As filed with the Securities and Exchange Commission on
August 9, 1995
Registration No. 33-60669
=============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALLTEL Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 661-8000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FRANCIS X. FRANTZ
Senior Vice President-External Affairs
One Allied Drive
Little Rock, Arkansas 72202
(501)661-8111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. X
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.___
<PAGE>
ALLTEL CORPORATION
Cross Reference Sheet for
Registration Statement on Form S-3
Items on Form S-3 Prospectus Caption or Location
1. Forepart of the Registration Forepart of the Registration
Statement and Outside Front Statement, and Outside Front
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Inside Front and Outside Back
Back Cover Pages of Cover Pages of Prospectus
Prospectus
3. Summary Information, Risk Not Applicable, Not Applicable
Factors and Ratio of and Selected Financial
Earnings to Fixed Charges Information
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Description of Securities Description of Securities
to be Registered
10. Interests of Named Experts Legal Opinions, and Experts
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities
<PAGE>
SUBJECT TO COMPLETION DATED , 1995
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 , 1995.
<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; 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; and
6. The Company's Quarterly report on Form 10-Q 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.
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Information Services Operations
ALLTEL Information Services, Inc. ("ALLTEL Information Services"), a
wholly-owned subsidiary of ALLTEL, provides a wide range of information
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.
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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.
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, 1994, and
the six months ended June 30, 1995.
<TABLE>
Six Months Ended
Year Ended December 31, June 30,
1990 1991 1992 1993 1994 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenues and Sales $1,691.2 $1,884.0 $2,082.5 $2,342.1 $2,961.7 $1,431.3 $1,550.1
Income Before Income Tax $ 292.4 $ 299.1 $ 357.3 $ 449.9 $ 436.5 $ 241.9 $ 283.6
Net Income $ 200.1 $ 199.4 $ 228.6 $ 262.0 $ 271.8 $ 148.1 $ 176.7
Fixed Charges $ 98.2 $ 106.1 $ 101.8 $ 109.6 $ 150.4 $ 72.0 $ 81.7
Ratio of Earnings to Fixed
Charges* 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 49.3% 49.3% 44.5% 51.2% 53.7% 52.9% 51.2%
<FN>
* 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>
<TABLE>
The following table sets forth the Company's capitalization as of June 30, 1995.
% of
Outstanding Capitalization
<S> <C> <C>
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%
</TABLE>
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.
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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
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.
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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 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.
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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
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
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<PAGE>
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
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.)
9
<PAGE>
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
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.
10
<PAGE>
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.
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.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $68,965.52
Counsel Fees and Expenses
Fees and Expenses of Trustee
Printing and Engraving
Blue Sky Fees and Expenses
Accountants' Fees and Miscellaneous Expenses
Total
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on
the ninth of August, 1995.
ALLTEL CORPORATION
By *JOE T. FORD
(Joe T. Ford, Chairman, President
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
*JOE T. FORD Chairman, President,
(Joe T. Ford) Chief Executive
Officer,
and Director
(Principal Executive Officer)
*DENNIS J. FERRA Senior Vice President-
(Dennis J. Ferra Accounting and
Administration
(Principal Accounting Officer)
*TOM T. ORSINI Senior Vice President-Finance
(Tom T. Orsini) and Corporate Development
(Principal Financial Officer)
*BEN W. AGEE Director
(Ben W. Agee)
*MICHAEL D. ANDREAS Director
(Michael D. Andreas)
*LAWRENCE L. GELLERSTEDT III Director
(Lawrence L. Gellerstedt III)
*W. W. JOHNSON Director August 9, 1995
(W. W. Johnson)
*EMON A. MAHONY, JR. Director
(Emon A. Mahony, Jr.)
*JOHN P. MCCONNELL Director
(John P. McConnell)
*JOSIE C. NATORI Director
(Josie C. Natori)
13
<PAGE>
Signature Title Date
*JOHN E. STEURI Director August 9, 1995
(John E. Steuri)
*CARL H. TIEDEMANN Director
(Carl H. Tiedemann)
*RONALD TOWNSEND Director
(Ronald Townsend)
*WILLIAM H. ZIMMER Director
(William H. Zimmer)
*BY Francis X. Frantz August 9, 1995
(Francis X. Frantz, Attorney-in-Fact)
14
<PAGE>
EXHIBIT INDEX
Official Sequential
Exhibit Page
No. Description No.
