As filed with the Securities and Exchange Commission on March 18, 1994
Registration No.
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per unit offering price fee
Debt Securities... $250,000,000 100%* $250,000,000* $86,206.90
=============================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
=============================================================================
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 Pages Inside Front Cover Page of
of Prospectus Prospectus, and Not Applicable
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
<PAGE>
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.
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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.
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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
Fees and Expenses of Trustee
Printing and Engraving
Blue Sky Fees and Expenses
Accountants' Fees and Miscellaneous Expenses
Total
Item 15. Indemnification of Directors and Officers.
Article VII of the Amended and Restated Certificate
of Incorporation of ALLTEL (the "Certificate") provides
for the indemnification of directors, officers, agents, and
employees for expenses incurred by them and judgments
rendered against them in actions, suits or proceedings in
relation to certain matters brought against them as such
directors, officers, agents, and employees, respectively. In
accordance with Section 145 of the Delaware General
Corporation Law, Article VII of the Certificate requires
ALLTEL to advance expenses incurred by a director in a
legal proceeding prior to final disposition of the proceeding.
In addition, as permitted under the Delaware General
Corporation Law, ALLTEL has entered into indemnity
agreements with its directors and officers. Under the
indemnity agreements, ALLTEL will indemnify its directors
and officers to the fullest extent permitted or authorized by
the Delaware General Corporation Law, as it may from
time to time be amended, or by any other statutory
provisions authorizing or permitting such indemnification.
Under the terms of ALLTEL's directors and officers
liability and company reimbursement insurance policy,
directors and officers of ALLTEL are insured against
certain liabilities, including liabilities arising under the
Securities Act of 1933. ALLTEL will indemnify such
directors and officers under the indemnity agreements from
all losses arising out of claims made against them, except
those based upon illegal personal profit, recovery of
short-swing profits, or dishonesty; provided, however, that
ALLTEL's obligations will be satisfied to the extent of any
reimbursement under such insurance.
The Delaware General Corporation Law permits a
Delaware corporation to indemnify directors, officers,
employees, and agents under some circumstances, and
mandates indemnification under certain limited
circumstances. The Delaware General Corporation Law
permits a corporation to indemnify a director, officer,
employee, or agent for fines, judgments or amounts paid in
settlement, as well as expenses in the context of actions
other than derivative actions, if such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.
Indemnification against expenses incurred by a director,
officer, employee or agent in connection with his defense of
a proceeding against such person for actions in such
capacity is mandatory to the extent that such person has
been successful on the merits. If a director, officer,
employee, or agent is determined to be liable to the
corporation, indemnification for expenses is not allowable,
subject to limited exceptions where a court deems the award
of expenses appropriate. The Delaware General Corporation
Law grants express power to a Delaware corporation to
purchase liability insurance for its directors, officers,
employees, and agents, regardless of whether any such
person is otherwise eligible
II-1
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<PAGE>
for indemnification by the corporation. Advancement of
expenses is permitted, but a person receiving such advances
must repay those expenses if it is ultimately determined that
he is not entitled to indemnification.
The Certificate provides for indemnification to the
fullest extent permitted by the Delaware General
Corporation Law, as amended from time to time. Under the
Certificate, any expansion of the protection afforded
directors, officers, employees, or agents by the Delaware
General Corporation Law will automatically extend to
ALLTEL's directors, officers, employees, or agents, as the
case may be.
Any underwriters or agents referred to in the
agreement filed as Exhibit 1 to this registration statement
will agree to indemnify the Registrant's directors, its
officers who signed the registration statement, and its
controlling persons against certain liabilities that might arise
under the Securities Act of 1933 from information furnished
to the Registrant by or on behalf of any such indemnifying
party.
Item 16. Exhibits.
1* - Form of Underwriting Agreement.
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 March1, 1987
(incorporated by reference to Registrant's Current
Report on Form 8-K Report 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,
(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.
