice of a meeting may be waived in
writing or by telegram either before or after such meeting. Unless otherwise
indicated in the notice of the meeting, any business may be transacted at such
meeting.
Section 8. Quorum: Adjournment. A quorum of the Board of Directors shall
consist of a majority of the Directors then in office; provided that a majority
of the Directors then present at a meeting duly held, whether or not a quorum is
present, may adjourn such meeting from time to time. If any meeting is
adjourned, notice of such adjournment need not be given if the time and place
to which such meeting is adjourned are fixed and announced at such meeting. At
each meeting of the Board of Directors at which a quorum is present, all issues
shall be determined by a majority vote of those present except as otherwise
expressly provided in these Bylaws or by law. A Director cannot vote or
otherwise act by proxy at a meeting of the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of Directors shall
elect or appoint a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, and such other officers as the Board may deem
necessary. The Chairman of the Board and the President shall be members of the
Board of Directors. The Board of Directors may delegate the authority to
appoint and dismiss officers to officers of the Bank or to a committee composed
of such officers. Any two or more offices may be held by the same person, but
no officer shall execute, acknowledge, or verify any instrument in more than one
capacity if the instrument is required to be executed, acknowledged, or verified
by two or more officers. The Board of Directors shall approve the compensation
of officers, except that the Board of Directors may delegate to a committee of
the Board of Directors, or to officers of the Bank, authority for approving
officers' compensation.
Section 2. Term of Office: Vacancies. The officers of the Bank shall hold
office until their successors are elected or appointed and qualified, except in
the case of resignation, dismissal or removal from office, or death. The Board
of Directors may dismiss or remove any officer at any time, with or without
cause, by a majority vote of the Directors then in office, without prejudice to
the contract rights of such officer; an election or appointment of an officer
shall not of itself create any contract rights. Any vacancy in any office may
be filled in the manner provided herein for the election or appointment of
office. The Board of Directors is not required to annually elect or
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appoint officers.
Section 3. Chairman of the Board. The Chairman of the Board shall preside at
all meetings of shareholders and the Board of Directors. He also shall serve
the Bank in such capacity and perform such other duties as may be assigned to
him, from time to time, by the Board of Directors. In the absence of, or at
the direction of, the Chairman of the Board, the President, or such other
Director designated by the Chairman of the Board, shall preside at a meeting of
the shareholders or the Board of Directors, as the case maybe.
Section 4. President. The President shall have general executive powers over
the management and business of the Bank, subject to the direction of the Board
of Directors and the Chairman of the Board.
Section 5. Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors or as otherwise
provided for herein; the Board of Directors may authorize one of the Vice
Presidents to perform the duties of the President in the President's absence or
if the President is unable to act.
Section 6. Secretary. The Board of Directors shall appoint a Secretary or
other designated officer (who, in the absence of a Cashier, shall have all the
powers and duties of a Cashier) who shall be Secretary of the Board and of the
Bank. The Secretary shall give or provide for giving of all notices required by
law or these Bylaws to be given, shall be custodian of the corporate seal,
records, documents, and papers of the Bank, shall keep accurate minutes of all
meetings covered by these Bylaws, and shall perform such other duties as may be
assigned from time to time by the Board of Directors.
Section 7. Other Officers. Other officers shall have such powers and duties as
may be assigned by the Board of Directors.
Section 8. Delegation of Duties. The Board of Directors is authorized to
delegate the assignment of the duties of any officer, to control the action of
the officers, and to require the performance of duties in addition to those
mentioned herein, to any other officer.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint an
Executive Committee which shall consist of the Chairman of the Board, the
President, and not less than three other Directors. Each member of the Board of
Directors who is not a member of the Committee shall be an alternate and, at the
request of the officer who is to preside at the meeting, may serve in the place
of any regular member who is unable to attend a committee meeting for any
reason. The Chairman of the Board
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shall preside at all meetings of the Committee; if such officer is absent, a
Vice Chairman shall preside. If none of these officers is available, the
President shall preside. If none of the foregoing persons is available, the
non-officer Director members of the Executive Committee shall select a Director,
who need not be an officer, to preside.
