As filed with the Securities and Exchange Commission on February 29, 1996
Registration No. 333-01181
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 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 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.___
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 Statement, and Outside Front
Front Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page of
Cover Pages of Prospectus Prospectus, and Not Applicable
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 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 Description of Securities
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 _________, 1996
PROSPECTUS SUPPLEMENT
(To Prospectus dated __________, 1996)
$300,000,000
ALLTEL CORPORATION
% Debentures due , 2016
Interest Payable ______ and __________
The Debentures may be redeemed as a whole or in part, at the option of the
Company at any time, at the redemption price referred to herein. The
Debentures do not provide for any sinking fund. The Debentures will be
represented by one or more Global Securities registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. Beneficial
interests in the Debentures will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary and its
participants. Except as described in the accompanying Prospectus, Debentures
in definitive form will not be issued in exchange for the global debenture.
The Debentures will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the Debentures will
therefore settle in immediately available funds. All payments of principal
and interest will be made by the Company in immediately available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Discounts Proceeds to
Public(1) and Commissions Company(1)(2)
Per % % %
Debenture..
Total.......... $ $ $
(1) Plus accrued interest from _______, 1996 to the date of delivery.
(2) Before deducting expenses estimated at $____________.
The Debentures are offered, subject to prior sale, when, as and if issued by
the Company and accepted by the Underwriters, and subject to approval of
certain legal matters by counsel. The Underwriters reserve the right to
withdraw, cancel or modify such offer and to reject orders in whole or in
part. It is expected that delivery of the Debentures will be made through the
facilities of the Depositary, on or about ______, 1996 against payment
therefor in same day funds.
Stephens Inc. Merrill Lynch & Co.
_________
The date of this Prospectus Supplement is ________, 1996.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
USE OF PROCEEDS
The net proceeds from the sale of Debentures will be used to finance the
redemption of the Company's 9 1/2% debentures due 2021 in the principal amount
of $200 million and to reduce borrowings under the Company's revolving credit
agreement.
The Company's revolving credit agreement has a termination date of
October 1, 1998, with provisions for annual extensions. The weighted rate of
interest on the Company's borrowing under this Agreement at January 31, 1996
was 5.78%.
DESCRIPTION OF THE DEBENTURES
The following description of the particular terms of the ___% Debentures
due ________, 2016 ("Debentures") offered hereby supplements the description
of the general terms and provisions of the Securities set forth in the
Prospectus under the caption "Description of Securities". Certain terms used
herein are defined in the Prospectus.
General
The Debentures will be dated as of their date of authentication and are
to be issued only in fully registered form without coupons in denominations of
$1,000 or integral multiples thereof. The Debentures are issued as a series of
Securities under the Indenture, dated as of January 1, 1987, which is more
fully described in the Prospectus, as supplemented by a First Supplemental
Indenture, dated as of March 1, 1987, a Second Supplemental Indenture, dated
as of April 1, 1989, a Third Supplemental Indenture, dated as of May 8, 1990,
a Fourth Supplemental Indenture, dated as of March 1, 1991, a Fifth
Supplemental Indenture, dated as of October 1, 1993, a Sixth Supplemental
Indenture dated as of April 1, 1994, a Seventh Supplemental Indenture, dated
as of September 1, 1995 and an Eighth Supplemental Indenture, dated as of
______, 1996.
The Debentures are to mature on ________, 2016, and bear interest from
________, 1996 at the rate set forth in their title on the cover page of this
Prospectus Supplement, payable semi-annually, based upon a 360-day year
comprised of twelve 30-day months, on ________ and _______ in each year to the
registered owners thereof as of the close of business on the preceding
_________, or _______, as the case may be.
No sinking fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a "U.S. person" (as defined in the Prospectus).
Optional Redemption
The Debentures will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such Debentures and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
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thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus
10 basis points, plus in each case accrued interest thereon to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Debentures to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures. "Independent Investment Banker" means
one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business days, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Treasury Reference Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, CS First Boston Corporation, Lazard Freres & Co. LLC,
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption and the Debentures or portions thereof
called for redemption will cease to be outstanding and will only represent the
right to receive the redemption price plus accrued interest to the date of
redemption with respect to such Debentures. A holder of Debentures whose
Debentures are redeemed would have to reinvest the redemption price received
upon redemption of such holder's Debentures in a security paying interest at a
rate at least equal to the Treasury Rate plus 10 basis points and having a
term to maturity equal to the remaining term to maturity of the Debentures in
order to receive the same investment return that such holder anticipated
receiving on such holder's investment in Debentures. Various factors could
influence the Company's decision to redeem the Debentures or portions thereof,
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including market interest at the time of the decision and the Company's
financing needs and flexibility.
Book-Entry System
Upon issuance, the Debentures will be represented by one or more Global
Securities deposited with, or on behalf of, The Depository Trust Company, New
York, New York, which will act as Depositary with respect to the Debentures
(the "Depositary"). The Global Securities representing the Debentures will be
registered in the name of the Depositary or its nominee. Except under the
circumstances described in the accompanying Prospectus under "Description of
Securities - Book-Entry System," the Debentures will not be issuable in
definitive form. So long as the Debentures are represented by one or more
Global Securities, the Depositary or its nominee will be considered the sole
owner or holder of the Debentures for all purposes under the Indenture, and
the beneficial owners of the Debentures will be entitled only to those rights
and benefits afforded to them in accordance with the Depositary's regular
operating procedures. See "Description of Securities - Book-Entry System" in
the Prospectus.
A further description of the Depositary's procedures with respect to
Global Securities is set forth in the accompanying Prospectus under
"Description of Securities - Book Entry System." The Depositary has confirmed
to the Company, the Underwriters and the Trustee that it intends to follow
such procedures with respect to the Debentures.
Same-Day Settlement and Payment
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. So long as the Debentures are represented by
Global Securities, all payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate
issuers is generally settled in clearinghouse or next-day funds. In contrast,
so long as the Debentures are represented by Global Securities registered in
the name of the Depositary or its nominee, the Debentures will trade in the
Depositary's Same-Day Funds Settlement System, and secondary market trading
activity in the Debentures will therefore be required by the Depositary to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the Debentures.
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<PAGE>
UNDERWRITING
Stephens Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriters") have each severally agreed, subject to the terms and
conditions of a Terms Agreement, with the Underwriting Agreement Basic
Provisions as Annex A thereto, among the Company and the Underwriters, to
purchase the principal amount of Debentures set forth below opposite their
respective names. The Underwriters are committed to purchase all of such
Debentures if any are purchased.
Principal
Name of Underwriter Amount
StephensInc...................................................$ 150,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..............150,000,000
Total................................................$ 300,000,000
The Underwriters have advised the Company that sales of Debentures to
certain dealers may be made at a concession not in excess of ____% of the
principal amount thereof, and that the Underwriters may allow, and such
dealers may reallow, discounts not in excess of ____% of the principal amount
of the Debentures on sales to certain other dealers. After the initial public
offering, the public offering price, concession and reallowance may be changed.
The Company has agreed to indemnify the several Underwriters against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended.
The Company does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriters that
they intend to make a market in the Debentures. The Underwriters are not
obligated, however, to make a market in the Debentures and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of, or trading markets for, the Debentures.
As of the date of this Prospectus Supplement, Stephens Group Inc., an
affiliate of Stephens Inc., owned 16,627,920 shares of the Common Stock of the
Company, constituting approximately 8.8% of the issued and outstanding voting
securities of the Company. Neither the Underwriters nor any other dealer will
confirm sales of Debentures to any accounts over which they exercise
discretionary authority without the prior written consent of the purchaser.
LEGAL OPINIONS
Legal matters in connection with the issuance and sale of the Debentures
will be passed upon for the Underwriters by Kutak Rock, 1650 Farnam Street,
Omaha, Nebraska 68102.
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Subject to Completion dated _______________, 1996.
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 $300,000,000 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 , 1996.
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No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus or the Prospectus Supplement, in connection with the offering
contemplated hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus, as it may be supplemented, does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than
the registered securities to which it relates. This Prospectus, as it may be
supplemented, does not constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus or the Prospectus Supplement, nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that the information contained or incorporated by reference herein or therein
is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
ALLTEL is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy statements,
and other information filed by the Company may be inspected and copied at the
public reference facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549, as well as the following SEC Regional
Offices: Suite 1300, 7 World Trade Center, New York, New York 10048; Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. In
addition, such information is available for inspection at the library of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and
at the offices of the Pacific Stock Exchange Incorporated, 301 Pine Street,
San Francisco, California 94104. Copies can be obtained from the SEC by mail
at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
The Company has filed with the SEC a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, "Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information contained herein does not purport to be comprehensive and
should be read together with the information in the documents incorporated by
reference in this Prospectus.
There is hereby incorporated by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 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.
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Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may
be obtained upon written or oral request without charge by each person,
including any beneficial owner of any Security, to whom this Prospectus is
delivered, from ALLTEL Corporation, One Allied Drive, Little Rock, Arkansas
72202, telephone (501) 661-8000, Attn.: Investor Relations.
THE COMPANY
ALLTEL, a Delaware corporation, is a diversified telecommunications and
information services company. The Company owns subsidiaries or investments
that provide wireline local and network access service, cellular telephone,
wide-area paging and fiber optic-based long-distance telephone service, and
information processing management services and advanced applications
software. Telecommunications products and electronic and electric wire and
cable are warehoused and sold by the Company's distribution subsidiaries. The
Company also publishes telephone directories for affiliates and other
independent telephone companies. 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 operating subsidiaries provide local service to
over 1.6 million customer lines through 597 exchanges in 15 states. The
telephone operating subsidiaries also offer facilities for private line, data
transmission and other communications services.
The Company expects to complete the sale of its Nevada telephone
properties to Citizens Utilities Company in early 1996. Once completed, this
transaction will result in the Company's telephone operating subsidiaries
serving approximately 1.6 million access lines in 14 states.
Cellular Operations
ALLTEL Mobile Communications, Inc. ("ALLTEL Mobile") provides cellular
mobile telephone service in various markets throughout the United States to a
wide array of customers. As cellular telephones have become increasingly
popular across broader segments of the population, ALLTEL Mobile has, in
addition to its traditional sales offices, opened retail outlets and located
retail centers in high traffic department stores, where customers can purchase
equipment and subscribe to ALLTEL Mobile services. Additionally, ALLTEL
Mobile operates wide-area computer-driven paging networks as a complementary
service to cellular telephones in Arkansas and Florida.
Information Services
ALLTEL Information Services, Inc. ("ALLTEL Information Services") 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 Information Services also
markets software worldwide to financial services, healthcare and
telecommunications companies operating their own information processing
departments.
ALLTEL Financial Information Services, Inc. markets software and services
that have been developed and improved continuously over the last 27 years and
are designed to fulfill substantially all of the retail information processing
and management information requirements of financial institutions. ALLTEL
Telecom Information Services, Inc. is primarily engaged in the development and
marketing of billing services and customer care software to telecommunications
service providers.
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ALLTEL Healthcare Information Services, Inc. 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 patient care information requirements of its users.
ALLTEL Mortgage Information Services, Inc. (the "Mortgage Division")
provides data processing and related computer 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 consultants, 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. The Mortgage Division'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.
Product Distribution Operations
ALLTEL Supply, Inc., with sixteen warehouses and fifteen counter-sales
showrooms across the United States, is a major distributor of
telecommunications equipment and materials. It supplies equipment to
affiliated and non-affiliated telephone companies, business systems suppliers,
railroads, governments, and retail and industrial companies. HWC Distribution
Corp., with nine warehouses throughout the United States, is a major supplier
of specialty wire and cable products.
In addition to its four principal business areas, ALLTEL operates
subsidiaries that publish telephone directories and provide cable television
service.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of Securities
to refinance existing indebtedness, to finance acquisitions, as opportunities
may arise, and for other general corporate purposes. Further details relating
to the uses of the net proceeds of any such offering will be set forth in the
applicable Prospectus Supplement. The Company expects to engage in additional
financing as needs arise.
