As filed with the Securities and Exchange Commission on June 28, 1995
Registration No.
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------
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 of (I.R.S.Employer
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 principal executive offices)
--------------------------------------------------
FRANCIS X. FRANTZ
Senior Vice President - External Affairs,
General Counsel and Secretary
One Allied Drive, Little Rock, Arkansas 72202
(501) 661-8000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------------------------
Approximate date of commencement of proposed sale to 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.
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.
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of each Amount maxium maxium
class of securities to be offering price aggregate Amount of
to be registered registered per unit* offering price registration fee
- --------------------------------------------------------------------------------
Debt Securities... $200,000,000 100%* $200,000,000* $68,965.52
================================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a)of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
================================================================================
<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 Statement Forepart of the Registration
and Outside Front Cover Page of Prospectus Statement, and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front Cover Page of
of Prospectus Prospectus, and Not Applicable
3. Summary Information, Risk Factors and Not Applicable, Not Applicable,
Ratio of Earnings to Fixed Charges and Selected Financial
Information
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Description of Securities
10.Interests of Named Experts and Counsel Legal Opinions, and Experts
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13.Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
<PAGE>
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.
There is hereby incorporated by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
filed pursuant to the Exchange Act, and the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995, filed pursuant to the
Exchange Act.
All documents filed by the Company after the date of this Prospectus
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, and prior
to the termination of the offering of the Securities, shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
2
<PAGE>
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may
be obtained upon written or oral request without charge by each person,
including any beneficial owner of any Security, to whom this Prospectus is
delivered, from the Vice President-Corporate Communications, ALLTEL
Corporation, One Allied Drive, Little Rock, Arkansas 72202, telephone (501)
661-8000.
THE COMPANY
ALLTEL, a Delaware corporation, is a leading telecommunications and
information services company. ALLTEL subsidiaries provide local telephone
service, cellular telephone service, information services and 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 667
telephone exchanges in parts of 22 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 will be completed on a state-by-state basis as necessary regulatory
approvals are obtained. 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
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.
3
<PAGE>
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.
4
<PAGE>
<TABLE>
<CAPTION>
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 twelve months ended March 31, 1995.
Twelve Months
Year Ended December 31, Ended
1990 1991 1992 1993 1994 March 31, 1995
<S> <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 $ 2,988.9
Income Before Income Tax $ 292.4 $ 299.1 $ 357.3 $ 449.9 $ 436.5 $ 445.0
Net Income $ 200.1 $ 199.4 $ 228.6 $ 262.0 $ 271.8 $ 278.5
Fixed Charges $ 98.2 $ 106.1 $ 101.8 $ 109.6 $ 150.4 $ 156.0
Ratio of Earnings to Fixed
Charges* 3.98 3.82 4.51 5.10 3.90 3.85
Long-term Debt as a
Percentage of Total
Capitalization (End of Period) 49.3% 49.3% 44.5% 51.2% 53.7% 52.9%
<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>
The following table sets forth the Company's capitalization as of March 31,
1995.
% of
Outstanding Capitalization
Long-term debt (including current maturities) $1,912.1 52.9%
Preferred stock, redeemable 7.7 .2
Preferred stock, non-redeemable 9.3 .3
Common equity 1,686.2 46.6
$3,615.3 100.0%
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.
5
<PAGE>
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.
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
6
<PAGE>
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.
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
7
<PAGE>
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. (Section ____)
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
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
8
<PAGE>
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.)
Securityholders may not enforce the Indenture or the Securities, except as
provided in the Indenture. (Section 6.06.) The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities. (Section
7.01(f).) Subject to certain limitations, holders of a majority in principal
amount of the Securities of each series affected (with each series voting as
a class) may direct the Trustee in its exercise of any trust power. (Section
6.05.) The Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. (Section 7.05.)
The Company is not required under the Indenture to furnish any periodic
evidence as to the absence of default or as to compliance with the terms of the
Indenture.
Concerning the Trustee
The Company maintains banking relationships in the ordinary course of
business with the Trustee. The Trustee also serves as trustee under the
Company's Indenture, dated as of June 15, 1961, and indentures supplemental
thereto.