Section 2. Powers of Executive Committee. The Executive Committee shall have
and may exercise, as far as permitted by law, all the powers and authority of
the Board of Directors and other committees of the Board of Directors between
meetings of such Board or such committees. At each meeting of the Board of
Directors, the minutes of all previous meetings of the Executive Committee not
theretofore submitted to the Board shall be presented for review and
ratification by the Board. Any action of the Board disapproving any prior
action of the Executive Committee shall not affect the rights of third parties
dealing with the Bank, if such rights have attached by virtue of action of the
Executive Committee within the scope of the corporate powers of the Bank.
Section 3. Other Committees. The Board of Directors may, by resolutions
adopted by a majority of the full Board, establish one or more other committees;
each committee shall consist of two or more members of the Board of Directors
which, to the extent provided in such resolution or resolutions or in these
Bylaws, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Bank and may have the power to
authorize the seal of the Bank to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by
the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may serve in the place of
any regular member who is unable to attend a committee meeting for any reason.
Each committee shall keep regular minutes of its meetings and present such
minutes for review to the Board of Directors.
Section 4. Notice of Meetings. Meetings of the Board committees shall be held
at the principal office of the Bank in the City of Cleveland, or at such other
place as may be designated in the notice of the meeting at any time upon call by
the Chairman of the Board, the Vice Chairman of the Board, the President, or the
Chairman of the Committee. Notice of each such meeting shall be given to each
member of the Committee in person or by mailing, telephoning, or telegraphing
such notice at least 24 hours prior to the meeting; provided, however, that
attendance by any Director at such meeting, without protesting prior to or at
the commencement of such meeting, the lack of proper notice shall be deemed a
waiver by such Director of the notice of such meeting. Notice of the meeting
may be waived in writing or by telegram by any member either before or after
such meeting. Unless otherwise indicated in the notice of the meeting, any
business may be transacted at such meeting.
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ARTICLE V
TRUSTS
Section 1. Trust Department. There shall be a department of the Bank known as
the Trust Department or similar name which shall perform the fiduciary
responsibilities of the Bank.
Section 2. Trust Department Files. There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.
Section 3. Trust Investments. Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the Bank
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
ARTICLE VI
RECORD DATES
The Board of Directors may fix, or authorize the Chairman of the Board or the
President to fix, a record date for any lawful purpose. The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of or to vote at a meeting of shareholders shall continue to be the
record date for all adjournments of such meeting. The Board of Directors may
close the share transfer books against transfer of shares during the whole or
any part of the period provided for in this Article, including the date of the
meeting of shareholders and the period ending with the date, if any, to which
the meeting is adjourned.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Each holder of shares shall
be entitled to one or more certificates signed by the Chairman of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary.
The signature of any of such officers of the Bank may be a facsimile, engraved,
stamped, or printed. In case any such officer whose legal or facsimile
signature has been placed upon such certificate ceases to be such officer before
the certificate is delivered, such certificate nevertheless shall be effective
in all respects when delivered.
Section 2. Transfer of Shares. Shares of the Bank shall be transferable upon
the books of the Bank by the holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
such signatures to such certificates and power of transfer as the Bank or its
agents may reasonably require.
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Section 3. Corporate Seal. The following is an impression of the seal adopted
by the Board of Directors of the Bank.
(to be inserted)
Any officer shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same. Failure to affix the seal to any
instrument executed on behalf of the Bank shall not affect the validity of such
instrument unless such action is required by law.
ARTICLE VIII
BANKING HOURS
The main office and branch offices of the Bank shall be open for business upon
such days of the year and for such hours as the Board of Directors or the
officers of the Bank may from time to time determine.
ARTICLE IX
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Bank shall be the calendar
year.
Section 2. Definitions. The word "person" wherever used in these Bylaws shall
be taken to mean and include individuals, partnerships, associations, and
corporations when the text so requires. "Vice President", as used in these
Bylaws, shall include Vice Chairman and such titles as Senior Executive Vice
President, Executive Vice President, and Senior Vice President. Words of the
singular number shall be taken to include the plural and those of the plural
number shall be taken to include the singular whenever appropriate. Nouns and
pronouns of the masculine gender shall include the feminine whenever
appropriate.