4(b)* - Form of Security. The form or forms of
Security with respect to each particular series of
Securities registered hereunder that 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.
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.
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.
* To be filed by amendment.
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<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the Securities, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by section
10(a) (3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or
any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the Securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability
under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the
Registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of
this registration statement as of the time it was
declared effective.
(6) That, for the purpose of determining any
liability under the Securities Act of 1933, each
post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) To file an application for the purpose of
determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture
Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under
section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the
successful
II-3
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<PAGE>
defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person
in connection with the Securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
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<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
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 18th of March,
1994.
ALLTEL CORPORATION
By MAX E. BOBBITT
(Max E.Bobbitt, President)
Pursuant to the requirements of the Securities Act
of 1933, this 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
(Joe T. Ford) Director
(Principal Executive Officer)
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 18, 1994
(W. W. Johnson)
*EMON A. MAHONY, JR. Director
(Emon A. Mahony, Jr.)
*GEORGE C. MCCONNAUGHEY Director
(George C. McConnaughey)
II-5
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<PAGE>
Signature Title Date
*WALTER G. OLSON Director
(Walter G. Olson)
*PHILIP F. SEARLE Director
(Philip F. Searle)
*JOHN E. STEURI Director March 18,1994
(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 MAX E. BOBBITT March 18, 1994
(Max E. Bobbitt, Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Official Supplemental
Exhibit Page
No. Description No.
1 - Form of Underwriting Agreement(2)
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 (2).
4(b) - Form of Security (2). The form or
forms of Security with respect
to each particular series of Securities registered
hereunder that 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, Skinnner & Camp,
as to the legality of the Securities to
be issued(2).
23(a) - Consent of Arthur Andersen & Co., Independent
Public Accountants(1). II-8
23(b) - Consent of Counsel is contained in
Opinion of Counsel filed as Exhibit 5(2).
24(a) - Powers of Attorney(1). II-9
24(b) - Resolutions of Board of Directors(1). II-23
25 Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act
of 1939 of Society National Bank (2).
(1) Filed herewith.
(2) To be filed by Amendment.
II-7
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<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement
of our reports dated January 27, 1994, included or
incorporated by reference in ALLTEL Corporation's Form
10-K for the year ended December 31, 1993, and to all
references to our Firm included in this registration
statement.
ARTHUR ANDERSEN & CO.
Little Rock, Arkansas
March 17, 1994
II-8
17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
II-9
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
II-10
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Tom T.Orsini
Name: Tom T. Orsini
II-11
20
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Ben W. Agee
Name: Ben W. Agee
II-12
21
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Alfred E. Campdon
Name: Alfred E. Campdon
II-13
22
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ W. W. Johnson
Name: W. W. Johnson
II-14
23
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Emon A. Mahony, Jr.
Name: Emon A. Mahony, Jr.
II-15
24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ George C. McConnaughey
Name: George C. McConnaughey
II-16
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Walter G. Olson
Name: Walter G. Olson
II-17
26
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Philip F. Searle
Name: Philip F. Searle
II-18
27
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ John E. Steuri
Name: John E. Steuri
II-19
28
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the
undersigned, a Director or Officer, or both, of ALLTEL Corporation (the
"Corporation"), acting pursuant to authorization of the Board of Directors
of the Corporation, hereby appoints Joe T. Ford, Max E. Bobbitt, Tom
T. Orsini, and Francis X. Frantz, or any of them, attorneys-in-fact and
agents for me and in my name and on my behalf, individually and as a
Director or Officer, or both, of the Corporation, to sign a Registration
Statement on Form S-3, and any amendments (including post effective
amendments) and supplements thereto, of the Corporation to be filed with
the Securities and Exchange Commission pursuant to any applicable Rule
under the Securities Act of 1933, as amended (the "Act"), including,
without limitation, Rule 415, with respect to the issue and sale of not
more than $250,000,000 in aggregate principal amount of debt securities
of the Corporation, the underwriting of which may, but need not, be
managed by Stephens, Inc., and generally to do and perform all things
necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March, 1994.