PLAN OF DISTRIBUTION
The Company may sell the Securities to or through underwriters and also
may sell the Securities directly to other purchasers or through agents. Only
underwriters named in the Prospectus Supplement are deemed to be underwriters
in connection with the Securities offered thereby.
The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the Securities, underwriters may receive
compensation from the Company or from purchasers of the Securities for whom
they may act as agents in the form of discounts, concessions, or commissions.
Underwriters and agents that participate in the distribution of the Securities
may be deemed to be underwriters, and any discounts or commissions received by
them and any profit on the resale of the Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation will be
described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters
and agents who participate in the distribution of the Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in respect
thereof.
10
<PAGE>
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 June 23,
1995, as a group 18,349 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
Fees and Expenses of Trustee
Printing and Engraving
Blue Sky Fees and Expenses
Accountants' Fees and Miscellaneous Expenses
Total
Item 15. Indemnification of Directors and Officers.
Article VII of the Amended and Restated Certificate of Incorporation of
ALLTEL (the "Certificate") provides for the indemnification of directors,
officers, agents, and employees for expenses incurred by them and judgments
rendered against them in actions, suits or proceedings in relation to certain
matters brought against them as such directors, officers, agents, and
employees, respectively. In accordance with Section 145 of the Delaware
General Corporation Law, Article VII of the Certificate requires ALLTEL to
advance expenses incurred by a director in a legal proceeding prior to final
disposition of the proceeding.
In addition, as permitted under the Delaware General Corporation Law,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under the indemnity agreements, ALLTEL will indemnify its directors and
officers to the fullest extent permitted or authorized by the Delaware General
Corporation Law, as it may from time to time be amended, or by any other
statutory provisions authorizing or permitting such indemnification. Under the
terms of ALLTEL's directors and officers liability and company reimbursement
insurance policy, directors and officers of ALLTEL are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933.
ALLTEL will indemnify such directors and officers under the indemnity
agreements from all losses arising out of claims made against them, except
those based upon illegal personal profit, recovery of short-swing profits, or
dishonesty; provided, however, that ALLTEL's obligations will be satisfied to
the extent of any reimbursement under such insurance.
The Delaware General Corporation Law permits a Delaware corporation to
indemnify directors, officers, employees, and agents under some circumstances,
and mandates indemnification under certain limited circumstances. The Delaware
General Corporation Law permits a corporation to indemnify a director,
officer, employee, or agent for fines, judgments or amounts paid in
settlement, as well as expenses in the context of actions other than
derivative actions, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification against expenses incurred by a director, officer,
employee or agent in connection with his defense of a proceeding against such
person for actions in such capacity is mandatory to the extent that such
person has been successful on the merits. If a director, officer, employee, or
agent is determined to be liable to the corporation, indemnification for
expenses is not allowable, subject to limited exceptions where a court deems
the award of expenses appropriate. The Delaware General Corporation Law grants
express power to a Delaware corporation to purchase liability insurance for
its directors, officers, employees, and agents, regardless of whether any such
person is otherwise eligible for indemnification by the corporation.
Advancement of expenses is permitted, but a person receiving such advances
must repay those expenses if it is ultimately determined that he is not
entitled to indemnification.
II-1
12
<PAGE>
The Certificate provides for indemnification to the fullest extent
permitted by the Delaware General Corporation Law, as amended from time to
time. Under the Certificate, any expansion of the protection afforded
directors, officers, employees, or agents by the Delaware General Corporation
Law will automatically extend to ALLTEL's directors, officers, employees, or
agents, as the case may be.
Any underwriters or agents referred to in the agreement filed as Exhibit 1
to this registration statement will agree to indemnify the Registrant's
directors, its officers who signed the registration statement, and its
controlling persons against certain liabilities that might arise under the
Securities Act of 1933 from information furnished to the Registrant by or on
behalf of any such indemnifying party.
Item 16. Exhibits.
1* - Form of Underwriting Agreement.
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 Report
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.
4(b)* - Form of Security. 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
herein by reference.
5* - Opinion of Rose Law Firm as to the legality of
the Securities to be issued.
12 - Statement RE Computation of Ratio of Earnings to
Fixed Charges.
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants.