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SELECTED FINANCIAL INFORMATION
(Dollars in Millions, except per share amounts)
The following table sets forth certain selected financial information
relating to the Company for the five year period ended December 31, 1995,
(See Note 1)
<TABLE>
<CAPTION>
===========================================================================================================
Year Ended December 31,
===========================================================================================================
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Total revenues and sales $1,872.0 $2,067.4 $2,321.9 $2,927.7 $3,109.7
Income before income taxes 299.1 357.3 449.9 436.5 571.8
Net Income 199.4 228.6 262.0 271.8 354.6
Fixed charges $106.1 $101.8 $109.6 $150.4 $154.7
Ratio of earnings to fixed
charges (2) 3.82 4.51 5.10 3.90 4.70
Long-term debt as a
percentage of total
capitalization (end of
period) 49.3% 44.5% 51.2% 53.7% 48.1%
<FN>
(1) On November 1, 1993, the Company purchased substantially all of the assets of the telephone
operations of GTE Corporation in the State of Georgia ("GTE Georgia"). This acquisition was
accounted for as a purchase, and accordingly, GTE Georgia's results have been included in the
Company's consolidated financial statements as of November 1, 1993. See Note 2 to Consolidated
Financial Statements in the Company's 1995 Annual Report to Stockholders for further information
regarding this acquisition.
(2) For the purpose of calculating this ratio, earnings consist of income before income taxes and
fixed charges. Fixed charges include interest on indebtedness and the portion of rental expense
representative of the interest factor.
</FN>
</TABLE>
<TABLE>
The following table sets forth the Company's capitalization as of December 31, 1995.
% of
Outstanding Capitalization
<S> <C> <C>
Long-term debt (including current maturities) $1,798.5 48.1%
Preferred stock, redeemable 7.1 .2
Preferred stock, non-redeemable 9.2 .2
Common equity 1,926.3 51.5
$3,741.1 100.0%
</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 book-entry system of The Depository Trust Company, New
York, New York (the "Depositary"), (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.
If appropriate, federal income tax consequences applicable to a series of
Securities will be described in the Prospectus Supplement relating thereto.
6
11
<PAGE>
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 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.
7
12
<PAGE>
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
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
8
13
<PAGE>
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 of 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
14
<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.
10
15
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Securities to or through underwriters and also may
sell the Securities directly to other purchasers or through agents. Only
underwriters named in the Prospectus Supplement are deemed to be underwriters
in connection with the Securities offered thereby.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the Securities, underwriters may receive
compensation from the Company or from purchasers of the Securities for whom
they may act as agents in the form of discounts, concessions, or commissions.
Underwriters and agents that participate in the distribution of the Securities
may be deemed to be underwriters, and any discounts or commissions received by
them and any profit on the resale of the Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation will be
described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters
and agents who participate in the distribution of the Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters or agents may be required to make in respect
thereof.
Unless otherwise indicated in the Prospectus Supplement, the Company
does not intend to list any of the Securities on a national securities
exchange. In the event the Securities are not listed on a national securities
exchange, certain broker-dealers may make a market in the Securities, but will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make a
market in the Securities or as to the liquidity of the trading market for the
Securities, whether or not the Securities are listed on a national securities
exchange. The Prospectus Supplement with respect to the Securities will state,
if known, whether or not any broker-dealer intends to make a market in the
Securities. If no such determination has been made, the Prospectus Supplement
will so state.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered will be set forth in the Prospectus Supplement.
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 February
19, 1996, as a group, 18,549 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, 1995, 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
16
<PAGE>
No person has been authorized to give any
information or to make any representation not
contained in this Prospectus Supplement or the
Prospectus and, if given or made, such information or ALLTEL
representation must not be relied upon as having been CORPORATION
authorized by ALLTEL Corporation or any Underwriter.
This Prospectus Supplement and the Prospectus do not
constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in % Debentures due
any jurisdiction to any person to whom it is unlawful , 2016
to make such offer in such jurisdiction. The delivery
of this Prospectus Supplement or the Prospectus at any
time does not imply that the information herein or
therein is correct at any time subsequent to their
respective dates.
TABLE OF CONTENTS
Page
PROSPECTUS SUPPLEMENT
Prospectus Supplement
Use of Proceeds.........................S-2 Stephens Inc.
Description of the Debentures...........S-2
Underwriting............................S-3 Merrill Lynch & Co.
Legal Opinions..........................S-4
Prospectus
Available Information.....................2
Incorporation of Certain Documents
by Reference..........................2
The Company ..............................3
Use of Proceeds...........................4
Selected Financial Information............5
Description of Securities.................6
Plan of Distribution.....................11
Legal Opinions...........................12
Experts..................................12
, 1996
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $103,448.28
Counsel Fees and Expenses 10,000.00
Fees and Expenses of Trustee 6,000.00
Printing and Engraving 23,000.00
Blue Sky Fees and Expenses 8,000.00
Accountants' Fees and Miscellaneous Expenses 9,000.00
Total $159,448.28
II-1
18
<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 29th of February, 1996.
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,
Chief Executive Officer,
(Joe T. Ford) and Director
*SCOTT T.FORD Executive Vice President
(Scott T. Ford) and Director
*DENNIS J. FERRA Senior Vice President and
(Dennis J. Ferra) Chief Financial Officer
*JOHN MUELLER Controller
(John M. Mueller)
*BEN W. AGEE Director
(Ben W. Agee)
*MICHAEL D. ANDREAS Director
(Michael D. Andreas)
*JOHN R. BELK Director
(John R. Belk)
*LAWRENCE L. GELLERSTEDT III Director
(Lawrence L. Gellerstedt III)
*W. W. JOHNSON Director February 29, 1996
(W. W. Johnson)
II-2
19
<PAGE>
Signature Title Date
*EMON A. MAHONY, JR. Director February 29, 1996
(Emon A. Mahony, Jr.)
*JOHN P. MCCONNELL Director
(John P. McConnell)
*JOSIE C. NATORI Director
(Josie C. Natori)
*JOHN E. STEURI Director
(John E. Steuri)
*CARL H. TIEDEMANN Director
(Carl H. Tiedemann)
*RONALD TOWNSEND Director
(Ronald Townsend)
*WILLIAM H. ZIMMER, JR. Director
(William H. Zimmer, Jr.)
*BY Francis X. Frantz February 29, 1996
(Francis X. Frantz, Attorney-in-Fact)
II-3
20
<PAGE>
EXHIBIT INDEX
Official
Exhibit Sequential
No. Description Page No.
1 - Form of Underwriting Agreement(2) 22
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,
No. 33-10808, 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 September 1, 1995 (incorporated
by reference to Registrant's Form S-3
Registration Statement No. 33-60669,
filed on August 31, 1995).
4(a)(ix) - Eighth Supplemental Indenture, dated
as of ___________, 1996 (2). 41
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 herein by
reference. 61
5 - Opinion of Rose Law Firm as to the legality
of the Securities to be issued(2). 66
12 - Statement Re Computation of Ratio of
Earnings to Fixed Charges (1).
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants(1).
23(b) - Consent of Counsel is contained in Opinion
of Counsel filed as Exhibit 5(2).
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). 68
(1) Previously Filed.
(2) Filed herewith.
21
Exhibit 1
ALLTEL CORPORATION
(a Delaware corporation)
Offering of up to $300,000,000
DEBT SECURITIES
UNDERWRITING AGREEMENT BASIC PROVISIONS
ALLTEL Corporation (the "Company") proposes to issue and sell up to
$300,000,000 aggregate principal amount of its debt securities under an
Indenture dated as of January 1, 1987 by and between the Company and Society
National Bank, as Trustee, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of
April 1, 1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture by and between the Trustee and the Company dated as of
March 1, 1991, a Fifth Supplemental Indenture, dated October 15, 1993, a Sixth
Supplemental Indenture, dated April 1, 1994, a Seventh Supplemental Indenture,
dated September 1, 1995 and an Eighth Supplemental Indenture dated [ ],
1996 (collectively, the "Indenture").
This is to confirm the arrangements with respect to the purchase of
debt securities from the Company by the Representatives and the several
Underwriters listed in the applicable terms agreement entered into between the
Representatives and the Company of which these Basic Provisions are Annex A
thereto (the "Terms Agreement"). The Terms Agreement, together with the
provisions hereof incorporated therein by reference, is herein referred to as
the "Agreement" and the debt securities subject to the Terms Agreement are
herein referred to as the "Securities." Terms defined in the Terms Agreement
are used herein as therein defined. If the Securities are to be purchased by
an underwriting syndicate, the term "Representatives" as used herein shall
mean the representatives of the members of the underwriting syndicate, and the
term "Underwriters" shall mean all the members of the underwriting syndicate,
including the Representatives. If the Securities are being purchased by one
or more underwriters and not by an underwriting syndicate, the terms
"Representatives" and "Underwriters" shall mean such underwriters. The terms
"Underwriters" and "Representatives" shall be interpreted in the singular or
plural, as appropriate in the context of the Terms Agreement.
22
<PAGE>
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 in respect of the
Securities and the offering thereof from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"), and
has filed such amendments thereto as may have been required to the date of the
Terms Agreement. Such registration statement, as so amended, and the
prospectus constituting a part thereof (including, in each case, all documents
incorporated therein by reference) as they are from time to time amended or
supplemented by the filing of documents pursuant to the Securities Act
(including the Prospectus Supplement, as defined below) or the Securities
Exchange Act of 1934, as amended (the "1934 Act")), are hereinafter called the
"Registration Statement" and the "Prospectus," respectively.
Section 1. Representations and Warranties of the Company. The
Company represents and warrants to the Representatives and each other
Underwriter named in the Terms Agreement as of the date thereof (the
"Representation Date") that:
(a) At the time the Registration Statement became
effective and as of the Representation Date, the Registration
Statement and the Prospectus complied with the provisions of the
Securities Act, the Trust Indenture Act of 1939 (the "1939 Act") and
the rules and regulations of the Commission thereunder (the
"Regulations"), and the Indenture was qualified under the 1939 Act.
At the time the Registration Statement became effective and as of the
Representation Date, the Registration Statement did not, and will not
during the period specified in Section 3(b), contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus, at the time the Registration
Statement became effective and as of the Representation Date, did
not, and will not during the period specified in Section 3(b),
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that none of the representations and
warranties in this subsection shall apply to statements in or
omissions from the Registration Statement or the Prospectus made in
reliance upon and in conformity with information furnished to the
Company in writing by an Underwriter expressly for use in the
Registration Statement or the Prospectus.
(b) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply at all times during the period
specified in Section 3(b) in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations") and, when read
together with the other information in the Prospectus, at the time
the Registration Statement became effective and as of the
Representation Date, did not, and will not during the period
specified in Section 3(b), include an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
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(c) The accountants who certified or who will certify
the financial statements included in the Registration Statement are,
or will be, with respect to the Company and its subsidiaries,
independent public accountants as required by the Securities Act and
the Regulations.
(d) The financial statements included in the
Registration Statement and Prospectus present fairly the financial
position of the Company and its consolidated subsidiaries as of the
dates indicated and the results of their operations for the periods
specified and have been prepared in conformity with generally
accepted accounting principles applied on a basis which is consistent
in all material respects during the periods involved, and the
supporting schedules included in the Registration Statement present
fairly the information required to be stated therein.
(e) Neither the Company nor any subsidiary has a
contingent liability which is material to the Company and its
subsidiaries considered as one enterprise and which is not disclosed
in the Registration Statement and Prospectus.
(f) Since the respective dates as of which information
is given in the Registration Statement and the Prospectus except as
may otherwise be stated therein: (i) there has not been any material
adverse change, nor does the Company have reason to believe that any
material adverse change will occur, in the condition, financial or
otherwise, of the Company and its subsidiaries considered as one
enterprise, or in the business, properties, operations, income or
business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of
business, (ii) neither the Company nor any of its subsidiaries has
entered into a transaction, other than transactions in the ordinary
course of business, which is material in relation to the Company and
its subsidiaries considered as one enterprise, (iii) there has not
been any dividend or distribution of any kind declared, paid or made
by the Company on its capital stock, other than normal cash
dividends, (iv) neither the Company nor any subsidiary has incurred
any liabilities or obligations (direct or contingent) which are
material to the Company and its subsidiaries considered as one
enterprise, except in the ordinary course of business, (v) there has
not been any change in the capital stock (other than by reason of the
exercise of stock options outstanding at the latest date as of which
information is given in the Registration Statement or the Prospectus,
the conversion of preferred stock or debentures outstanding at the
latest date as of which information is given in the Registration
Statement or the Prospectus, the issuance of shares pursuant to the
Company's employee stock purchase plan or employee stock ownership
plan), any material increase in the short-term indebtedness of the
Company and its subsidiaries or any increase in the long-term
indebtedness of the Company and its subsidiaries considered as one
enterprise (other than indebtedness incurred periodically pursuant to
the Company's $500,000,000 revolving credit agreement or pursuant to
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a loan program administered by the Rural Utilities Service), (vi) no
action, suit or proceeding, at law or in equity, is pending or, to the
knowledge of the Company, threatened against or affecting the Company
or any of its subsidiaries, and no proceedings are pending or, to the
knowledge of the Company, threatened against or affecting the Company
or any of its subsidiaries before or by any governmental commission,
board or other administrative agency, wherein an unfavorable decision,
ruling or finding would materially adversely affect the consummation
of this Agreement or the business, properties, operations, financial
condition, income or business prospects of the Company and its
subsidiaries considered as one enterprise, (vii) neither the Company
nor any of its subsidiaries has sustained a loss of, or damage to,
its properties (whether or not insured) which would materially
adversely affect the business, operations, financial condition,
income or business prospects of the Company and its subsidiaries
considered as one enterprise, and (viii) no labor disturbance by the
employees of the Company or any of its subsidiaries has arisen or
been threatened which might materially adversely affect the business,
operations, financial condition, income or business prospects of the
Company and its subsidiaries considered as one enterprise.
