PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 1994)
$250,000,000
ALLTEL CORPORATION
7 1/4% Debentures due April 1, 2004
Interest Payable April 1 and October 1
The Debentures may not be redeemed prior to April 1, 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.
Price to Underwriting Discounts Proceeds to
Public(1) and Commissions Company(1)(2)
Per Debenture..... 99.508% .650% 98.858%
Total............. $248,770,000 $1,625,000 $247,145,000
(1) Plus accrued interest from April 1, 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 April 6, 1994.
Stephens Inc. Merrill Lynch & Co.
The date of this Prospectus Supplement is March 29, 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 7 1/4% Debentures
due April 1, 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 April 1, 1994.
The Debentures are to mature on April 1, 2004, and bear interest from
April 1, 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 April 1 and October 1 in
each year by check mailed to the registered owners thereof as of the close of
business on the preceding March 15 or September 15, 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 April 1, 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...............................................$125,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........125,000,000
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 .40% of the principal amount thereof, and that the Underwriters may
allow, and such dealers may reallow, discounts not in excess of .25% 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 16,607,920 shares of
the Common Stock of the Company, constituting approximately 8.85% 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 March 28, 1994.
4<PAGE>
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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5<PAGE>
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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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.
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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 7 1/4% Debentures due
a solicitation of an offer to buy any of the April 1, 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 March 29, 1994
Experts . . . . . . . . . . . . . . . . . . . . .9
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