1 - Form of Underwriting Agreement(2)
4(a)(i) - Indenture between the Registrant and Ameritrust
Company National Association, Trustee, dated
as of January 1, 1987 (incorporated by reference
to Registrant's Form S-3 Registration Statement,
No. 33-10808, filed on December 16, 1986).
4(a)(ii) - First Supplemental Indenture dated as of
March 1, 1987 (incorporated by reference to
Registrant's Current Report on Form 8-K dated
March 6, 1987, filed on March 6, 1987).
4(a)(iii) - Second Supplemental Indenture, dated as of
April 1, 1989 (incorporated by reference to
Registrant's Form S-3 Registration Statement,
No. 33-27052, filed on February 15, 1989).
4(a)(iv) - Third Supplemental Indenture, dated as of
May 8, 1990 (incorporated by reference to
Registrant's Form S-3 Registration Statement,
No. 33-39055, filed on February 20, 1991).
4(a)(v) - Fourth Supplemental Indenture, dated as of
March 1, 1991 (incorporated by reference to
Registrant's Current Report on Form 8-K dated
March 6, 1991, filed on March 6, 1991).
4(a)(vi) - Fifth Supplemental Indenture, dated as of
October 1, 1993 (incorporated by reference
to Registrant's Form S-3 Registration Statement
No. 33-50401, filed on (October 15, 1993).
4(a)(vii) - Sixth Supplemental Indenture, dated as of
April 1, 1994 (incorporated by reference to
Registrant's Form S-3 Registration Statement
No. 33-52743, filed on March 25, 1994).
4(a)(viii) - Seventh Supplemental Indenture, dated as of
______, 1995 (2).
4(b) - Form of Security (2). The form or forms of
Security with respect to each particular series
of Securities registered hereunder that differs
from the form of Security filed herewith will be
filed as an exhibit to a Current Report on
Form 8-K and shall be deemed to be incorporated
here by reference.
5 - Opinion of Rose Law Firm as to the legality of
the Securities to be issued(2).
12 - Statement Re Computation of Ratio of Earnings
to Fixed Charges.(3) 16
23(a) - Consent of Arthur Andersen LLP, Independent Public
Accountants(3). 17
23(b) - Consent of Counsel is contained in Opinion of
Counsel filed as Exhibit 5(1).
24(a) - Powers of Attorney(1).
24(b) - Resolutions of Board of Directors(1).
25 - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act of
1939 of Society National Bank (2).
(1) Previously filed.
(2) To be filed by Subsequent Amendment.
(3) Filed herewith.
15
<TABLE>
EXHIBIT 12
ALLTEL CORPORATION
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
Six Months Ended
Year Ended December 31, June 30,
1990 1991 1992 1993 1994 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $ 200,127 $ 199,426 $ 228,636 $ 262,017 $ 271,753 $ 148,073 $ 176,727
Income tax provision 92,275 99,633 128,713 187,903 164,772 93,777 106,891
Subtotal 292,402 299,059 357,349 449,920 436,525 241,850 283,618
Fixed charges:
Interest charges 87,465 94,244 93,245 98,746 137,120 65,995 75,028
Interest factor of operating
rents 10,722 11,882 8,579 10,902 13,274 6,044 6,637
Total fixed charges 98,187 106,126 101,824 109,648 150,394 72,039 81,665
Earnings, as adjusted $ 390,589 $ 405,185 $ 459,173 $ 559,568 $ 586,919 $ 313,889 $ 365,283
Ratio of earning to fixed charges 3.98 3.82 4.51 5.10 3.90 4.36 4.47
<FN>
Note:For purposes of this calculation, earnings consist of income before income taxes and fixed charges. Fixed charges
consist of interest on indebtedness and the portion of rental expense representative of the interest factor.
</FN>
</TABLE>
16
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 23, 1995,
included or incorporated by reference in ALLTEL Corporation's Form 10-K for the
year ended December 31, 1994, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas
August 9, 1995
17