Section 3. Execution of Instruments. The Chief Executive Officer may from time
to time prescribe in writing the authority of the officers, employees, and
agents of the Bank with respect to the making, execution, and delivery in the
name and on behalf of the Bank of documents and instruments in writing necessary
to the transaction of its business, whether in a fiduciary capacity or
otherwise, and with respect to the approval orally, or by conduct other than
signing of agreements, of transactions in the
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name and on behalf of the Bank necessary to the carrying out of the business of
the Bank; provided, however, that if the Chief Executive Officer fails to take
such action, the Board of Directors shall, by resolution, establish such
authorities in writing. Where any such resolution or any such writing has been
certified by the Secretary or an Assistant Secretary as to its full force and
effect, any instrument executed or transaction effected in conformity with such
resolution or such writing may be relied upon by any person. Authority granted
to officers, employees, and agents of the Bank, pursuant to this Section 3 shall
apply to all documents, instruments, and conduct relating to any entity for
which the Bank is successor in interest, whether by merger or otherwise.
Section 4. Use of Communications Equipment at Meetings. Members of the Board
of Directors may participate in regular or special meetings of the Board of
Directors, and members of committees appointed by the Board of Directors may
participate in regular or special meetings of those committees, through use of
conference telephone or similar communications equipment, as long as all members
participating in such meeting can hear one another.
Section 5. Action Without a Meeting. Any action which may be taken at a
meeting of the Bank's shareholders, Board of Directors, or committee of the
Board of Directors, may be taken without a meeting by the unanimous vote of
approval of, and in a writing or writings signed by, all of the Bank's
shareholders, Directors, or committee members, respectively, entitled to notice
of such meeting; such writing or writings shall be included in the minute book
of the Bank.
Section 6. Waivers of Notice. Any shareholder or Director may waive the giving
of any notice required to be given to him under these Bylaws.
Section 7. Telegram. Any action required or permitted to be taken hereunder by
telegram may be taken by telex, fax, or similar communication equipment.
Section 8. Records. The Articles of Association, these Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
committees of the Board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
an Assistant Secretary, or other officer appointed to act as secretary of the
meeting.
Section 9. Interest Rates and Assessments and Loans. The Bank may assess and
collect from borrowers interest at any rate agreed upon by the Bank and the
borrower as specified in the loan agreement. In addition to such interest, the
Bank may assess and collect any dues, fines, premiums, or other assessments on
loans made in such amount as may be agreed upon in the loan agreement,
including, but not limited to, the following: origination fees; guarantee fees
or charges for any insurance protecting a creditor against a borrower's default
or other credit loss; late, default, or delinquency charges; deferment charges;
annual or other periodic membership fees; charges for returned checks and other
forms of payment; overlimit charges; cash advance fees; stop
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payment fees; ATM, electronic, or similar interchange access fees; transaction
fees; currency conversion charges; fees for replacement of credit cards, access
checks, or other access devices; minimum charges; research charges; charges for
providing documentation or other evidence; credit, property, or other types of
insurance premiums, including premiums for insurance in lieu of perfecting a
security interest; collection costs; court costs; attorney's fees; applications
fees; credit report fees; investigation fees; commitment fees; finder's fees;
broker fees; assumption fees; processing fees; credit report fees; investigation
fees; points; survey and appraisal fees; title examination and report fees;
title insurance premiums; abstract of title fees; escrow fees; trustee fees;
official fees and taxes; filing and recording fees; fees for taking or releasing
a security interest; document preparation and notarization fees; prepayment
fees.
ARTICLE X
AMENDMENTS
These Bylaws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the whole number
of the Directors.
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The following text is extracted from the certificate. A copy of the certificate
is available upon request.
BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM
Washington, D.C. December 17, 1958
Pursuant to authority rested in the Board of Governors of the Federal
Reserve System by the Act of Congress approved December 23, 1913, known as the
Federal Reserve Act, as amended, Society National Bank of Cleveland, Cleveland,
Ohio, has been granted the right to act, when not in contravention of State or
Local law as Trustee, Executor, Administrator, Registrar of stocks and bonds,
Guardian of estates, Assignee, Receiver, Committee of estates of lunatics; or
in any other fiduciary capacity, in which State banks, trust companies, or other
corporations which come into competition with national banks are permitted to
act under the laws of the State of Ohio. The exercise of such rights shall be
subject to regulations prescribed by the Board of Governors of the Federal
Reserve System.
Board of Governors of the Federal Reserve System
Attest: By:
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EXHIBIT T1D
Consent for Records of Governmental Agencies
to be Made Available to the Commission
The undersigned, Society National Bank, of Cleveland, Ohio pursuant to
Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the Board
of Governors of the Federal Reserve System, the Federal Reserve Banks, the
Treasury Department, the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, under such conditions as they may prescribe, to make
available to the Commission such reports, records, or other information as they
may have available with respect to the undersigned as a prospective trustee
under an indenture to be qualified under the aforesaid Trust Indenture Act of
1939 and to make through their examiners or other employees for the use of the
Commission, examinations of the undersigned prospective Trustee.