(g) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Delaware with full power and authority to own, lease and
operate its properties, to conduct its business as described in the
Registration Statement, to issue and sell the Securities and to enter
into and perform this Agreement; each subsidiary of the Company has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation
with full power to own, lease and operate its properties and conduct
its business as described in the Registration Statement; the Company
and each of its subsidiaries is duly qualified to transact business
and is in good standing in each of the jurisdictions in which the
conduct of its business or the ownership, leasing or operation of its
properties or the existence of an office requires such qualification,
except where the failure to so qualify would not have a material
adverse effect on the Company and its subsidiaries considered as one
enterprise; each subsidiary of the Company has municipal consents or
franchises, free from unduly burdensome restrictions which, together
with its corporate powers, are adequate to enable it to carry on its
operations in the territory served by the subsidiary; and all of the
issued and outstanding capital stock of each subsidiary of the
Company has been duly authorized and validly issued and is fully paid
and nonassessable, and the stock of such subsidiaries owned by the
Company is free and clear of any mortgages, pledges, liens,
encumbrances, claims or equities whatsoever (other than pledges of
stock of subsidiaries securing acquisition indebtedness not in excess
of $2,000,000).
(h) This Agreement has been duly authorized, executed
and delivered on behalf of the Company and is the valid and legally
binding obligation of the Company enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
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insolvency or other laws relating to or affecting enforcement of
creditors' rights and by general equity principles.
(i) The Securities have been duly authorized for
issuance and sale pursuant to this Agreement (or will have been so
authorized prior to their issuance) and, when issued, authenticated
and delivered pursuant to the provisions of this Agreement and of the
Indenture against payment of the consideration therefor in accordance
with this Agreement, the Securities will constitute valid and legally
binding obligations of the Company enforceable in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting
enforcement of creditors' rights and by general equity principles and
will be entitled to the benefits provided by the Indenture.
(j) The Company is not in violation of its certificate
of incorporation or bylaws, and neither the Company nor any of its
subsidiaries is in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in
any bond, debenture, note or other evidence of indebtedness or in any
contract, indenture, mortgage, loan agreement, lease, joint venture
agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which any of them or any of
their properties may be bound, or in violation of any material
statute, order, rule, regulation, writ, injunction or decree of any
government, governmental instrumentality or court, domestic or
foreign, and the compliance with the terms of this Agreement and the
Indenture, the incurrence of the obligations herein and therein set
forth and the consummation of the transactions herein and therein
contemplated will not violate the certificate of incorporation or
code of regulations or bylaws of the Company or any of its
subsidiaries or conflict with or result in a breach of or default in
the performance or observance of any obligation, agreement, covenant
or condition contained in any bond, debenture, note or other evidence
of indebtedness or any contract, indenture, mortgage, loan agreement,
lease, joint venture agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which
any of them or any of their properties may be bound or violate any
statute, order, rule, regulation, writ, injunction or decree of any
government, governmental instrumentality or court, domestic or
foreign.
(k) No approval of any court, governmental agency or
public regulatory body is necessary in connection with the issue and
sale of the Securities, except such as may be required under state or
federal securities or "blue sky" laws and such as have already been
received.
(l) There is no contract or document required to be
described in the Registration Statement, or to be filed as an exhibit
to the Registration Statement, which is not described or filed as
required.
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(m) The Company or a subsidiary has good title to all
of the properties and assets reflected in the consolidated balance
sheet of the Company included in the Registration Statement, except
properties and assets sold or otherwise disposed of in the ordinary
course of business after such date, subject to no mortgages, liens,
charges or encumbrances of any nature whatsoever other than as
disclosed in the Registration Statement (other than minor defects and
encumbrances customarily found in the case of properties of like size
and character which do not impair the use of such properties by the
Company or its subsidiaries).
Any certificate signed by any officer of the Company and delivered to
the Underwriters or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
Section 2. Purchase and Sale. The obligation of the Underwriters to
purchase, and the Company to sell, the Securities is evidenced by the Terms
Agreement. The Terms Agreement specifies the principal amount of the
Securities, the names of the Underwriters participating in the offering
(subject to substitution as provided in Section 11 hereof) and the principal
amount of Securities which each severally has agreed to purchase, the purchase
price to be paid by the Underwriters, the initial public offering price, if
any, of the Securities and any terms of the Securities not already specified
in the Indenture (including, but not limited to, designation, denominations,
current ratings, interest rates and payment dates, maturity and redemption
provisions and sinking fund requirements).
Payment of the purchase price for the Securities to be purchased by
the Underwriters shall be made, against delivery of the Securities through the
facilities of the Depository Trust Company (the "Depository"), at the offices
of Stephens Inc., Little Rock, Arkansas, at 9:00 a.m., Little Rock time, on
the third business day following the date of the Terms Agreement or at such
other place, time and date as the Representatives and the Company may agree
upon. (The date designated for the payment of the purchase price and the
delivery of the Securities is referred to herein as the "Closing Date").
Payment for the Securities shall be by federal wire transfer in same-day
funds. The Securities shall be delivered to the Underwriters in the form of
one or more global securities registered in the name of the Depository or its
nominee. For the purpose of expediting the checking of the Securities by the
Representatives, the Company agrees to make the Securities available to the
Depository not later than 12:00 noon, Little Rock time, on the business day
before the Closing Date.
Section 3. Covenants of the Company. The Company agrees that:
(a) Immediately following the execution of the Terms
Agreement, the Company will prepare a supplement to the Prospectus
(the "Prospectus Supplement") setting forth the principal amount of
Securities covered thereby and their terms not otherwise specified in
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<PAGE>
the Indenture, the names of the Underwriters participating in the
offering and the principal amount of Securities which each severally
has agreed to purchase, the names of the Underwriters, if any, acting
as co-managers in connection with the offering, the price at which
the Securities are to be purchased by the Underwriters from the
Company, the initial public offering price, if any, the selling
concession and reallowance, if any, and such other information as the
Representatives and the Company deem appropriate in connection with
the offering of the Securities. The Company will promptly transmit
copies of the Prospectus Supplement to the Commission for filing
pursuant to Rule 424 of the Regulations and will furnish to the
Underwriters named therein as many copies of the Prospectus and such
Prospectus Supplement as the Representatives shall reasonably request.
(b) If at any time when the Prospectus is required by
the Securities Act to be delivered in connection with sales of the
Securities any event shall occur as a result of which it is necessary
to further amend or supplement the Prospectus so that it does not
contain an untrue statement of material fact, or does not omit to
state a material fact necessary to make the statements therein, in
the light of the circumstances existing at the time it is delivered
to a purchaser, not misleading, or, if it shall be necessary at any
such time to amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the Securities
Act or the Regulations, the Company will promptly notify each
Underwriter and prepare and file with the Commission such amendment
or supplement, whether by filing documents pursuant to the 1934 Act
or otherwise, as may be necessary in order to make the Prospectus not
misleading or cause the Registration Statement to comply with such
requirements; provided that no such amendment or supplement will be
filed with the Commission without the prior consent of the
Representatives.
(c) During the period specified in Section 3(b), the
Company will notify each Underwriter immediately and confirm the
notice in writing (i) when any amendment to the Registration
Statement shall have become effective, (ii) of the transmission,
mailing or other delivery to the Commission for filing of any
supplement to the Prospectus or any document to be filed pursuant to
the 1934 Act, (iii) of the receipt of any comments from the
Commission with respect to the Registration Statement or the
Prospectus, (iv) of any request, written or oral, by the Commission
or any state securities regulatory authority for any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus or for additional information and (v) of the issuance by
the Commission or any state securities regulatory authority of any
stop order suspending the effectiveness of the Registration Statement
or of the initiation of any proceedings for that purpose. The
Company will make every reasonable effort to prevent the issuance by
the Commission or any state securities regulatory authority of any
stop order during the period specified in Section 3(b) and, if any
such stop order shall at any time be issued, to obtain the lifting
thereof at the earliest possible moment.
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(d) The Company will deliver to each Underwriter and to
counsel for the Underwriters, as soon as available, one signed copy
of the registration statement as originally filed and one signed copy
of all amendments thereto filed during the period specified in
Section 3(b) (in each case including all exhibits and other documents
filed therewith or incorporated by reference therein).
(e) During the period specified in Section 3(b), the
Company will deliver to the Underwriters, in accordance with the
Representatives' instructions, as many copies of the Prospectus as
the Underwriters may reasonably request.
(f) The Company, during the period specified in Section
3(b), will file promptly all documents required to be filed with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act; provided that such documents must be satisfactory to counsel for
the Underwriters.
(g) The Company will make generally available to its
security holders as soon as practicable, but not later than 90 days
after the close of the period covered thereby, an earnings statement
(in form complying with the provisions of Section 11(a) of the
Securities Act, which need not be certified by independent public
accountants) covering a period of 12 months commencing not later than
the first day of the calendar quarter following the effective date of
the Registration Statement.
(h) The Company will endeavor, in cooperation with the
Underwriters, to qualify the Securities for offering and sale under
the applicable securities laws of such jurisdictions as the
Representatives may designate; provided, however, that the Company
shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified. In
each jurisdiction in which Securities have been qualified as above
provided, the Company will make and file such statements and reports
in each year as are or may be reasonably required by the laws thereof.
(i) Between the date of the Terms Agreement and the
Closing Date, the Company will not, without the prior consent of the
Representatives, offer or sell, or enter into any agreement to sell,
any debt securities of the Company having an original maturity of one
year or more.
Section 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
expenses in connection with (i) the preparation, printing and filing of the
Registration Statement and Prospectus and the printing of this Agreement, the
Securities and the Indenture, (ii) the issuance and delivery of the Securities
to the Underwriters, including transfer agents' and registrars' fees, (iii)
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the fees and disbursements of the Company's counsel and accountants, (iv) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(h), including filing fees and the fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Memorandum, (v) the printing
and delivery to the Underwriters, in quantities as hereinabove stated, of
copies of the Registration Statement and any amendments thereto and of the
Prospectus and any amendments or supplements thereto and (vi) the printing and
delivery to the Underwriters of copies of the Blue Sky Memorandum to be
prepared by counsel for the Underwriters.
If this Agreement is cancelled by the Underwriters in accordance with
the provisions of Section 5 or by the Company in accordance with the
provisions of Section 6 or is terminated by the Underwriters in accordance
with the provisions of Section 10(b)(i) or is terminated by the Company in
accordance with the provisions of Section 10(a), the Company shall reimburse
the Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.
Section 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder to purchase and pay for Securities
on the Closing Date are subject to the accuracy, as of the date of the
Agreement and as of the Closing Date, of the representations and warranties of
the Company, to the performance by the Company of its obligations hereunder,
and to the following conditions:
(a) At the Closing Date (i) no stop order suspending
the effectiveness of the Registration Statement shall have been
issued under the Securities Act or proceedings therefor initiated or
threatened by the Commission, (ii) the rating assigned by any
nationally recognized securities rating agency to any debt securities
or preferred stock of the Company as of the date of the Terms
Agreement shall not have been lowered since the execution of such
Terms Agreement and (iii) there shall not have come to the attention
of the Representatives any facts that would cause the Representatives
to believe that the Prospectus, together with the Prospectus
Supplement, at the time it was required to be delivered to a
purchaser of the Securities, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order
to make the statements therein, in light of the circumstances
existing at such time, not misleading.
