PROSPECTUS SUPPLEMENT
(To Prospectus dated September 5, 1995)
$200,000,000
ALLTEL CORPORATION
6 3/4% Debentures due September 15, 2005
Interest Payable March 15 and September 15
The Debentures may not be redeemed prior to maturity and will not be subject
to any sinking fund. The Debentures will be represented by one or more Global
Securities registered in the name of The Depository Trust Company (the
"Depositary") or its nominee. Beneficial interests in the Debentures will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Except as described in the
accompanying Prospectus, Debentures in definitive form will not be issued in
exchange for the global debenture.
The Debentures will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debentures will
therefore settle in immediately available funds. All payments of principal
and interest will be made by the Company in immediately available funds.
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 SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Discounts Proceeds to
Public and Commissions Company(1)
Per
Debenture......... 100% .65% 99.35%
Total............. $200,000,000 $1,300,000 $198,700,000
(1) Before deducting expenses estimated at $109,965.
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 Depositary, on or about September 11, 1995 against payment
therefor in same day funds.
Stephens Inc. Donaldson, Lufkin & Jenrette
Securities Corporation
The date of this Prospectus Supplement is September 6, 1995.
<PAGE>
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.
USE OF PROCEEDS
The net proceeds from the sale of Debentures will be used to partially
finance the redemption of the Company's 10 3/8% debentures due 2009 in the
principal amount of $150 million and the Company's 8 7/8% debentures due 2022
in the principal amount of $50 million.
DESCRIPTION OF THE DEBENTURES
The following description of the particular terms of the 6 3/4%
Debentures due September 15, 2005 ("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, a Sixth Supplemental
Indenture dated as of April 1, 1994, and a Seventh Supplemental Indenture,
dated as of September 1 , 1995.
The Debentures are to mature on September 15, 2005, and bear interest
from September 11, 1995 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 March 15 and September 15 in each
year to the registered owners thereof as of the close of business on the
preceding March 1 or September 1, as the case may be. The first interest
payment will be March 15, 1996.
Redemption
The Debentures may not be redeemed prior to September 15, 2005. 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).
Book-Entry System
Upon issuance, the Debentures will be represented by one or more Global
Securities deposited with, or on behalf of, The Depository Trust Company, New
York, New York, which will act as Depositary with respect to the Debentures
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(the "Depositary"). The Global Securities representing the Debentures will be
registered in the name of the Depositary or its nominee. Except under the
circumstances described in the accompanying Prospectus under "Description of
Securities - Book-Entry System," the Debentures will not be issuable in
definitive form. So long as the Debentures are represented by one or more
Global Securities, the Depositary or its nominee will be considered the sole
owner or holder of the Debentures for all purposes under the Indenture, and
the beneficial owners of the Debentures will be entitled only to those rights
and benefits afforded to them in accordance with the Depositary's regular
operating procedures. See "Description of Securities - Book-Entry System" in
the Prospectus.
A further description of the Depositary's procedures with respect to
Global Securities is set forth in the accompanying Prospectus under
"Description of Securities - Book Entry System." The Depositary has confirmed
to the Company, the Underwriters and the Trustee that it intends to follow
such procedures with respect to the Debentures.
Same-Day Settlement and Payment
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. So long as the Debentures are represented by
Global Securities, all payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate
issuers is generally settled in clearinghouse or next-day funds. In contrast,
so long as the Debentures are represented by Global Securities registered in
the name of the Depositary or its nominee, the Debentures will trade in the
Depositary's Same-Day Funds Settlement System, and secondary market trading
activity in the Debentures will therefore be required by the Depositary to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Debentures.
UNDERWRITING
Stephens Inc. and Donaldson, Lufkin & Jenrette Securities Corporation
(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.
Name of Underwriter Principal
Amount
Stephens Inc....................................... ........$100,000,000
Donaldson, Lufkin & Jenrette Securities Corporation...........100,000,000
Total........................................$200,000,000
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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 does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriters that
they intend to make a market in the Debentures. The Underwriters are not
obligated, however, to make a market in the Debentures and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of, or trading markets for, the Debentures.
As of the date of this Prospectus Supplement, Stephens Group Inc., an
affiliate of Stephens Inc., owned 16,384,320 shares of the Common Stock of the
Company, constituting approximately 8.6% 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 $200,000,000 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 supplement to the Prospectus ("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 September 5, 1995.
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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; Citicorp
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.
The following documents previously filed pursuant to the Exchange Act are
hereby incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
3. The Company's Amendment No. 1 to Annual Report on Form 10-K/A for the
year ended December 31, 1994;
4. The Company's Amendment No. 2 to Annual Report on Form 10-K/A for the
year ended December 31, 1994;
5. The Company's Amendment No. 1 to Quarterly Report on Form 10-Q/A for
the period ended March 31, 1995;
6. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;
7. The Company's Amendment No. 3 to Annual Report on Form 10-K/A for the
year ended December 31, 1994; and
8. The Company's Amendment No.1 to Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 1995.
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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.