The undersigned also, pursuant to Section 321(b) of said Trust Indenture
Act of 1939, consents that reports of examination by the Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Commission upon request therefor.
Dated this 23rd day of March, 1994.
SOCIETY NATIONAL BANK
By: /s/ C.M. Nagy
C. M. Nagy, Vice President
[Corporate Seal]
ATTEST:
/s/ D. Kovach
D. Kovach, Assistant Secretary
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EXHIBIT T1E
<TABLE>
<CAPTION>
Legal Title of Bank: Society National Bank Call Date: 12/31/93 ST-BK: 39-1495 FFIEC 031
Address: 127 Public Square Page RC-1
City, State Zip: Cleveland, OH 44114-1306
FDIC Certificate No.: 1 7 5 3 4
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1993
All schedules are to be reported in thousands of dollars.
Unless otherwise indicated,report the amount outstanding as of the
last business day of the quarter.
Schedule RC--Balance Sheet
Dollar Amounts in Thousands RCFD Bil Mil Thou
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . . . . . . . . .0081 1,170,605 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . . . . . . . .0071 147 1.b.
2. Securities (from Schedule RC-B) . . . . . . . . . . . . . . . . . . . . . . . . . . . .0390 4,697,949 2.
3. Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0276 199,485 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . .0277 228,652 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C). . . . . . . . . . . . . . . . . RCFD 2122 14,856,796 4.a.
b. LESS: Allowance for loan and lease losses. . . . . . RCFD 3123 407,938 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . RCFD 3128 0 4.c
d. Loans and leases, net of unearned income
allowance, and reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . . . .2125 14,448,858 4.d
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .2146 35,462 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . . . . . . . . .2145 333,562 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . .2150 36,419 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2130 0 8.
9. Customers' liability to this bank on acceptances outstanding. . . . . . . . . . . . . 2155 9,218 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . . .2143 109,209 10.
11. Other assets (from schedule RC-F) . . . . . . . . . . . . . . . . . . . . . . . . . . .2160 538,631 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . . . . . . .2170 21,808,197 12.
_________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
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EXHIBIT T1E
<TABLE>
<CAPTION>
Legal Title of Bank: Society National Bank Call Date: 12/31/93 ST-BK: 39-1495 FFIEC
031
Address: 127 Public Square Page RC-1
City, State Zip: Cleveland, OH 44114-1306
FDIC Certificate No.: 1 7 5 3 4
Schedule RC-- Continued
Dollar Amounts in Thousands RCFD Bill Mil Thou
LIABILITIES
<S> <C> <C> <C>
13. Deposits
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 2200 13,710,001 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . RCON 6631 3,370,845 13.a(1)
(2) Interest-bearing. . . . . . . . . . . . . . RCON 6636 10,339,156 13.a(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 2200 2,495,533 13.b.
(1) Noninterest-bearing . . . . . . . . . . . . RCFN 6631 0 13.b(1)
(2) Interest-bearing. . . . . . . . . . . . . . RCFN 6636 2,495,533 13.b(2)
14. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 0278 1,760,997 14.a.
b. Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . RCFD 0279 393,857 14.b.
15. Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . . . . . . . . . RCON 2840 405,000 15.
16. Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2850 802,185 16.
17. Mortgage indebtedness and obligations under capitalized leases. . . . . . . . . . RCFD 2910 10,399 17.
18. Bank's liability on acceptances executed and outstanding. . . . . . . . . . . . . RCFD 2920 9,218 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3200 398,646 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . . . . . RCFD 2930 344,425 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . . . . . RCFD 2948 20,330,261 21.
22. Limited-life preferred stock and related surplus. . . . . . . . . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . RCFD 3838 0 23.
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 206,863 24.
25. Surplus (exclude all surplus related to preferred stock). . . . . . . . . . . . . RCFD 3839 707,165 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . . RCFD 3632 563,908 26.a.
b. LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . RCFD 0297 0 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . . . . RCFD 3284 1,477,936 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items
21, 22, and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3300 21,808,197 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external . . . . . . . . . . . . .
Number
auditors as of any date during 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
</TABLE>
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1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm
which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
_______________
(1) Includes total demand deposits and noninterest-bearing and savings
deposits.
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