(b) At the Closing Date, the Underwriters shall have
received:
(1) The favorable opinion of the Rose Law
Firm, counsel for the Company, dated the Closing Date, in
form and substance satisfactory to counsel for the
Underwriters, to the effect that:
(i) the Company has been duly
organized and is validly existing as a corporation
in good standing under the laws of the State of
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Delaware, and has full corporate power and authority
to conduct the business in which it is engaged, to
own, lease and operate the properties used by it in
such business, to issue and sell the Securities and
to enter into and perform this Agreement;
(ii) this Agreement has been duly
authorized by, and duly executed and delivered on
behalf of, the Company;
(iii) the Indenture has been duly
authorized by, and duly executed and delivered on
behalf of, the Company, and constitutes the valid
and binding agreement of the Company, enforceable
in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or
other laws relating to or affecting enforcement of
creditors' rights and by general equity principles;
(iv) the Securities are in the form
authorized in the Indenture; the Securities have
been duly authorized by all necessary corporate
action and, when the Securities have been executed
and authenticated as specified in the Indenture and
delivered against payment pursuant to this
Agreement, will be valid and binding obligations of
the Company, enforceable in accordance with their
terms, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws relating to
or affecting enforcement of creditors' rights and
by general equity principles, and the holders of
the Securities will be entitled to the benefits of
the Indenture;
(v) the Indenture and the Securities
conform in all material respects to the
descriptions thereof in the Prospectus and the
applicable Prospectus Supplement;
(vi) the Indenture is qualified under
the 1939 Act;
(vii) no approval, authorization,
consent or order of, or registration or filing
with, any court, governmental agency or other
public board or body is legally required for the
issuance and sale of the Securities by the Company
or the performance of this Agreement by the
Company, except such as may be required under State
or federal securities or "blue sky" laws and such
as have already been received;
(viii) the Registration Statement is
effective under the Securities Act, and, to the
best of their knowledge, no stop order suspending
the effectiveness of the Registration Statement has
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been issued and no proceedings for a stop order are
pending or threatened under Section 8(d) of the
Securities Act;
(ix) at the time the Registration
Statement became effective and as of the date of
the Terms Agreement, the Company satisfied the
requirements under the Securities Act for use of a
Registration Statement on Form S-3, the
Registration Statement (other than the financial
statements included therein, as to which no opinion
need be rendered) complied as to form in all
material respects with the requirements of the
Securities Act, the 1939 Act and the Regulations
regarding registration statements on Form S-3 and
related prospectuses, and nothing has come to their
attention that would lead them to believe that the
Registration Statement, at the time it became
effective (or if an amendment to the Registration
Statement or an annual report on Form 10-K has been
filed by the Company with the Commission subsequent
to the effectiveness of the Registration Statement,
at the time of the most recent filing), and as of
the date of the Terms Agreement, contained an
untrue statement of a material fact or omitted to
state a material fact required to be stated therein
or necessary to make the statements therein not
misleading, or that the Prospectus, at the date of
the Terms Agreement and at the Closing Date,
contains an untrue statement of a material fact or
omits to state a material fact required to be
stated therein or necessary to make the statements
therein, in the light of the circumstances under
which they were made, not misleading;
(x) to the best of their knowledge,
there are no contracts, instruments or documents of
a character required to be described in the
Registration Statement or to be filed as exhibits
thereto other than those described or filed;
(xi) to the best of their knowledge,
there are no legal or governmental proceedings
pending or threatened of a character which should
be disclosed in the Registration Statement;
(xii) the statements in the Prospectus
under the caption "Description of Securities" have
been prepared or reviewed by them, are correct and
fairly present the information required to be set
forth with respect to the Securities;
(xiii) to the best of their knowledge,
each of the Company's subsidiaries has municipal
consents or franchises free from unduly burdensome
restrictions which, together with its corporate or
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charter powers, are adequate to enable it to carry
on its operations in the territory served by such
subsidiary; and
(xiv) neither the issuance and sale of
the Securities by the Company nor the execution,
delivery and performance of this Agreement will
conflict with or result in a breach of, or
constitute a default under, any of the terms,
conditions or provisions of any agreement or
instrument known to such counsel to which the
Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any
of their properties is bound.
(2) The favorable opinion of Kutak Rock,
counsel for the Underwriters, dated the Closing Date, with
respect to such matters as requested by the Underwriters.
As to matters of Delaware law, Kutak Rock may rely upon the
opinion of the Rose Law Firm.
(3) A certificate signed by any two of the
Chairman, President and Chief Executive Officer, a Senior
Vice President, Treasurer or the Controller of the Company,
dated the Closing Date, to the effect that (i) they have
carefully read the Registration Statement; (ii) as of the
date of the Terms Agreement, the Registration Statement and
the Prospectus did not contain an untrue statement of a
material fact and did not omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; (iii) since the effective
date of the Registration Statement, no event has occurred
which should have been set forth in an amendment or
supplement to the Prospectus but which has not been set
forth; and (iv) at the Closing Date, the representations and
warranties set forth in Section 1 of the Agreement are true
and correct.
(c) The Underwriters shall have received from Arthur
Andersen LLP, a letter, dated as of the Closing Date in form and
substance satisfactory to the Underwriters, to the effect that:
(i) they are independent certified public
accountants with respect to the Company and its subsidiaries
within the meaning of the Securities Act and the Regulations
and are in compliance with the requirements for the
qualification of accountants under Rule 2.01 of Regulation
S-X of the Regulations;
(ii) in their opinion, the audited financial
statements and supplemental schedules set forth in the most
recent annual report on Form 10-K filed by the Company
pursuant to Section 13 of the 1934 Act and covered by their
opinion in such annual report on Form 10-K included in the
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Registration Statement and the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the 1934 Act and the 1934 Act Regulations;
and
(iii) they confirm, as of the date of such
letter (or, with respect to matters involving changes or
developments since the respective dates as of which
specified financial information is given or incorporated in
the Prospectus, as of a date not more than five days prior
to the date of such letter), their conclusions and findings
with respect to the financial information and other matters
covered by its letter delivered to you and dated as of the
date of this Agreement.
(d) At the Closing Date, counsel for the Underwriters
shall have been furnished with such other documents, certificates and
opinions as they may reasonably require for the purpose of enabling
them to pass upon the issuance and sale of the Securities as herein
contemplated and related proceedings, or in order to evidence the
accuracy or completeness of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance
and sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Underwriters and counsel
for the Underwriters.
If any of the conditions specified in this Section shall not have
been fulfilled when as required by this Agreement to be fulfilled, this
Agreement and all obligations of the Underwriters hereunder may be cancelled
by the Underwriters by notifying the Company of such cancellation in writing
or by telegram at any time at or prior to the Closing Date, and any such
cancellation shall be without liability of any party to this Agreement to any
other party to this Agreement except as otherwise provided in this Agreement.
Section 6. Conditions of Company's Obligation. The obligation of
the Company to issue and sell the Securities at the Closing Date is subject to
the condition that on the Closing Date no stop order suspending the
effectiveness of the Registration Statement shall have been issued or
proceedings therefor initiated or threatened.
Section 7. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act, as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact included in the Registration
Statement (or any amendment thereto), or the omission or alleged
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omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material
fact included in any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading, unless such untrue statement or omission
or such alleged untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the
Company by an Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including
the fees and disbursements of counsel chosen by the Underwriters)
reasonably incurred in investigating, preparing or defending against
any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is
not paid under (i) or (ii) above.
(b) Each Underwriter severally agrees that it will indemnify and
hold harmless the Company, its directors, and each of its officers who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act to the same extent as
the indemnity contained in subsection (a) of this Section, but only with
respect to statements or omissions made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter expressly for
use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.
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<PAGE>
Section 8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 7 is for any reason held to be unenforceable by the indemnified
parties although it is applicable in accordance with its terms, the Company
and the Underwriters shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Company and one or more Underwriters in respect of
such offering in such proportions that the Underwriters shall be responsible
for that portion of the aggregate losses, liabilities, claims, damages and
expenses represented by the percentage that the underwriting discount
appearing on the cover page of the Prospectus Supplement relating to the
Securities bears to the public offering price appearing thereon and the
Company shall be responsible for the balance; provided, however, that no such
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each person, if any, who controls an Underwriter within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution
as such Underwriter and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Company.
Section 9. Representations, Warranties and Agreements To Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Company submitted
pursuant hereto shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of an Underwriter or any
controlling person of an Underwriter, or by or on behalf of the Company, and
shall survive delivery of any of the Securities to the Underwriters.
Section 10. Termination of Agreement. (a) The Representatives, by
notice to the Company, or the Company, by notice to the Representatives, may
terminate this Agreement without cause at any time prior to the time the
Securities are released by the Underwriters for sale.
(b) The Underwriters shall also have the right to terminate this
Agreement by notice to the Company at any time at or prior to the Closing Date
(i) if there shall have been, since the respective dates as of which
information is given in the Registration Statement and Prospectus, any
material adverse change in the consolidated condition of the Company,
financial or otherwise, except as referred to in the Registration Statement
and Prospectus, (ii) if there shall have occurred any outbreak of hostilities
or other national or international calamity or crisis the effect of which on
the financial markets of the United States shall be such as, in the
Representatives' judgment, makes it impracticable for the Underwriters to sell
the Securities, (iii) if trading in the Common Stock of the Company on the
New York Stock Exchange shall have been suspended or if trading generally on
the New York or American Stock Exchange shall have been suspended, or minimum
or maximum prices for trading shall have been fixed, or maximum ranges for
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<PAGE>
prices of securities shall have been required on the New York or American Stock
Exchange, by such exchange or by order of the Commission or any other
governmental authority having jurisdiction or (iv) if a banking moratorium
shall have been declared by either federal or New York authorities.
(c) If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as otherwise provided in this Agreement.
Section 11. Default. If any Underwriter shall fail at the Closing
Date to purchase the Securities which it is obligated to purchase hereunder
(the "Defaulted Securities"), the Representatives (or the Representative not
in default if the default is by a Representative) shall have the right, but
not the obligation, within 24 hours thereafter, to make arrangements for one
or more of the Underwriters not in default to purchase all, but not less than
all, of the Defaulted Securities upon the terms herein set forth; if, however,
the Representatives (or the Representatives not in default if the default is
by a Representative) shall not have completed such arrangements within such
24-hour period, then this Agreement shall terminate without liability on the
part of the Company or any Underwriter not in default, except as otherwise
provided in Section 4.
Nothing in this Section and no action taken pursuant to this Section
shall relieve a defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
In the event of a default by an Underwriter as set forth in this
Section, either the Representatives or the Company shall have the right to
postpone the Closing Date for a period of not exceeding five business days in
order that any required changes in the Registration Statement or Prospectus or
in any other documents or arrangements may be effected.
Section 12. Notices. Except as otherwise specifically provided
herein, all communications hereunder shall be in writing or by telegram and,
if to the Underwriters, shall be mailed or delivered to the Representatives
c/o Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention:
Mr. Michael Smith; if to the Company, shall be mailed or delivered to it at
One Allied Drive, Little Rock, Arkansas 72202, Attention: Mr. Francis X.
Frantz.
Section 13. Parties. This Agreement shall inure to the benefit of
and be binding upon the Company and any Underwriter who becomes a party hereto
and their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and the directors and officers referred to in Sections
8 and 9, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and said
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controlling persons, directors and officers and for the benefit of no other
person, firm or corporation. No purchaser of Securities from an Underwriter \
shall be deemed to be a successor by reason merely of such purchase.
Section 14. Governing Law. This Agreement shall be governed by the
internal laws of the State of Arkansas.
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<PAGE>
ALLTEL CORPORATION
(a Delaware corporation)
DEBT SECURITIES
TERMS AGREEMENT
Dated: [ ], 1996
ALLTEL Corporation
One Allied Drive
Little Rock, AR 72202
We, the underwriters named below (the "Underwriters"), understand
that ALLTEL Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell $300,000,000 aggregate principal amount of its unsecured debt
securities due [ ], 2016 (the "Securities"). Subject to the terms
and conditions set forth herein or incorporated by reference herein, and based
upon the representations and warranties incorporated by reference herein, the
Underwriters offer to purchase, severally and not jointly, the respective
principal amounts of Securities set forth below opposite their respective
names at the purchase price set forth below.
Principal Amount
Underwriter of Securities
Stephens Inc. $
Merrill Lynch & Co.
Total $ 300,000,000
The Securities shall have the terms described in the Preliminary
Prospectus Supplement with respect to the Securities dated [ ], 1996
and the following additional terms:
Interest rate: [ ]%
Initial public
offering price: [ ] ($300,000,000)
Purchase Price: [ ] ($ )
39
<PAGE>
All the provisions contained in the document attached as Annex A
hereto entitled "ALLTEL Corporation - Underwriting Agreement Basic Provisions"
are hereby incorporated by reference in their entirety herein and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document
are used herein as therein defined.