23(b)* - Consent of counsel is contained in Opinion of
Counsel filed as Exhibit 5.
24(a) - Powers of Attorney.
24(b) - Resolutions of Board of Directors.
25* - Form T-1, Statement of Eligibility and Qualification
under Trust Indenture Act of 1939 of Society National
Bank.
* To be filed by amendment.
II-2
13
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the Securities, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by section 10(a) (3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided,
however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon
Rule 430A and contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time
it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of section 310 of
the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the
Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 (other than
the insurance policies referred to therein), or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is,
II-3
14
<PAGE>
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such director, officer or controlling
person in connection with the Securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
15
<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 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 28th of
June, 1995
ALLTEL CORPORATION
By /s/ JOE T. FORD
(Joe T. Ford, Chairman, President
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ JOE T. FORD Chairman, President,Chief
(Joe T. Ford) Executive Officer, and Director
(Principal Executive Officer)
/s/ DENNIS J. FERRA Senior Vice President - Accounting
(Dennis J. Ferra) and Administration
(Principal Accounting Officer)
/s/ TOM T. ORSINI Senior Vice President - Finance
(Tom T. Orsini) and Corporate Development
(Principal Financial Officer)
/s/ BEN W. AGEE Director
(Ben W. Agee)
/s/ MICHAEL D. ANDREAS Director
(Michael D. Andreas)
/s/ LAWRENCE L. GELLERSTEDT III Director
(Lawrence L. Gellerstedt III)
/s/ W. W. JOHNSON Director June 28, 1995
(W. W. Johnson)
/s/ EMON A. MAHONY, JR. Director
(Emon A. Mahony, Jr.)
/s/ JOHN P. MCCONNELL Director
(John P. McConnell)
/s/ JOSIE C. NATORI Director
(Josie C. Natori)
II-5
16
<PAGE>
Signature Title Date
/s/ JOHN E. STEURI Director June 28, 1995
(John E. Steuri)
/s/ CARL H. TIEDEMANN Director
(Carl H. Tiedemann)
/s/ RONALD TOWNSEND Director
(Ronald Townsend)
/s/ WILLIAM H. ZIMMER Director
(William H. Zimmer)
/s/ BY Francis X. Frantz June 28, 1995
(Francis X. Frantz, Attorney-in-Fact)
II-6
17
<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. 19
23(a) - Consent of Arthur Andersen LLP, Independent Public
Accountants(1). 20
23(b) - Consent of Counsel is contained in Opinion of
Counsel filed as Exhibit 5(2).
24(a) - Powers of Attorney(1). 21 - 34
24(b) - Resolutions of Board of Directors(1). 35 - 37
25 - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act of
1939 of Society National Bank (2).
(1) Filed herewith.
(2) To be filed by Amendment.
II-7
18
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 12
ALLTEL CORPORATION
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
Twelve Months
Year Ended December 31, Ended March 31,
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Net income $200,127 $199,426 $228,636 $262,017 $271,753 $278,490
Income tax provision 92,275 99,633 128,713 187,903 164,772 166,507
Subtotal 292,402 299,059 357,349 449,920 436,525 444,997
Fixed charges:
Interest charges 87,465 94,244 93,245 98,746 137,120 142,767
Interest factor of operating rents 10,722 11,882 8,579 10,902 13,274 13,274
Total fixed charges 98,187 106,126 101,824 109,648 150,394 156,041
Earnings, as adjusted $390,589 $405,185 $459,173 $559,568 $586,919 $601,038
Ratio of earnings to fixed charges 3.98 3.82 4.51 5.10 3.90 3.85
<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>
II-8
19
<PAGE>
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
June 23,1995
20
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
21
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
22
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Tom T. Orsini
Name: Tom T. Orsini
23
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Ben W. Agee
Name: Ben W. Agee
24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Michael D. Andreas
Name: Michael D. Andreas
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Lawrence L. Gellerstedt, III
Name: Lawrence L. Gellerstedt, III
26
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ W. W. Johnson
Name: W. W. Johnson
27
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Emon A. Mahony, Jr.
Name: Emon A. Mahony, Jr.