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 telecommunications and information
services company. ALLTEL subsidiaries provide local telephone service,
cellular telephone service, information services and communication 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 636
telephone exchanges in parts of 20 states. 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.
In November 1994, the Company signed definitive agreements to sell
certain telephone properties serving approximately 113,000 access lines in
Arizona, California, Nevada, New Mexico, Oregon, Tennessee, Utah and West
Virginia to Citizens Utilities Company in exchange for approximately $290
million in cash, assumed debt and 3,600 access lines in Pennsylvania. This
sale is expected to be completed on a state-by-state basis as necessary
regulatory approvals are obtained and other conditions and requirements are
satisfied. The sale of telephone properties in Oregon and West Virginia was
completed at the end of the second quarter of 1995. Once completed, this
transaction will result in the Company's telephone operating subsidiaries
serving approximately 1.5 million access lines in 14 states.
Cellular Operations
ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile"), a wholly-owned
subsidiary of ALLTEL, provides cellular mobile 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 as
a complementary service to cellular telephones.
Information Services Operations
ALLTEL Information Services, Inc. ("ALLTEL Information Services"), a
wholly-owned subsidiary of ALLTEL, provides a wide range of information
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processing services to the financial services, healthcare, and
telecommunications industries through information processing centers that it
staffs, equips, and operates. Information processing contracts are generally
for a multi-year period. ALLTEL Financial Information Services, Inc.'s
software and services have been developed and improved continuously over the
last 26 years and are designed to fulfill substantially all of the retail
information processing and management information requirements of financial
institutions. ALLTEL Information Services also markets software worldwide to
financial services, healthcare, and telecommunications companies operating
their own information processing departments.
ALLTEL Healthcare Information Services, Inc., a wholly-owned subsidiary
of ALLTEL Information Services, is primarily engaged in the development and
marketing of comprehensive patient-centered healthcare enterprise information
systems to medium to large healthcare companies throughout North America and
Europe. These systems are designed to enhance the quality of patient care,
control processing costs, and provide substantially all of the information
requirements of its users. Under typical arrangements with hospitals,
software is licensed under perpetual license arrangements. Software and
hardware maintenance are normally contracted for periods of five to seven
years. Contracts to install software normally range over periods from twelve
to eighteen months. Other services provided include training, consulting, and
data processing services.
ALLTEL Mortgage Information Services, Inc., 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. This
subsidiary's software products and processing services, combined with its team
of mortgage bankers, are intended to offer a cost-effective alternative to the
extensive technical support staff and the enlarged group of mortgage bankers
which would otherwise have to be assembled in-house by each customer. ALLTEL
Mortgage Information Services, Inc.'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 in the secondary market,
and their subsequent servicing.
ALLTEL Telecom Information Services, Inc., a wholly-owned subsidiary of
ALLTEL Information Services, is primarily engaged in the development and
marketing of operational support systems, including customer care and billing
information management systems to the telecommunications industry. In
addition, this subsidiary also provides data processing and outsourcing
services to both wireline and wireless telecommunications service providers.
The primary market for its telecommunications products and services is the
top 150 telephone companies and the top 50 cellular companies in the United
States.
Product Distribution Operations
ALLTEL Supply, Inc. ("ALLTEL Supply"), a wholly-owned subsidiary of
ALLTEL, with fourteen warehouses and thirteen counter-sales showrooms across
the United States, 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 throughout the United
States, is one of the nation's leading suppliers of specialty wire and cable
products.
In addition to its four principal business areas, ALLTEL operates
subsidiaries that publish telephone directories and
provide cable television service.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of Securities
to refinance existing indebtedness, to finance acquisitions, as opportunities
may arise, and for other general corporate purposes. Further details relating
to the uses of the net proceeds of any such offering will be set forth in the
applicable Prospectus Supplement. The Company expects to engage in additional
financing as needs arise.