Please accept this offer no later than 3:00 p.m. (Little Rock,
Arkansas time) by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
STEPHENS INC.
MERRIL LYNCH & CO.
By Stephens Inc.
By:
Title:
Accepted:
ALLTEL Corporation
By:
Title:
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Exhibit 4(a)(ix)
ALLTEL CORPORATION
to
SOCIETY NATIONAL BANK,
AS TRUSTEE
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of March _____, 1996
Providing for Issuance of
$300,000,000 Principal Amount of
_____% Debentures due March 15, 2016
41
<PAGE>
THIS EIGHTH SUPPLEMENTAL INDENTURE (the "Eighth Supplemental
Indenture"), dated as of March 1, 1996, made and entered into by and between
ALLTEL CORPORATION, a corporation duly organized and existing under the laws
of the State of Delaware, with its principal offices located at One Allied
Drive, Little Rock, Arkansas (hereinafter referred to as the "Company"), and
SOCIETY NATIONAL BANK, a national banking association, as successor by merger
to AMERITRUST COMPANY NATIONAL ASSOCIATION, as trustee (hereinafter referred
to as the "Trustee").
WHEREAS, the Company has duly executed and delivered to the Trustee
an Indenture dated as of January 1, 1987 (hereinafter referred to as the
"Original Indenture"), as supplemented by a First Supplemental Indenture dated
as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental
Indenture dated as of October 1, 1993, a Sixth Supplemental Indenture dated as
of April 1, 1994, and a Seventh Supplemental Indenture dated as of September
1, 1995 (the Original Indenture and all supplemental indentures thereto being
hereinafter collectively, referred to as the "Indenture"), providing for the
periodic issuance of debt securities in series; and
WHEREAS, Section 2.02(a) of the Original Indenture provides for the
issuance of any Series (as defined in the Original Indenture) of Securities
(as defined in the Original Indenture) pursuant to a Board Resolution (as
defined in the Original Indenture) or by the execution and delivery to the
Trustee of an indenture supplemental to the Indenture authorized and approved
by the Board of Directors of the Company; and
WHEREAS, Section 2.01 of the Original Indenture provides that all
Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture; and
WHEREAS, the Company desires in and by this Eighth Supplemental
Indenture to provide for the creation and issuance of $300,000,000 principal
amount of ______% Debentures due March 15, 2016, (hereinafter referred to as
the "Debentures") in accordance with and under the terms and provisions of the
Indenture; and
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<PAGE>
WHEREAS, the Board of Directors of the Company has duly authorized
the execution and delivery of this Eighth Supplemental Indenture providing for
the issuance of the Debentures as herein provided; and
WHEREAS, all things necessary to make this Eighth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises and the purchase of
the Debentures by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Debentures:
ARTICLE ONE
Issuance of Debentures
Section 1.01. The Debentures hereby authorized to be issued under
this Eighth Supplemental Indenture and the Indenture shall be designated
"_____% Debentures due March 15, 2016." No more than $300,000,000 of the
Debentures shall be issued and authenticated hereunder (except for Debentures
issued and authenticated pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05
of the Original Indenture). The Debentures shall be issuable in authorized
denominations of $1,000 and integral multiples thereof and registered as to
principal and interest. The Debentures shall be dated the date of their
authentication and shall bear interest at the rate of ___________ percent
(_______%) per annum, payable semi-annually, based on a 360-day year comprised
of twelve 30-day months. The Company shall pay interest in such coin or
currency of the United States of America as is, as of the time of payment,
legal tender for the payment of public and private debts, and pay to the
Holders of the Debentures interest on said principal sum at the rate per annum
specified in the title of the Debentures, in like coin or currency, from the
March 15 or September 15 next preceding the date of authentication to which
interest has been paid (unless the date of authentication thereof is a March
15 or September 15 to which Interest has been paid, in which case from the
date of authentication; or unless the date of authentication thereof is on or
prior to September 15, 1996, in which case from March ____, 1996; or unless
the date of authentication thereof is between the close of business
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<PAGE>
on March 1 or September 1, as the case may be, and the following March 15 or
September 15, respectfully, in which case from such March 15 or September 15;
provided, however, that if the Company shall default in payment of the
interest due on such March 15 or September 15, then from the next preceding
March 15 or September 15, to which interest has been paid or, if no interest
has been paid on the Debentures, from March ______, 1996) semi-annually on
March 15 or September 15 in each year, until payment of said principal sum has
been made. The interest so payable on any March 15 or September 15 will,
subject to certain exceptions hereinafter referred to, be paid to the Holders
of the Debentures as of the close of business on the March 1 or September 1,
as the case may be, next preceding such March 15 or September 15 whether or
not such March 1 or September 1 is a business day. If and to the extent the
Company shall default in the payment of the interest on a March 15 or
September 15, such defaulted interest shall be paid to the Holders of the
Debentures as of a subsequent record date established by notice given by mail
by or on behalf of the Company to the Holders of the Debentures not less than
15 days preceding such subsequent record date, such subsequent record date not
to be less than five days preceding the date of payment of such defaulted
interest.
Transfers of Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee in Cleveland, Ohio, or
at such other location or locations as may be provided for pursuant to the
Indenture. The Debentures will be issued in fully registered form without
coupons in denominations of $1,000 and integral multiples thereof.
Section 1.02. The fully registered Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be in
substantially the following form:
Form of Fully Registered % Debentures
due March 15, 2016
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
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<PAGE>
No. _____________ $ _________
ALLTEL Corporation
_______% Debenture due March 15, 2016
ALLTEL Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"), for
value received, hereby promises to pay to ____________ , or registered
assigns, the principal sum of ___________ DOLLARS on March 15, 2016, at the
office or agency of the Company in the Borough of Manhattan, City of New York,
State of New York, or at such other location or locations as may be provided
for pursuant to the Indenture, in such coin or currency of the United States
of America which as of the time of payment is legal tender for the payment of
public and private debts, and to pay to the registered holder hereof, as
hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
March 15 or September 15, next preceding the date of authentication hereof to
which interest has been paid (unless the date of authentication is a March 15
or September 15 to which interest has been paid, in which case from the date
of authentication; or unless the date of authentication hereof is on or prior
to September 15, 1996 in which case from March ____, 1996; or unless the date
of authentication hereof is between the close of business on March 1 or
September 1, as the case may be, and the following March 15 or September 15,
respectively, in which case from such March 15 or September 15; provided,
however, that if the Company shall default in payment of the interest due on
such March 15 or September 15, then from the next preceding March 15 or
September 15, to which interest has been paid or, if no interest has been paid
on the Debentures, from March ____, 1996) semi-annually on March 15 or
September 15 in each year, until payment of said principal sum has been made.
The interest so payable on any March 15 or September 15 will, subject to
certain exceptions hereinafter referred to, be paid to the person in whose
name this Debenture is registered at the close of business on the March 1 or
September 1, as the case may be, next preceding such March 15 or September 15
whether or not such March 1 or September 1 is a business day. If and to the
extent the Company shall default in the payment of the interest on a March 15
or September 15, such defaulted interest shall be paid to the persons in whose
names the Debentures are registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the holders of
Debentures not less than 15 days preceding such subsequent record date, such
subsequent record date not to be less than five days preceding the date of
payment of such defaulted interest.
This _____% Debenture due March 15, 2016 is one of a duly authorized
issue of debentures (hereinafter called the "Debentures") of the series
hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called
the "Securities"), all issued or to be issued under and pursuant to an
Indenture, dated as of January 1, 1987, as supplemented by a First
Supplemental Indenture dated as of March 1, 1987, a Second Supplemental
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<PAGE>
Indenture dated as of April 1, 1989, a Third Supplemental Indenture dated as of
May 8, 1990, a Fourth Supplemental Indenture dated as of March 1, 1991, a
Fifth Supplemental Indenture dated as of October 1, 1993, a Sixth Supplemental
Indenture dated as of April 1, 1994 and a Seventh Supplemental Indenture dated
as of September 1, 1995 and an Eighth Supplemental Indenture dated as of
March ____, 1996 (said Indenture, as supplemented herein, referred to as the
"Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made
for a description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may as
between different series and within a given series mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events
of Default and may otherwise vary as in the Indenture provided. This Debenture
is one of a series designated as the _____ % Debentures due March 15, 2016 of
the Company issued in the aggregate principal amount of $300,000,000.
In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that in certain events such declaration and its consequences may be
rescinded and annulled by the holders of a majority in aggregate principal
amount of the Debentures. It is also provided in the Indenture that the
holders of a majority in aggregate principal amount of the Debentures at the
time may waive, on behalf of the holders of all of the Debentures, any
existing default with respect to the Debentures and its consequences, except a
default in the payment of the principal of or interest on any of the
Securities.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the
outstanding Securities of each Series to be affected (with each Series voting
as a class), to enter into supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying the rights of the holders of the
Securities without the consent of each Securityholder affected; provided,
however, that without the consent of the Securityholder affected, an amendment
or waiver may not reduce the amount of Securities whose holders must consent
to an amendment or waiver, or change the rate of or change the time for
payment of interest on any Security, or change the principal of or change the
fixed maturity of any Security, or reduce any premium payable upon the
redemption of any Security, or waive a default in the payment of principal of
and premium, if any, and interest on any Security, or make any Security
payable in money other than that stated in the Security, or impair the right
to institute suit for the enforcement of any payment on or with respect to any
Security.
Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of
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<PAGE>
(and premium, if any) and interest on this Debenture at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.
The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.
The Debentures will be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater
of (i) 100% of the principal amount of such Debentures and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, plus in each case accrued interest thereon to the date of
redemption. Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of Debentures to
be redeemed.
No Sinking Fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a 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 any 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.
Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the
terms of the Indenture but without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto. Upon any such registration of transfer, a new Debenture or
Debentures of authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat
the person in whose name this Debenture shall be registered upon the registry
books of the Company as the absolute owner of this Debenture (whether or not
this Debenture shall be overdue and notwithstanding any notation of ownership
or other writing hereon), for the purpose of receiving payment of or on
account of the principal or premium, if any, hereof, and interest due hereon
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Debenture registrar shall be affected by any notice to
the contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability on this Debenture to the extent of the sum or sums so
paid.
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No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Debenture, or for any claim based
hereon, or otherwise in respect hereof, or based on a or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
As provided in the Indenture, this Debenture shall for all purposes
be governed by and construed in accordance with the laws of the State of Ohio.
The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
executed by the Trustee referred to on the reverse hereof.
IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.
Dated:
ALLTEL CORPORATION
By:
Treasurer
[Corporate Seal]
Attest:
________________
Secretary
Form of Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.
SOCIETY NATIONAL BANK,
as Trustee
By:
Authorized Officer
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Section 1.03. Forthwith upon (i) the execution and delivery of
this Eighth Supplemental Indenture the Trustee, (ii) upon the execution and
delivery to it of $300,000,000 principal amount of the Debentures and (iii)
upon delivery to the Trustee of the items required by Sections 2.02 and 2.03
of the Original Indenture including, without limitation, the written Company
Order signed by any two of the Chairman of the Board of Directors, any Vice
Chairman of the Board of Directors, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary,
and the Controller of the Company, and without any further authorization or
action by the Company, shall authenticate and deliver the Debentures.
ARTICLE TWO
Registered Global Securities
Section 2.01. Definitions:
"Depositary" means, with respect to the Securities of any Series
issuable or issued in the form of one or more Registered Global Securities,
the person designated as Depositary by the Company pursuant to Section 2.02 of
this Eighth Supplemental Indenture until a successor Depositary shall have
become such pursuant to the applicable provisions of this Eighth Supplemental
Indenture, and thereafter "Depositary" shall mean or include each person who
is then a Depositary hereunder, and if at any time there is more than one
such person, "Depositary" as used with respect to the Securities of any such
Series shall mean the Depositary with respect to the Registered Global
Securities of that Series.
"Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
Series in accordance with Section 2.02 of this Eighth Supplemental Indenture,
and bearing the legend prescribed in Section 2.02 of this Eighth Supplemental
Indenture.
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Section 2.02. If the Company shall establish pursuant to Section
2.03 of this Eighth Supplemental Indenture that the Securities of a Series or
a portion thereof are to be issued in the form of one or more Registered
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Registered Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such Series issued in such form
and not yet canceled, (ii) shall be registered in the name of the Depositary
for such Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to the nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."