28
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ John P. McConnell
Name: John P. McConnell
29
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Josie C. Natori
Name: Josie C. Natori
30
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ John E. Steuri
Name: John E. Steuri
31
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
32
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
33
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), including, without limitation, Rule 415, with respect to the issuance
and sale of not more than $200,000,000 in aggregate principal amount of debt
securities of the Corporation, the underwriting of which may, but need not, be
managed by Stephens Inc., and generally to do and perform all things necessary
to be done in connection with the foregoing as fully in all respects as I
could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th
day of June, 1995.
Signed: /s/ William H. Zimmer
Name: William H. Zimmer
34
<PAGE>
EXHIBIT 24 (b)
ALLTEL CORPORATION
Resolutions of the Board of Directors
June 26, 1995
Re: ALLTEL Corporation - $200,000,000
Maximum Amount Debt Refinancing
RESOLVED, that, the Corporation be, and it hereby is, authorized, subject to
the limitations set forth below, to create, issue, and sell, pursuant to the
Indenture entered into between the Corporation and Society National Bank
(formerly, Ameritrust Company National Association), Trustee, dated as of
January 1, 1987, as amended and supplemented to date (the "Indenture"), one or
more additional series of promissory notes or debentures ("Securities"), to be
issued in the maximum aggregate principal amount not exceeding $200,000,000,
at such times, in such forms, and in such principal amounts, to be for such
terms, to be payable on such dates, to bear interest at such rates per annum
and payable at such times, and to have such other terms, provisions, and
conditions, as may be determined and approved by the Chairman, President, and
Chief Executive Officer of the Corporation, in the manner provided below, the
net proceeds of which shall be applied first toward the prepayment of the
principal and accrued interest (including premium) payable on the
Corporation's $150,000,000 principal amount 10.375% debentures due April 1,
2009 and the balance toward the prepayment of the principal and accrued
interest (including premium) payable on the Corporation's $50,000,000
principal amount 8.875% debentures due March 1, 2022.
RESOLVED FURTHER, that, subject to the foregoing limitations, the following
terms, provisions, and conditions respecting the Securities may be determined
and approved by the concurrence of the Chairman, President, and Chief
Executive Officer of the Corporation: (i) the types of Securities to be
issued and the titles thereof, (ii) the times as of which each series of
Securities shall be issued, (iii) the aggregate principal amount of each
series of Securities to be issued, (iv) the price at which each series of
Securities are to be sold and the amount of any discounts to be given or
commissions to be paid to underwriters or agents in conjunction therewith, (v)
the length of the original term of each series of Securities and the length of
any mandatory or permissive extension of such terms, (vi) the times at which
the principal amount of each series of Securities shall be payable, (vii) the
rate of interest or the manner of determining the rate of interest to be borne
by each series of Securities to be issued and the times at which such interest
shall be payable, (viii) the sinking fund requirements (if any) relating to
each series of Securities and the related redemption prices, (ix) the times at
and conditions (if any) pursuant to which the Corporation shall be permitted
or shall be required to redeem all or a portion of each series of Securities
and the prices to be paid therefor, and (x) any financial covenants to be
imposed upon the Corporation or its subsidiaries that are not contained in the
Indenture.
35
<PAGE>
RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is, authorized and directed, for and on behalf of the Corporation, to
prepare and file with the Securities and Exchange Commission (the "SEC"),
pursuant to the Securities Act of 1933, as amended (the "Act"), and any
applicable Rule thereunder including, without limitation, Rule 415, one or
more registration statements on Form S-3 or such other form or forms as may be
applicable, and to do or cause to be done all acts and things necessary or
advisable to effect
registration under the Act of up to $200,000,000 aggregate principal amount of
the Securities and to effect the qualification of the Indenture, including any
proposed supplemental indenture(s) thereto, under the Trust Indenture Act of
1939, as amended.
RESOLVED FURTHER, that the Chairman, President, and Chief Executive Officer,
any Senior Vice President, the Secretary, any Assistant Secretary, and each
other officer and director of the Corporation who may be required to execute
those registration statements or any amendments thereto, be, and each of them
hereby is, authorized and directed to execute a power-of-attorney authorizing
Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M. Green, or any of
them, as the Corporation's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to execute, in the name, place,
and stead of the Corporation, the foregoing registration statement, any
amendments thereto, and all instruments necessary or appropriate in connection
therewith, and to file any such power-of-attorney with the SEC; and that the
acts of such attorneys, or any such substitutes, be, and they hereby are,
authorized and approved.