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SELECTED FINANCIAL INFORMATION
(Dollars in millions, except per share amounts)
The following table sets forth certain selected financial information
relating to the Company for the six year period ended December 31, 1994, and
the six months ended June 30, 1994 and 1995. (See Note 1)
<TABLE>
Six Months Ended
Year Ended December 31, June 30,
1989 1990 1991 1992 1993 1994 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES AND SALES $1,556.7 $1,691.2 $1,883.9 $2,082.4 $2,342.0 $2,961.7 1,431.3 1,550.1
COSTS AND EXPENSES:
Cost of products sold 316.7 362.0 357.0 359.1 353.1 456.1 198.6 229.9
Operating expenses 905.5 961.3 1,154.1 1,280.6 1,469.9 1,871.7 920.5 988.9
Total costs and expenses 1,222.2 1,323.3 1,511.1 1,639.7 1,823.0 2,327.8 1,119.1 1,218.8
Operating income 334.5 367.9 372.8 442.7 519.0 633.9 312.2 331.3
Other income, net 7.8 12.0 12.1 13.3 2.2 (6.1) (4.3) 1.4
Interest expense (83.7) (87.5) (94.2) (93.2) (98.7) (137.1) (66.0) (75.0)
Gain on exchange or disposal
of assets, write-down of
other assets and other - - 8.3 (5.5) 27.4 (54.2) - 25.9
Income before income taxes 258.6 292.4 299.0 357.3 449.9 436.5 241.9 283.6
Income taxes 80.1 92.3 99.6 128.7 187.9 164.8 93.8 106.9
Net income 178.5 200.1 199.4 228.6 262.0 271.7 148.1 176.7
Preferred dividends 3.2 2.9 2.5 1.7 1.6 1.2 .6 .6
Net income applicable
to common shares $175.3 $197.2 $196.9 $226.9 $260.4 $270.5 $147.5 $176.1
PRIMARY EARNINGS PER
SHARE $1.01 $1.09 $1.09 $1.22 $1.39 $1.43 $ .78 $ .93
Dividends per common share $ .59 $ .66 $ .71 $ .77 $ .82 $ .90 $ .44 $ .48
Common shares -
avg. including equivalents 174.4 181.5 180.0 185.7 187.7 189.5 189.5 189.9
at period end 174.6 172.0 177.8 184.7 187.5 188.0 187.9 188.9
Total assets $2,666.9 $2,774.6 $2,957.2 $3,126.0 $4,270.5 $4,713.9 $4,418.4 $4,921.4
Total shareholders' equity $1,003.3 $1,043.8 $1,127.9 $1.304.5 $1,554.7 $1,625.4 $1,565.4 $1,779.7
Total redeemable preferred
stock and long-term debt $917.2 $1,003.8 $1,057.3 $1.027.8 $1,604.7 $1,854.0 $1,722.1 $1,843.7
Fixed charges $94.3 $98.2 $106.1 $101.8 $109.6 $150.4 $72.0 $81.7
Ratio of earnings to fixed
charges (2) 3.74 3.98 3.82 4.51 5.10 3.90 4.36 4.47
Long-term debt as a
percentage of total
capitalization (end of
period) 48.2% 49.3% 49.3% 44.5% 51.2% 53.7% 52.9% 51.2%
<FN>
(1) On November 1, 1993, the Company purchased substantially all of the assets
of GTE Corporation in the State of Georgia ("GTE Georgia"). The
acquisition was accounted for as a purchase, and accordingly, GTE Georgia's
results have been included in the Company's financial statements as of
November 1, 1993. See Note 2 to Consolidated Financial Statements in the
Company's 1994 Annual Report to Shareholders for further information
regarding this acquisition.
(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.
</FN>
</TABLE>
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The following table sets forth the Company's capitalization as of
June 30, 1995.
% of
Outstanding Capitalization
Long-term debt (including current maturities) $1,874.9 51.2%
Preferred stock, redeemable 7.5 .2
Preferred stock, non-redeemable 9.3 .3
Common equity 1,770.4 48.3
$3,662.1 100.0%
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 the Securities will be issued in the form of one or more "Global
Securities" through The Depository Trust Company's book-entry system, (x)
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 (xi) 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
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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. Subject to certain covenants
from the Company relating to liens (see "Description of Securities--Lien on
Assets"), the Indenture does not contain any covenants or other provisions
which would afford Security holders protection in the event of a highly
leveraged transaction involving the Company.
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 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.
Book-Entry System
If so specified in the accompanying Prospectus Supplement, Securities of
any series may be issued under a book-entry system in the form of one or more
global securities (each a "Global Security"). Each Global Security will be
deposited with, or on behalf of, a depositary, which, unless otherwise
specified in the accompanying Prospectus Supplement, will be The Depository
Trust Company, New York, New York (the "Depositary"). The Global Securities
will be registered in the name of the Depositary or its nominee.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of section 17A of the Exchange Act. The Depositary
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly.
Upon the issuance of a Global Security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Securities represented by such Global Security to the
accounts of participants. The accounts to be credited will be designated by the
underwriters, dealers or agents, if any, or by the Company, if such Securities
are offered and sold directly by the Company. Ownership of beneficial
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interests in the Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial
interests by participants in the Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by such participants. The laws of some jurisdictions may require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interest in a Global Security.