Each Depositary designated pursuant to Section 2.03 of this
Eighth Supplemental Indenture must, at the time of its designation and at all
time while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute
or regulation.
Section 2.03. (a) At or prior to the issuance of the Debentures
authorized to be issued under this Eighth Supplemental Indenture, or at or
prior to the issuance of any other Series of Securities under the Indenture or
this Eighth Supplemental Indenture, the following terms with respect to
Registered Global Securities may be established at the Company's discretion,
in addition to any and all terms established in accordance with Section 2.02
of the Original Indenture, pursuant to a Board Resolution or by an indenture
supplemental hereto:
(1) whether the Securities of the Series or any portion thereof
will be issuable as Registered Global Securities;
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(2) if the Securities of the Series are issuable in whole or in
part as one or more Registered Global Securities, the identity of the
Depositary for such Registered Global Security or Securities.
(b) If any of the foregoing terms are established pursuant to a
Board Resolution, the Company shall comply with the procedures and
requirements set forth in Section 2.02(b) of the Original Indenture.
Section 2.04. Notwithstanding any provisions of Section 2.08 of
the Original Indenture, unless and until it is exchanged in whole or in part
for Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depositary for such Series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such Series or a nominee of such successor
Depositary.
If at any time the Depositary for any Registered Global Securities of
any Series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under Section 2.02 of this Eighth Supplemental Indenture, the Company shall
appoint a successor Depositary eligible under Section 2.02 of this Eighth
Supplemental Indenture with respect to such Registered Global Securities. If
a successor Depositary eligible under Section 2.02 of this Eighth Supplemental
Indenture for such Registered Global Securities is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee, upon receipt
of the Company's order for the authentication and delivery of definitive
Registered Securities of such Series, will authenticate and deliver,
Registered Securities of such Series and tenor, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
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of such Registered Global Securities, in exchange for such Registered Global
Securities.
The Company may at any time and in its sole discretion determine that
any Registered Global Securities of any Series shall no longer be maintained
in global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company's order for the authentication and delivery of
definitive Securities of such Series, will authenticate and deliver,
Securities of such Series and tenor in definitive registered from without
coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in
exchange for such Registered Global Securities.
Any time the Registered Securities of any Series are not in the form
of Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 2.02 of this
Eighth Supplemental Indenture and the Trustee agrees to hold such Registered
Securities in safekeeping until authenticated and delivered pursuant to the
terms of this Indenture.
If established by the Company pursuant to Section 2.03 of this Eighth
Supplemental Indenture with respect to any Registered Global Security, the
Depositary for such Registered Global Security may surrender such Registered
Global Security in exchange in whole or in part for Registered Securities of
the same Series and tenor in definitive registered from on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service
charge,
(i) to the person specified by such Depositary new Registered
Securities of the same Series and tenor, of any authorized
denominations as requested by such person, in an aggregate principal
amount equal to and in exchange for such person's beneficial interest
in the Registered Global Security; and
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(ii) to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Registered Global Security and the
aggregate principal amount of Registered Securities authenticated and
delivered pursuant to clause (i) above.
Registered Securities issued in exchange for a Registered Global
Security pursuant to this Section 2.04 shall be registered in such names and
in such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the
Trustee. The Trustee or such agent shall deliver such Securities to or as
directed by the persons in whose names such Securities are so registered.
ARTICLE THREE
Redemption of the Debentures
Section 3.01. The Debentures will be redeemable as a whole or in part,
at the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Debentures and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 10 basis points, plus in each case accrued interest thereon to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Debentures to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures. "Independent Investment Banker" means
one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
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"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business days, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Treasury Reference Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, CS First Boston Corporation, Lazard Freres & Co. LLC,
Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption and the Debentures or portions thereof
called for redemption will cease to be outstanding and will only represent the
right to receive the redemption price plus accrued interest to the date of
redemption with respect to such Debentures.
ARTICLE FOUR
No Sinking Fund for the Debentures
Section 4.01. No sinking fund is provided for the Debentures.
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ARTICLE FIVE
Amendment
Section 5.01. Without the consent of each Holder of Debentures
affected, no amendment to or waiver of a right under, the Indenture or this
Eighth Supplemental Indenture shall change or alter the right of the Holders
of Debentures set forth in Section 9.02(a) of the Original Indenture.
ARTICLE SIX
Miscellaneous Provisions
Section 6.01. Except insofar as herein otherwise expressly
provided, all of the Provisions, terms and conditions of the Indenture shall
be deemed to be incorporated in, and made a part of, this Eighth Supplemental
Indenture; the Indenture as supplemented by this Eighth Supplemental Indenture
is in all respects ratified and confirmed; and the Indenture and this Eighth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument. Certain terms used herein are defined in the Indenture.
Section 6.02. Nothing in this Eighth Supplemental Indenture is
intended, or shall be construed, to give to any person or corporation, other
than the parties hereto and the Holders of the Debentures issued under and
secured by the Indenture and this Eighth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Eighth
Supplemental Indenture, or under any covenant, condition or provision herein
contained, all the covenants, conditions and provisions of this Eighth
Supplemental Indenture being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and of the Holders of the Debentures
issued and to be issued under the Indenture and this Eighth Supplemental
Indenture, and secured thereby. All covenants, promises and agreements in
this Eighth Supplemental Indenture contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.
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Section 6.03. This Eighth Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one instrument.
Section 6.04. This Eighth Supplemental Indenture, the Indenture
and the Debentures issued thereunder shall each be deemed to be a contract
made under the laws of the State of Ohio, and shall be construed for all
purpose in accordance with the laws of said State.
Section 6.05. If any provision of this Eighth Supplemental
Indenture limits, qualifies or conflicts with a provision which is required to
be included in this Eighth Supplemental Indenture by the Trust Indenture Act
of 1939, the required provision shall control.
Section 6.06. The Debentures constitute senior indebtedness of
the Company superior in right of payment to the Company's subordinated
indebtedness.
IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Eighth
Supplemental Indenture to be executed in its corporate name by its Chairman,
President and Chief Executive Officer and its corporate seal to be hereunder
affixed and to be attested by its Secretary, and SOCIETY NATIONAL BANK has
caused this Eighth Supplemental Indenture to be executed in its name by a Vice
President and its seal to be hereunto affixed and to be attested by an
Assistant Secretary, all as of the day and year first above written.
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ALLTEL CORPORATION
By:
Name: Joe T. Ford
Title: Chairman, President and
Chief Executive Officer
[Seal]
Attest:
By: _____________________
Name: Francis X. Frantz
Title: Secretary
SOCIETY NATIONAL BANK
By:
Name:
Title: Vice President
[Seal]
Attest:
By:______________________
Name:
Title: Assistant Secretary
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STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Joe T. Ford, to me known and known to me to be the Chairman,
President and Chief Executive Officer of ALLTEL CORPORATION, the Corporation
that executed the foregoing instrument, who acknowledged that he did sign and
seal said instrument as such officer for and on behalf of said corporation,
and that the same is his free act and deed as such officer, and the free
corporate act and deed of said ALLTEL CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
this ______ day of _________ , 1996.
__________________________________
Notary Public
[Notarial Seal}
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STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Francis X. Frantz, to me known and known to me to be the
Secretary of ALLTEL CORPORATION, the corporation that executed the foregoing
instrument, who acknowledged that he did sign and seal said instrument as such
officer for and on behalf of said corporation, and that the same is his free
act and deed as such officer, and the free corporate act and deed of said
ALLTEL CORPORATION.
IN WITNESS WHEREOF, l have hereunto set my hand and official seal
this ____ day of ___________ , 1996.
___________________________________
Notary Public
[Notarial Seal]
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STATE OF _________ )
) SS:
COUNTY OF ________ )
Personally appeared before me the undersigned, a Notary Public in and
for said County, ____________, ______________, and _________________,
____________ to me known and known to me to be Vice President and Assistant
Secretary, respectfully, of SOCIETY NATIONAL BANK, a national banking
association that executed the foregoing instrument, who severally acknowledged
that they did sign and seal said instrument as such officers for and on behalf
of said association, and that the same is their free act and deed as such
officers, and the free corporate act and deed of said SOCIETY NATIONAL BANK.
IN WITNESS WHEREOF, l have hereunto set my hand and official seal
this _____ day of _________, 1996.
___________________________________
Notary Public
[Notarial Seal]
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EXHIBIT 4(b)
Form of Fully Registered % Debentures
due March 15, 2016
(Form of Face of Security)
No. _____________ $ _________
ALLTEL Corporation
_______% Debenture due March 15, 2016
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
ALLTEL Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Company"), for
value received, hereby promises to pay to ____________ , or registered
assigns, the principal sum of ___________ DOLLARS on March 15, 2016, at the
office or agency of the Company in the Borough of Manhattan, City of New York,
State of New York, or at such other location or locations as may be provided
for pursuant to the Indenture, in such coin or currency of the United States
of America which as of the time of payment is legal tender for the payment of
public and private debts, and to pay to the registered holder hereof, as
hereinafter provided, interest on said principal sum at the rate per annum
specified in the title of this Debenture, in like coin or currency, from the
March 15 or September 15, next preceding the date of authentication hereof to
which interest has been paid (unless the date of authentication is a March 15
or September 15 to which interest has been paid, in which case from the date
of authentication; or unless the date of authentication hereof is on or prior
to September 15, 1996 in which case from March ____, 1996; or unless the date
of authentication hereof is between the close of business on March 1 or
September 1, as the case may be, and the following March 15 or September 15,
respectively, in which case from such March 15 or September 15; provided,
however, that if the Company shall default in payment of the interest due on
such March 15 or September 15, then from the next preceding March 15 or
September 15, to which interest has been paid or, if no interest has been paid
on the Debentures, from March ____, 1996) semi-annually on March 15 or
September 15 in each year, until payment of said principal sum has been made.
The interest so payable on any March 15 or September 15 will, subject to
certain exceptions hereinafter referred to, be paid to the person in whose
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name this Debenture is registered at the close of business on the March 1 or
September 1, as the case may be, next preceding such March 15 or September 15
whether or not such March 1 or September 1 is a business day. If and to the
extent the Company shall default in the payment of the interest on a March 15
or September 15, such defaulted interest shall be paid to the persons in whose
names the Debentures are registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the holders of
Debentures not less than 15 days preceding such subsequent record date, such
subsequent record date not to be less than five days preceding the date of
payment of such defaulted interest.
This _____% Debenture due March 15, 2016 is one of a duly authorized
issue of debentures (hereinafter called the "Debentures") of the series
hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called
the "Securities"), all issued or to be issued under and pursuant to an
Indenture, dated as of January 1, 1987, as supplemented by a First
Supplemental Indenture dated as of March 1, 1987, a Second Supplemental
Indenture dated as of April 1, 1989, a Third Supplemental Indenture dated as
of May 8, 1990, a Fourth Supplemental Indenture dated as of March 1, 1991, a
Fifth Supplemental Indenture dated as of October 1, 1993, a Sixth Supplemental
Indenture dated as of April 1, 1994 and a Seventh Supplemental Indenture dated
as of September 1, 1995 and an Eighth Supplemental Indenture dated as of March
____, 1996 (said Indenture, as supplemented herein, referred to as the
"Indenture"), duly executed and delivered between the Company and Society
National Bank, as Trustee (herein referred to as the "Trustee"), to which
Indenture and all indentures supplemental thereto, reference is hereby made
for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Securities. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may as between different series and within a given series mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Debenture is one of a series designated as the _____ %
Debentures due March 15, 2016 of the Company issued in the aggregate principal
amount of $300,000,000.
In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that in certain events such declaration and its consequences may be
rescinded and annulled by the holders of a majority in aggregate principal
amount of the Debentures. It is also provided in the Indenture that the
holders of a majority in aggregate principal amount of the Debentures at the
time may waive, on behalf of the holders of all of the Debentures, any
existing default with respect to the Debentures and its consequences, except a
default in the payment of the principal of or interest on any of the
Securities.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the
outstanding Securities of each Series to be affected (with each Series voting
as a class), to enter into supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying the rights of the holders of the
Securities without the consent of each Securityholder affected; provided,
however, that without the consent of the Securityholder affected, an amendment
or waiver may not reduce the amount of Securities whose holders must consent
to an amendment or waiver, or change the rate of or change the time for
payment of interest on any Security, or change the principal of or change the
fixed maturity of any Security, or reduce any premium payable upon the
redemption of any Security, or waive a default in the payment of principal of
and premium, if any, and interest on any Security, or make any Security
payable in money other than that stated in the Security, or impair the right
to institute suit for the enforcement of any payment on or with respect to any
Security.
