PROSPECTUS
1,200,000 Shares
ALLTEL Corporation
Common Stock
All of the 1,200,000 shares of common stock, $1 par value ("Common
Stock"), offered hereby are being sold for the account of John J. Whitehead,
200 Ashford Center North, Atlanta, Georgia 30338 (the "Selling
Shareholder"). See "Selling Shareholder." The Company will not receive any
of the proceeds from the sale of the shares of Common Stock offered hereby.
The closing price per share of the Company's Common Stock on the New
York Stock Exchange on June 14, 1994 was $26.13.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The shares of Common Stock offered by this Prospectus are being offered
and sold by the Selling Shareholder in one or more open market transactions
on the New York Stock Exchange, in privately negotiated transactions or in a
combination thereof, at the maximum price obtainable by the Selling
Shareholder.
June 15, 1994
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, with
respect to the shares being offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement and to the exhibits filed as a part thereof.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and, in each instance, reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, including exhibits and schedules thereto. The
Registration Statement may be inspected without charge at the Commission's
principal offices in Washington, D.C. Copies of the Registration Statement,
or any part thereof, may be obtained from the Commission's principal offices
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
Commission's following Regional Offices: 500 West Madison Street, Suite
1400, Chicago, Illinois, 60661; and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the New York Stock Exchange and the Pacific Stock
Exchange. Reports, proxy statements and other information is filed with, and
may be inspected at, such exchanges.
DOCUMENTS INCORPORATED BY REFERENCE
The Company incorporates by reference herein its Annual Report on Form
10-K for the fiscal year ended December 31, 1993 and its Quarterly Report on
Form 10-Q for the three months ended March 31, 1994.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date of this Prospectus and prior to the termination of the offering of the
securities offered hereby, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus
or in any other subsequently filed document which is also incorporated by
reference modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without
charge to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (other
than exhibits to such documents). Requests should be directed to: Mr. Ronald
D. Payne, Vice President-Corporate Communications of the Company, at One
Allied Drive, Little Rock, Arkansas 72202; telephone (501) 661-8000.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized by the Company in connection with the offering made by this
Prospectus. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this
Prospectus in any jurisdiction in which it is unlawful to make such an offer
or solicitation of an offer. Neither the delivery of this Prospectus nor any
distribution of the securities offered pursuant to this Prospectus shall,
under any circumstances, create any implication that there has been no change
in the information set forth herein or in the affairs of the Company or any
of its respective subsidiaries since the date of this Prospectus.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common
Stock offered hereby, nor will any such proceeds be available for use by it
or for its benefit.
SELLING SHAREHOLDER
All of the 1,200,000 shares of Common Stock offered hereby are being
offered for the account of the Selling Shareholder. Prior to September 30,
1993, the Selling Shareholder was the Chief Executive Officer, Chairman of
the Board of Directors and the principal shareholder of TDS Healthcare
Systems Corporation ("TDS"). On October 1, 1993, the Company, through a
wholly-owned subsidiary, completed a merger with TDS whereby two million
shares of the Company's Common Stock were issued for all the outstanding
shares of capital stock (and related stock options) of TDS (the "Merger").
In connection with the Merger, the Company, TDS and the Selling Shareholder
entered into a Consulting, Noncompetition and Nondisclosure Agreement dated
as of August 30, 1993, whereby the Company engaged the Selling Shareholder to
perform consulting services for the Company for a term ending on October 1,
1995. Under such agreement, the Selling Shareholder agreed to render to the
Company certain advisory and consulting services and to refrain from certain
activities which might compete with the business of TDS. In connection with
this agreement, the Selling Shareholder receives $270,000 per year in
addition to other benefits. Also, in connection with the Merger the Company
entered into a Registration Rights Agreement with the Selling Shareholder and
another party, whereby the Company is obligated, among other things, to file
two registration statements during a certain period with respect to shares of
the Company's Common Stock owned by such shareholders. The Registration
Statement of which this Prospectus is a part is the first such registration
statement filed by the Company. The Registration Rights Agreement provides
that the registration expenses incurred in connection with the first
registration statement are to be borne by the Company. Registration expenses
incurred in connection with a second registration statement are to be borne
by the persons on whose account the shares are being registered.
On May 27, 1994, the Selling Shareholder beneficially owned 1,733,109
shares of the Company's Common Stock. After completion of this offering
(assuming the sale of all the shares of Common Stock offered hereby), the
Selling Shareholder will beneficially own 533,109 shares of the Company's
Common Stock.
PLAN OF DISTRIBUTION
The Company's Common Stock is traded on the New York Stock Exchange.
The distribution of the shares offered hereby will be effected by the Selling
Shareholder in one or more open market transactions on the New York Stock
Exchange, in privately negotiated transactions or in a combination thereof.
The public price at which Shares will be sold will be determined by prices as
reported by the New York Stock Exchange or through private negotiations
between the buyer and the Selling Shareholder or their respective agents.
Any such transaction may involve the payment of broker or dealer fees,
commissions, or other remuneration to be negotiated and paid by the Selling
Shareholder at the time of the transaction.
The Company has agreed to pay all expenses of the preparation and filing
of the Registration Statement of which this Prospectus is a part. See
"Selling Shareholder."
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of ALLTEL Common Stock being registered
hereunder is being passed upon for ALLTEL by the Rose Law Firm, a
Professional Association, 120 East Fourth Street, Little Rock, Arkansas
72201. Members of that firm beneficially owned 28,049 shares of ALLTEL
Common Stock with an aggregate market value of $732,920 on June 14, 1994.
EXPERTS
The consolidated financial statements of ALLTEL Corporation incorporated
by reference in ALLTEL Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1993, 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.