So long as the Depositary or its nominee is the registered owner of a
Global Security, it will be considered the sole owner or holder of the
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in such
Global Security will not be entitled to have the Securities represented
thereby registered in their names, will not receive or be entitled to receive
physical delivery of certificates representing the Securities and will not be
considered the owners or holders thereof under the Indenture. Accordingly,
each person owning a beneficial interest in such Global Security must rely on
the procedures of the Depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. The Company
understands that under existing practice, in the event that the Company
requests any action of the holders or a beneficial owner desires to take any
action a holder is entitled to take, the Depositary would act upon the
instructions of, or authorize, the participant to take such action.
Payment of principal of, premium, if any, and interest on Securities
represented by a Global Security will be made to the Depositary or its nominee,
as the case may be, as the registered owner and holder of the Global Security
representing such Securities. None of the Company, the Trustee, any paying
agent or registrar for such Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments
by participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A Global Security
representing all but not part of the Securities being offered hereby is
exchangeable for Securities in definitive form of like tenor and terms if (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as depositary for such Global Security or if at any time the Depositary is no
longer eligible to be or in good standing as a clearing agency registered under
the Exchange Act, and in either case, a successor depositary is not appointed
by the Company within 90 days of receipt by the Company of such notice or of
the Company becoming aware of such ineligibility, or (ii) the Company in its
sole discretion at any time determines not to have all of the Securities
represented by a Global Security and notifies the Trustee thereof. A Global
Security exchangeable pursuant to the preceding sentence shall be exchangeable
for Securities registered in such names and in such authorized denominations as
the Depositary for such Global Security shall direct.
Exchange of Registered or Bearer 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
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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.)
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
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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 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.)
Subject to such provisions in the Indenture for the indemnification of the
Trustee, the holders of at least a majority in aggregate principal amount of
the outstanding Securities of each series affected (each such series voting as
a separate class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided, that the trustee may refuse to follow
any direction that conflicts with law or the Indenture that is unduly
prejudicial to the rights of Securityholders of that series or that would
subject the Trustee to personal liability. (Section 6.05)
The Indenture provides that a Securityholder may pursue a remedy with
respect to the Indenture or the Securities of any series only if: (i) such
holder has previously given to the Trustee written notice of a continuing Event
of Default with respect to the Securities of such series; (ii) the holders of
at least 25% in aggregate principal amount of outstanding Securities of such
series shall have made written request to the Trustee to pursue the remedy;
(iii) such holder or holders have offered to the Trustee indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense to be, or
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which may be, incurred by the Trustee in pursuing the remedy; (iv) the Trustee
does not comply with the request within 60 days after receipt of the request
and the offer of indemnity; and (v) during such 60-day period, the holders of a
majority in aggregate principal amount of the outstanding Securities of such
series have not given the Trustee a direction that is inconsistent with such
written request. A Securityholder may not use the indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
such other Securityholder. (Section 6.06)
The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or
expense. (Section 7.01(f).) 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.
Unless otherwise indicated in the Prospectus Supplement, the Company
does not intend to list any of the Securities on a national securities
exchange. In the event the Securities are not listed on a national securities
exchange, certain broker-dealers may make a market in the Securities, but will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make a
market in the Securities or as to the liquidity of the trading market for the
Securities, whether or not the Securities are listed on a national securities
exchange. The Prospectus Supplement with respect to the Securities will state,
if known, whether or not any broker-dealer intends to make a market in the
Securities. If no such determination has been made, the Prospectus Supplement
will so state.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered will be set forth in the Prospectus Supplement.
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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 Rose Law Firm, Little Rock, Arkansas
72201. Certain members of the Rose Law Firm beneficially owned as of
August 3, 1995, as a group 22,121 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, 1994,
which are incorporated herein by reference, have been audited by Arthur
Andersen LLP, 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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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 ALLTEL
representation must not be relied upon as having been CORPORATION
authorized by ALLTEL Corporation or any Underwriter.
This Prospectus Supplement and the Prospectus do not
constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in 6 3/4% Debentures due
any jurisdiction to any person to whom it is unlawful September 15, 2005
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
Page PROSPECTUS SUPPLEMENT
Prospectus Supplement
Use of Proceeds...........................S-2 Stephens Inc.
Description of the Debentures.............S-2
Underwriting..............................S-3 Donaldson, Lufkin & Jenrette
Legal Opinions............................S-4 Securities Corporation
Prospectus
Available Information.......................2
Incorporation of Certain Documents
by Reference............................2
The Company.................................3
Use of Proceeds.............................4
Selected Financial Information..............5
Description of Securities...................6
Plan of Distribution.......................11
Legal Opinions.............................12
Experts....................................12
September 6, 1995
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