RESOLVED FURTHER, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized and directed, for and on behalf of the
Corporation, to take any and all action necessary or appropriate to effect the
registration or qualification (or exemption therefrom) of the Securities under
the Blue Sky or securities laws of any State of the United States, any
district or territory of the United States, and any foreign nation in which
the offering is to be made and, in connection therewith, to execute,
acknowledge, verify, deliver, file, or cause to be published any applications,
reports, consents to service of process, and other documents that may be
required under such laws, and to take any and all further actions necessary or
appropriate in order to maintain any such registration, qualification, or
exemption for as long as may be necessary or required by law.
RESOLVED FURTHER, that if in any such State, district, territory, or foreign
nation a prescribed form of resolution is required for an application or other
instrument filed for the purpose of registering, qualifying, or obtaining an
exemption for the Securities, and if the appropriate officers of the
Corporation determine to make application for the registration, qualification,
or exemption in such State, district, territory, or foreign nation of the
Securities, each such resolution shall be deemed to have been, and hereby is,
adopted at this meeting, and the Secretary or an Assistant Secretary of the
Corporation is hereby authorized to certify the adoption of any such
resolution to be inserted in the minute book of the Corporation on pages next
following these resolutions and initialed by the Secretary or an Assistant
Secretary of the Corporation.
36
<PAGE>
RESOLVED FURTHER, that the Corporation be, and it hereby is, authorized to
sell all or a portion of the Securities to or through one or more underwriters
selected by the Chairman of the Board , President, and Chief Executive Officer
of the Corporation, or to sell all or a portion of the Securities directly to
other purchasers or through agents, with all such sales to be made pursuant to
one or more underwriting, purchase, or agency agreements.
RESOLVED FURTHER, that any and all Supplemental Indentures to the Indenture,
providing for the issuance of the Securities on the terms provided for herein,
be, and they hereby are, authorized and approved; that the Chairman,
President, and Chief Executive Officer, any Senior Vice President, the
Secretary or any Assistant Secretary, and the Treasurer of the Corporation be,
and each of them hereby is, authorized and directed to execute and deliver any
such Supplemental Indenture in the name and on behalf of the Corporation; and
that the officers of the Corporation, or any of them, be, and they hereby are,
authorized and directed, for and on behalf of the Corporation, to take all
such action, and to execute and deliver all such documents, as they may deem
necessary or appropriate to carry into effect the terms and provisions of any
such Supplemental Indenture.
RESOLVED FURTHER, that, in accordance with the provisions of the Indenture,
the Chairman, President, and Chief Executive Officer and the Secretary, any
Assistant Secretary, or the Treasurer of the Corporation be, and they hereby
are, authorized and directed, for and on behalf of the Corporation, to
execute, in person or by facsimile signature, the Securities as registered
debentures, either in denominations of $1,000 or any integral multiple thereof
and to have the corporate seal of the Corporation affixed to the Securities;
that the officers of the Corporation, or any of them, be, and they hereby are,
authorized and empowered, for and on behalf of the Corporation, to deliver the
Securities to the Trustee for authentication; and that the Trustee be, and it
hereby is, authorized and requested to authenticate the Securities so executed
and to deliver them on the written order of the Corporation.
RESOLVED FURTHER, that Society National Bank (formerly, Ameritrust Company
National Association), Cleveland, Ohio, Trustee under the Indenture, and
indentures supplemental thereto, including any and all Supplemental
Indentures, be, and it hereby is, appointed the agent of the Corporation to
keep books for the registration and transfer of ownership of the Securities
issued by the Corporation, when and as they shall be presented to the agent
for that purpose; and that Society National Bank be, and it hereby is,
appointed the agent of the Corporation to pay the interest due and to become
due on the Securities issued by the Corporation and the principal amount
thereof either at maturity of those Securities or upon the prepayment thereof
prior to maturity.
37
