PROSPECTUS
533,109 Shares
ALLTEL Corporation
Common Stock
All of the 533,109 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 March 17, 1995 was $28.50.
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.
March 20, 1995
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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, 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.
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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.
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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 533,109 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 Consulting, Noncompetition and Nondisclosure 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
shareholder, 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
Company previously filed with the Securities and Exchange Commission a
registration statement relating to certain shares of Common Stock the
Selling Shareholder received in the Merger. The Registration Statement
of which this Prospectus is a part is the second registration statement
filed by the Company pursuant to the Registration Rights Agreement and
relates to remaining shares of Common Stock the Selling Shareholder
received in the Merger. The Registration Rights Agreement provides that
the registration expenses incurred in connection with the first
registration statement were to be borne by the Company. Registration
expenses incurred in connection with the Registration Statement of which
this Prospectus is a part shall be borne by the Selling Shareholder.
On March 9, 1995, the Selling Shareholder beneficially owned 533,109
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 no shares of the Company's
Common Stock.
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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 Selling Shareholder 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."
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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 31,189 shares of ALLTEL
Common Stock with an aggregate market value of $888,886.50 on March 17,
1995.
EXPERTS
zThe consolidated financial statements of ALLTEL Corporation
incorporated by reference in ALLTEL Corporation's Annual Report (Form
10-K) for the year ended December 31, 1994, 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.
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