Signed: /s/ William H. Zimmer, Jr.
Name: William H. Zimmer, Jr.
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ALLTEL CORPORATION
Resolutions of the Board of Directors
March 16, 1994
Re: ALLTEL Corporation - $250,000,000
Maximum Amount Debt Financing
RESOLVED, that, the Corporation be, and it hereby is, authorized,
subject to the limitations set forth below, to create, issue, and sell,
pursuant to the Indenture entered into between the Corporation and
Ameritrust Company National Association, Trustee, dated as of January
1, 1987, as amended and supplemented to date (the "Indenture"), one or
more additional series of promissory notes or debentures ("Securities"),
to be issued in the maximum aggregate principal amount not exceeding
$250,000,000, at such times, in such forms, and in such principal
amounts, to be for such terms, to be payable on such dates, to bear
interest at such rates per annum and payable at such times, and to have
such other terms, provisions, and conditions, as may be determined and
approved by the Chairman and Chief Executive Officer or the President
of the Corporation, in the manner provided below.
RESOLVED FURTHER, that, subject to the foregoing limitations, the
following terms, provisions, and conditions respecting the Securities may
be determined and approved by the concurrence of the Chairman and
Chief Executive Officer or the President of the Corporation: (i) the types
of Securities to be issued and the titles thereof, (ii) the times as of which
each series of Securities shall be issued, (iii) the aggregate principal
amount of each series of Securities to be issued, (iv) the price at which
each series of Securities are to be sold and the amount of any discounts
to be given or commissions to be paid to underwriters or agents in
conjunction therewith, (v) the length of the original term of each series of
Securities and the length of any mandatory or permissive extension of
such terms, (vi) the times at which the principal amount of each series of
Securities shall be payable, (vii) the rate of interest or the manner of
determining the rate of interest to be borne by each series of Securities to
be issued and the times at which such interest shall be payable, (viii) the
sinking fund requirements (if any) relating to each series of Securities and
the related redemption prices, (ix) the times at and conditions (if any)
pursuant to which the Corporation shall be permitted or shall be required
to redeem all or a portion of each series of Securities and the prices to be
paid therefor, and (x) any financial covenants to be imposed upon the
Corporation or its subsidiaries that are not contained in the Indenture.
RESOLVED FURTHER, that the officers of the Corporation be, and each
of them hereby is, authorized and directed, for and on behalf of the
Corporation, to prepare and file with the Securities and Exchange
Commission (the "SEC"), pursuant to the Securities Act of 1933, as
amended (the "Act"), and any applicable Rule thereunder including,
without limitation, Rule 415, one or more registration statements on Form
S-3 or such other form or forms as may be applicable, and to do or cause
to be done
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<PAGE>
all acts and things necessary or advisable to effect registration under the
Act of up to $250,000,000 aggregate principal amount of the Securities
and to effect the qualification of the Indenture, including any proposed
supplemental indenture(s) thereto, under the Trust Indenture Act of 1939,
as amended.
RESOLVED FURTHER, that the Chairman and Chief Executive Officer,
the President, any Senior Vice President, the Secretary, any Assistant
Secretary, and each other officer and director of the Corporation who may
be required to execute those registration statements or any amendments
thereto, be, and each of them hereby is, authorized and directed to execute
a power-of-attorney authorizing Joe T. Ford, Max E. Bobbitt, Tom T.
Orsini, and Francis X. Frantz, or any of them, as the Corporation's true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to execute, in the name, place, and stead of the
Corporation, the foregoing registration statement, any amendments
thereto, and all instruments necessary or appropriate in connection
therewith, and to file any such power-of-attorney with the SEC; and that
the acts of such attorneys, or any such substitutes, be, and they hereby
are, authorized and approved.