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Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.
The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At
the office or agency to be maintained by the Company in the Borough of
Manhattan, City of New York, State of New York, or at such other location or
locations as may be provided for pursuant to the Indenture, and in the manner
and subject to the limitations provided in the Indenture, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations, without payments of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto.
The Debentures will be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater
of (i) 100% of the principal amount of such Debentures and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, plus in each case accrued interest thereon to the date of
redemption. Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each holder of Debentures to
be redeemed.
No Sinking Fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a 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 any 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.
Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the
terms of the Indenture but without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other governmental charge
incident thereto. Upon any such registration of transfer, a new Debenture or
Debentures of authorized denomination or denominations, for the same aggregate
principal amount, will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat
the person in whose name this Debenture shall be registered upon the
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registry books of the Company as the absolute owner of this Debenture (whether
or not this Debenture shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of or
on account of the principal or premium, if any, hereof, and interest due hereon
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Debenture registrar shall be affected by any notice to
the contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability on this Debenture to the extent of the sum or sums
so paid.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Debenture, or for any claim based
hereon, or otherwise in respect hereof, or based on a or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
As provided in the Indenture, this Debenture shall for all purposes
be governed by and construed in accordance with the laws of the State of Ohio.
The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
executed by the Trustee referred to on the reverse hereof.
IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.
Dated:
ALLTEL CORPORATION
By:
Treasurer
[Corporate Seal]
Attest:
________________
Secretary
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Form of Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.
SOCIETY NATIONAL BANK,
as Trustee
By:
Authorized Officer
5
65
Exhibit 5
February 29, 1996
ALLTEL Corporation
One Allied Drive
Little Rock, AR 72202
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to ALLTEL Corporation (the "Company") in
connection with the proposed issuance and sale by the Company of up to
$300,000,000 aggregate principal amount of debt securities (the "Debt
Securities") to be issued pursuant to the Indenture (the "Indenture") between
the Company and Society National Bank, as trustee (the "Trustee"). In
rendering the opinions expressed below, we are familiar with the actions taken
by the Company in respect thereof and have examined originals or certified or
attested copies of such certificates, records or documents as we have deemed
necessary for the purposes of this opinion.
We call your attention to the fact that the Indenture provides that
it is to be governed by and construed in accordance with the laws of the State
of Ohio. For purposes of our opinions expressed in paragraphs (2) and (3)
below, we have assumed, with your approval, that the Indenture would be
governed by and construed in accordance with the domestic substantive laws of
the State of Arkansas without giving effect to any choice or conflict of laws
rule or provision that would cause the application of the domestic substantive
laws of any other jurisdiction, and no opinion is expressed herein as to any
matter governed by any law other than such laws of Arkansas, the United States
of America and the General Corporation Law of the State of Delaware.
Based on the foregoing, we are of the opinion that:
(1) when the Board of Directors of the Company or a committee
designated thereby, or the authorized officers of the Company acting pursuant
to a delegation of authority to them by such a committee, has determined the
price and other terms and conditions relating to the issue and sale of the
Debt Securities, the Debt Securities will have been duly authorized by the
Company;
(2) upon the execution and delivery to the Trustee of a duly
executed written order of the Company, the Debt Securities will be issuable
under the terms of the Indenture; and
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ALLTEL Corporation
February 29, 1996
Page 2
(3) upon the execution, certification and delivery of the Debt
Securities in accordance with the authorizations referred to above and in
accordance with the Indenture (including full payment therefor), the Debt
Securities will be legally issued and binding obligations of the Company.
The opinion expressed in numbered paragraph (3) is qualified to the
extent that enforcement of the rights and remedies in the Indenture and the
Debt Securities referred to therein is subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
We understand that this opinion is to be used in connection with the
Company's Registration Statement on Form S-3 relating to the Debt Securities
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended. We consent to the filing of this opinion with and as
a part of said Registration Statement and the use of our name therein and in
the related Prospectus under the caption "Legal Matters."
Very truly yours,
ROSE LAW FIRM,
a Professional Association
By: /s/ Richard N. Massey
Richard N. Massey
67
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee Pursuant to
Section 305(b)(2)
SOCIETY NATIONAL BANK
(Exact name of Trustee as specified in its charter)
National Banking Association 34-0797057
(Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization if not a U.S.
national bank)
127 Public Square, Cleveland, Ohio 44114
(Address of principal executive (Zip Code)
offices)
Clive M. Nagy, 127 Public Square, Cleveland, OH 44114, 216/689-7549
(Name, address and telephone number of agent for service)
ALLTEL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Allied Drive
Little Rock, Arkansas 72202
(Address of principal executive (Zip Code)
offices)
Debt Securities in Series
(Title of the Indenture Securities)
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Item 1. General Information
Furnish the following information as to the trustee -
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
Item 2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
No responses are included for Items 3-15 of this Form T-1 because the Obligor
is not in default as provided under Item 13.
Item 16. List of Exhibits
List below all exhibits filed as a part of this statement of
eligibility.
1. Exhibit T1A(a) A copy of the Amended
Articles of Association
of Society National Bank
as now in effect.
2. Exhibit T1A(b) Certificate of Authority
of Trustee to Commence
Business.
3. Exhibit T1A(c) Authorization of the
Trustee to exercise
Corporate Trust Powers.
4. Exhibit T1B A copy of By-Laws of
Society National Bank as
now in effect.
5. Exhibit T1C A copy of each Indenture
referred to in Item 4.
Not Applicable.
6. Exhibit T1D The Trustee's consent
required by Section
321(b) of the Trust
Indenture Act of 1939.
7. Exhibit T1E A copy of the latest
report of condition of
the Trustee published
pursuant to law or the
requirements of its
supervising or examining
authority.
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8. Exhibit T1F A copy of any order
pursuant to which the
foreign trustee is
authorized to act as sole
trustee under indentures
qualified or to be
qualified under the Act.
Not Applicable.
9. Exhibit T1G Foreign trustees are
required to furnish a
consent to service of
process (on Form F-X).
Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Society National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cleveland, and State of Ohio on
the 22nd day of February, 1996.
SOCIETY NATIONAL BANK
By: /s/ James J. McGuire
James J. McGuire
Its: ExecutiveVice President
[Corporate Seal]
ATTEST:
By: /s/ Debra A. Kindred
Debra A. Kindred
Its: Assistant Secretary
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EXHIBIT T1A(a)
EXHIBIT A
SOCIETY NATIONAL BANK
AMENDED
ARTICLES OF ASSOCIATION
First. The title of this Association shall be Society National Bank.
Second. The main office of this Association shall be in Cleveland,
Ohio, County of Cuyahoga. The general business of this Association shall be
conducted at its main office and its branches.
Third. The Board of Directors of this Association shall consist of
not less than five nor more than twenty-five members, the exact number of
Directors within such minimum and maximum limits to be fixed and determined
from time to time by resolution of a majority of the full Board of Directors
or by resolution of the shareholders at any annual or special meeting
thereof. In accordance with 12 U.S.C. Section 72, each director, during the
full term of his or her directorship, shall own in his or her own right either
shares of capital stock of the Association the aggregate par value of which is
not less than $1,000 or an equivalent interest, as determined by the
Comptroller of the Currency, in any company which has control over the
Association within the meaning of 12 U.S.C. Section 1841. Unless otherwise
provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.
Fourth. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law, and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors.
Fifth. The amount of authorized capital stock of this Association
shall be One Hundred Ninety-two Million Four Hundred Sixty-two Thousand Five
Hundred Dollars ($192,462,500) divided into 1,924,625 shares of common stock
of the par value of One Hundred Dollars ($100) per share but said capital
stock may be increased or decreased from time to time, in accordance with the
provisions of the laws of the United States.
No holder of shares of capital stock of any class of this Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter
authorized, or to any obligations convertible into stock of this Association,
issued or sold, nor any right of subscription to any thereof other than such,
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if any, as the Board of Directors, in its discretion, may from time to time
determine and at such price as the Board of Directors may from time to time
fix.
This Association, at any time and from time to time, may authorize
and issue debt obligations, whether or not Subordinated, without the approval
of shareholders.
Sixth. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman. The Board of Directors
shall have the power to appoint one or more Vice Presidents and to appoint a
Cashier and such other officers and employees as may be required to transact
the business of this Association.
The Board of Directors shall have the power to define the duties of
the officers and employees of this Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs
of this Association; to make all Bylaws that it may be lawful for them to
make; and generally to do and perform all acts that it may be legal for a
Board of Directors to do and perform.
Seventh. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Cleveland,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.
Eighth. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
Ninth. The Board of Directors of this Association, or any
shareholders owning, in the aggregate, not less than 10 percent (10%) of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at his address as shown upon the books of this Association, except as to any
shareholder who has specifically waived notice of such meeting.
Tenth. (a) This Association shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from
time to time be amended, any person made or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact that
he is or was a director, officer, or employee of this Association, or is or
was serving at the request of this Association as a director, trustee,
officer, or employee of another association, corporation, partnership, joint
venture, trust, or other enterprise; in the case of a person serving at the
request of this Association, such request shall be evidenced by a resolution
of the Board of Directors or a duly-authorized committee thereof or by a
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writing executed by an officer of this Association pursuant to a resolution of
the Board of Directors or a duly-authorized committee thereof. In the case of
a merger into this Association of a constituent association which, if its
separate existence had continued, would have been required to indemnify
directors, officers, or employees in specified situations prior to the merger,
any person who served as a director, officer, or employee of the constituent
association, or served at the request of the constituent association as a
director, trustee, officer, or employee of another association, corporation,
partnership, joint venture, trust, or other enterprise, shall be entitled to
indemnification by this Association (as the surviving association) for acts,
omissions, or other events or occurrences prior to the merger to the same
extent he would have been entitled to indemnification by the constituent
association if its separate existence had continued. The indemnification
provided by this TENTH shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled by law or under these
Articles or the Bylaws, or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, trustee, officer, or employee and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
(b) Notwithstanding division (a) of this TENTH, no director, officer,
or employee of this Association shall be indemnified against expenses,
including attorney's fees, penalties or other payments incurred in an
administrative proceeding or action instituted by the Comptroller of the
Currency or other appropriate bank regulatory agency when such proceeding or
action results in a final order assessing civil money penalties against, or
requiring affirmative action of, such director, officer, or employee in the
form of payments to this Association.
(c) This Association may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit, or self-insurance on behalf of or for any person who is or was a
director, officer, employee, or agent of this Association, or is or was
serving at the request of this Association as a director, trustee, officer,
employee, or agent of another association, corporation, partnership, joint
venture, trust, or other enterprise, against any liability asserted against
him and incurred by him in any capacity, or arising out of his status as such,
whether or not this Association would have the power to indemnify him against
liability under the provisions of this TENTH or of the Ohio General
Corporation Law; provided, however, such insurance shall explicitly exclude
insurance coverage for a formal order assessing civil money penalties against
a director, officer, or employee of this Association as a result of an
administrative proceeding or action instituted by the Comptroller of the
Currency or other appropriate bank regulatory agency. Insurance may be
purchased from or maintained with a person in which this Association has a
financial interest.
(d) Expenses (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in division (a) of this
TENTH commenced or threatened against the director for any action or failure
to act as a director shall be paid by this Association, as they are incurred,
in advance of final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director in which he agrees
both (i) to repay the amount if it is proved by clear and convincing evidence
in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause
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injury to this Association or undertaken with reckless disregard for the best
interests of this Association and (ii) to reasonably cooperate with this
Association concerning the action, suit, or proceeding. The provisions of
this paragraph shall not apply if the only liability asserted against the
director in such action, suit, or proceeding is for (i) the payment of a
dividend or distribution, or the making of a distribution of assets to
shareholders, or the purchase or redemption of this Association's own shares,
contrary in any such case to law or these Articles of Association, or (ii) a
distribution of assets to shareholders during the winding up of the affairs of
the Association, on dissolution or otherwise, without the payment of all known
obligations of the Association, or without making adequate provision therefor.
Expenses (including attorney's fees) incurred by a director (to the extent the
expenses are not required to be advanced pursuant to the preceding paragraph),
officer, or employee in defending any action, suit, or proceeding referred to
in division (a) of this TENTH may be paid by this Association, as they are
incurred, in advance of final disposition of the action, suit, or proceeding,
as authorized by the Board of Directors in the specific case, upon receipt of
an undertaking by or on behalf of the director, officer, or employee to repay
the amount if it is ultimately determined that he is not entitled to be
indemnified by this Association.