RESOLVED FURTHER, that the appropriate officers of the Corporation
be, and each of them hereby is, authorized and directed, for and on behalf
of the Corporation, to take any and all action necessary or appropriate to
effect the registration or qualification (or exemption therefrom) of the
Securities under the Blue Sky or securities laws of any State of the United
States, any district or territory of the United States, and any foreign
nation in which the offering is to be made and, in connection therewith,
to execute, acknowledge, verify, deliver, file, or cause to be published
any applications, reports, consents to service of process, and other
documents that may be required under such laws, and to take any and all
further actions necessary or appropriate in order to maintain any such
registration, qualification, or exemption for as long as may be necessary
or required by law.
RESOLVED FURTHER, that if in any such State, district, territory, or
foreign nation a prescribed form of resolution is required for an
application or other instrument filed for the purpose of registering,
qualifying, or obtaining an exemption for the Securities, and if the
appropriate officers of the Corporation determine to make application for
the registration, qualification, or exemption in such State, district,
territory, or foreign nation of the Securities, each such resolution shall be
deemed to have been, and hereby is, adopted at this meeting, and the
Secretary or an Assistant Secretary of the Corporation is hereby
authorized to certify the adoption of any such resolution to be inserted in
the minute book of the Corporation on pages next following these
resolutions and initialed by the Secretary or an Assistant Secretary of the
Corporation.
RESOLVED FURTHER, that the Corporation be, and it hereby is,
authorized to sell all or a portion of the Securities to or through one or
more underwriters selected by the Chairman of the Board and Chief
Executive Officer or the President of the Corporation, or to sell all or a
portion of the Securities directly to other purchasers or through agents,
with all such sales to be made pursuant to one or more underwriting,
purchase, or agency agreements.
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<PAGE>
RESOLVED FURTHER, that any and all Supplemental Indentures to the
Indenture, providing for the issuance of the Securities on the terms
provided for herein, be, and they hereby are, authorized and approved;
that the Chairman and Chief Executive Officer, the President, any Senior
Vice President, the Secretary or any Assistant Secretary, and the
Treasurer of the Corporation be, and each of them hereby is, authorized
and directed to execute and deliver any such Supplemental Indenture in the
name and on behalf of the Corporation; and that the officers of the
Corporation, or any of them, be, and they hereby are, authorized and
directed, for and on behalf of the Corporation, to take all such action, and
to execute and deliver all such documents, as they may deem necessary
or appropriate to carry into effect the terms and provisions of any such
Supplemental Indenture.
RESOLVED FURTHER, that, in accordance with the provisions of the
Indenture, the Chairman and Chief Executive Officer or the President and
the Secretary, any Assistant Secretary, or the Treasurer of the Corporation
be, and they hereby are, authorized and directed, for and on behalf of the
Corporation, to execute, in person or by facsimile signature, the Securities
as registered debentures, either in denominations of $1,000 or any integral
multiple thereof and to have the corporate seal of the Corporation affixed
to the Securities; that the officers of the Corporation, or any of them, be,
and they hereby are, authorized and empowered, for and on behalf of the
Corporation, to deliver the Securities to the Trustee for authentication; and
that the Trustee be, and it hereby is, authorized and requested to
authenticate the Securities so executed and to deliver them on the written
order of the Corporation.
RESOLVED FURTHER, that Society National Bank (formerly,
Ameritrust Company National Association), Cleveland, Ohio, Trustee
under the Indenture, and indentures supplemental thereto, including any
and all Supplemental Indentures, be, and it hereby is, appointed the agent
of the Corporation to keep books for the registration and transfer of
ownership of the Securities issued by the Corporation, when and as they
shall be presented to the agent for that purpose; and that Society National
Bank be, and it hereby is, appointed the agent of the Corporation to pay
the interest due and to become due on the Securities issued by the
Corporation and the principal amount thereof either at maturity of those
Securities or upon the prepayment thereof prior to maturity.
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