(e) Notwithstanding division (d) of this TENTH, expenses, including
attorneys' fees, incurred by a present or former director, officer, or
employee of this Association in defending an administrative proceeding or
action instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency that seeks a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association, may be paid by this Association as they are
incurred in advance of the final disposition of the action, suit, or
proceeding, only in the event that:
(i) the Board of Directors of this Association, in good faith,
determines in writing that all of the following conditions
are met:
(A) the director, officer, or employee has a
substantial likelihood of prevailing on the merits;
(B) in the event the director, officer, or employee
does not prevail, he will have the financial
capability to reimburse this Association;
(C) all applicable laws and regulations affecting loans
to the director, officer, or employee will be
complied with in the event reimbursement is
required;
(D) payment of expenses by this Association will not
adversely affect this Association's safety and
soundness; and
(ii) the director, officer, or employee enters into an agreement
with this Association to repay such amount if:
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(A) such administrative proceeding or action instituted
by the Comptroller of the Currency or other
appropriate bank regulatory agency results in a
final order assessing civil money penalties
against, or requiring affirmative action of, such
director, officer, or employee in the form of
payments to this Association; or
(B) the Board of Directors of this Association finds
that the director, officer, or employee willfully
misrepresented factors relevant to the Board of
Directors' determination of conditions (A) or (B)
set forth in (i), above.
If at any time the Board of Directors of this Association
believes that any of the conditions set forth in (i) above
are no longer met, such expenses will no longer be paid by
this Association.
(f) Notwithstanding divisions (a) through (e) of this TENTH, all of
the provisions of this TENTH are subject to the authority of the Office of the
Comptroller of the Currency to direct a modification of a specific
indemnification by a national bank through appropriate administrative action.
Eleventh. These Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of this Association, unless the vote of the
holders of a greater amount of stock is required by law, and in that case by
the vote of the holders of such greater amount.
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The following text is extracted from the certificate. A copy of the
certificate is available upon request.
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.,
Whereas, satisfactory evidence has been presented to the
Comptroller of the Currency that "SOCIETY NATIONAL BANK OF
CLEVELAND", located in CLEVELAND, State of OHIO, has complied with
all provisions of the statutes of the United States required to be
complied with before being authorized to commence the business of
banking as a National Banking Association;
Now, therefore, I Ray M. Gidney, Comptroller of the Currency do
hereby certify that the above named association is authorized to
commence the business of banking as a National Banking Association.
In testimony whereof, witness my signature and seal
of office this 27th day of DECEMBER, 1955.
Seal
Charter No. 14761
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The following text is extracted from the certificate. A copy of the
certificate is available upon request.
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.
KNOW ALL MEN BY THESE PRESENTS:
That, First National Bank of Clermont County, Clermont, Ohio, being
merged with and into Society National Bank of Cleveland, Cleveland, Ohio,
effective as of the close of business March 21, 1980, under the charter of
Society National Bank of Cleveland and under the title "Society National Bank";
Now, Therefore, approval and consent are hereby given to the said
receiving association "Society National Bank", to operate the presently
existing branches of Society National Bank of Cleveland.
In Witness Whereof, I have hereunto set
my hand and official seal this 26th day
of March, 1980.
Seal John G. Helmann
Comptroller of the Currency
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The following text is extracted from the certificate. A copy of the
certificate is available upon request.
COMPTROLLER OF THE CURRENCY
TREASURY DEPARTMENT OF THE UNITED STATES
Washington, D.C.
WHEREAS, SOCIETY NATIONAL BANK, located in Cleveland, State of Ohio,
Being a National Banking Association, organized under the statutes of the
United States, has made application for authority to act as fiduciary
AND WHEREAS, applicable provisions of the statutes of the United States
Authorize the grant of such authority;
NOW THEREFORE, I hereby certify that the necessary approval has been
given and that the said association is authorized to act in all fiduciary
capacities permitted by such statutes.
IN TESTIMONY WHEREOF, witness my
signature and seal of Office this
twenty-first day of March, 1980.
Seal
Charter No. 14761
Comptroller of the Currency
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EXHIBIT T1B
The following Bylaws were adopted by the Board of Directors of Society
National Bank on July 16, 1992.
BYLAWS OF
SOCIETY NATIONAL BANK
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1.Annual Meeting. The annual meeting of shareholders for the election
of Directors, and the transaction of whatever other business may properly come
before the meeting, shall be held at the main office of the Bank, or such
other place authorized by the Board of Directors or the Chairman of the Board,
on the Thursday after the third Wednesday in January of each year, or such
other date authorized by the Board of Directors or the Chairman of the Board.
If, for any cause, the election of Directors is not held on that day, the
Board of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law, and
notice thereof shall be given in the manner herein provided for the annual
meeting.
Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Chairman of the Board, the President, the Board of Directors,
or by any shareholder or shareholders owning, in the aggregate, not less than
ten percentum (10%) of the stock of the Bank.
Section 3. Notice of Meeting. Unless otherwise provided by law, these
Bylaws, or the Articles of Association, a notice of the time, place, and
purpose of every annual meeting and every special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed not less than ten
days nor more than sixty days prior to the date of such meeting, to each
shareholder of record at such shareholder's address as shown upon the books of
the Bank. The attendance of any shareholder at a shareholder meeting without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice, shall be deemed a waiver by such shareholder of notice of such meeting.
Section 4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing, but no officer or employee of this Bank
may act as a proxy. Proxies shall be valid only for one meeting, to be
specified therein, and any adjournments of such meeting. Proxies shall be
dated and shall be filed in the Bank's records. The person appointed as proxy
need not be a shareholder. Unless the writing appointing a proxy otherwise
provides, the presence at a meeting of the person who appointed a proxy shall
not operate to revoke the appointment. Notice to the Bank, in writing or in
open meeting, of the revocation of the appointment of a proxy shall not affect
any vote or act previously taken or authorized by such proxy.
Section 5. Quorum: Adjournment. Except as may otherwise be provided by law,
at any meeting of the shareholders, the holders of shares entitling them to
exercise a majority of the voting power of the Bank present in person or by
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proxy shall constitute a quorum for such meeting; provided, however, that no
action required by law to be authorized or taken by a designated proportion of
the shares may be authorized or taken by a lesser proportion; provided,
further, that, if a quorum is not present, the holders of a majority of the
voting shares represented thereat may adjourn such meeting or any adjournment
thereof. If any meeting is adjourned, notice of such adjournment need not be
given if the time and place to which such meeting is adjourned are fixed and
announced at such meeting.
Section 6. Voting Power: Cumulative Voting. In voting on issues at meetings
of shareholders, except on the election of Directors, each shareholder shall
be entitled to one vote for each share of stock held. A majority of votes
cast shall decide each issue submitted to the shareholders at any meeting,
except in cases where by law or by the Articles of Association a larger vote
is required. In all elections of Directors, each shareholder shall have the
right to vote the number of shares owned by such shareholder for as many
persons as there are Directors to be elected, or to cumulate such shares and
give one candidate as many votes as the number of Directors multiplied by the
number of such shareholder's shares shall equal, or to distribute them on the
same principle among as many candidates as such shareholder chooses.
Section 7. Record of Shareholders and Votes. At any meeting of the
shareholders, a record showing the names of shareholders present and the
number of shares of stock held by each, the names of shareholders represented
by proxy and the number of shares held by each, and the names of the proxies
shall be made. This record also shall show the number of shares voted on each
action taken, including the number of shares voted for each candidate for the
Board of Directors. This record shall be included in the minute book of the
Bank.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Authority. The Board of Directors shall have power to manage and
administer the business and affairs of the Bank. Except as expressly limited
by law, all corporate powers of the Bank shall be vested in and exercised by
or under the authority of the Board of Directors.
Section 2. Number. The Board of Directors shall consist of not less than
five nor more than twenty-five members; the exact number within such minimum
and maximum limits shall be fixed and determined from time to time by
resolution of the full Board of Directors or by resolution of the shareholders
at any meeting thereof; provided, however, that a majority of the full Board
of Directors may not increase the number of Directors to a number which
exceeds by more than: (i) two the number of Directors last fixed and
determined by the shareholders where such number was fifteen or less, or (ii)
four the number of Directors last fixed and determined by the shareholders
where such number was sixteen or more.
Section 3. Election of Directors: Vacancies. The Directors shall be elected
at each annual meeting of shareholders or at a special meeting called for the
purpose of electing Directors. Any vacancy or vacancies occurring in the
Board of Directors, including vacancies created by an increase in the numbers
of Directors, shall be filled by appointment by the remaining Directors at any
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regular or special meeting of the Board, and any Director or Directors so
appointed shall hold office until the next election. Each person elected or
appointed a Director must take the oath of such office in the form prescribed
by the Comptroller of the Currency. No person elected or appointed a Director
shall exercise the functions of such office until he has taken such oath. The
Bank shall transmit evidence of such oath or oaths to the Comptroller of the
Currency.
Section 4. Term of Office: Resignations. Directors shall hold office until
the next annual meeting of shareholders or until their successors are elected
and have qualified, or until their earlier resignation, removal from office,
or death. Any Director may resign at any time by oral statement to that
effect made at a meeting of the Board of Directors, or in a writing to that
effect delivered to the Secretary or an Assistant Secretary of the Bank; such
resignation shall take effect immediately or at such other time as the
Director may specify at such meeting or in such writing. At a meeting of
shareholders called expressly for that purpose, any director or the entire
Board of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors. If permitted by law, the majority of the Board of Directors may
remove a director for cause.
Section 5. Organization Meeting. Following the annual meeting of
shareholders, the Directors-elect shall hold an organization meeting for the
purpose of appointing officers and transacting such other business as properly
may come before the meeting. Such organization meeting shall be held on the
day of the election or as soon thereafter as practicable and, in any event,
within thirty days thereof. Notice of such meeting need not be given if held
on the day of the election.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held, without notice, on the Thursday after the third Wednesday of
each month, at the main office of the Bank or at such other times and places
authorized by the Board of Directors, the Chairman of the Board, or in such
person's absence, a Vice Chairman of the Board. When any regular meeting of
the Board falls upon a holiday, the meeting shall be held on the next banking
business day unless the Board shall designate some other day.
Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, by the President, or at the request of
three or more Directors. Notice of special meetings, stating the time and
place thereof, and whether telephone or similar communications equipment will
be utilized, shall be given in person or by mailing, telephoning, or
telegraphing such notice at least 24 hours prior to the meeting; provided,
however, that attendance of any Director at such meeting without protesting,
prior to or at the commencement of the meeting, the lack of proper notice,
shall be deemed a waiver by such Director of notice of such meeting. Notice
of a meeting may be waived in writing or by telegram either before or after
such meeting. Unless otherwise indicated in the notice of the meeting, any
business may be transacted at such meeting.
Section 8. Quorum: Adjournment. A quorum of the Board of Directors shall
consist of a majority of the Directors then in office; provided that a
majority of the Directors then present at a meeting duly held, whether or not
a quorum is present, may adjourn such meeting from time to time. If any
meeting is adjourned, notice of such adjournment need not be given if the time
and place to which such meeting is adjourned are fixed and announced at such
meeting. At each meeting of the Board of Directors at which a quorum is
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present, all issues shall be determined by a majority vote of those present
except as otherwise expressly provided in these Bylaws or by law. A Director
cannot vote or otherwise act by proxy at a meeting of the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of Directors shall
elect or appoint a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, and such other officers as the Board may deem
necessary. The Chairman of the Board and the President shall be members of
the Board of Directors. The Board of Directors may delegate the authority to
appoint and dismiss officers to officers of the Bank or to a committee
composed of such officers. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity if the instrument is required to be executed,
acknowledged, or verified by two or more officers. The Board of Directors
shall approve the compensation of officers, except that the Board of Directors
may delegate to a committee of the Board of Directors, or to officers of the
Bank, authority for approving officers' compensation.
Section 2. Term of Office: Vacancies. The officers of the Bank shall hold
office until their successors are elected or appointed and qualified, except
in the case of resignation, dismissal or removal from office, or death. The
Board of Directors may dismiss or remove any officer at any time, with or
without cause, by a majority vote of the Directors then in office, without
prejudice to the contract rights of such officer; an election or appointment
of an officer shall not of itself create any contract rights. Any vacancy in
any office may be filled in the manner provided herein for the election or
appointment of office. The Board of Directors is not required to annually
elect or appoint officers.
Section 3. Chairman of the Board. The Chairman of the Board shall preside at
all meetings of shareholders and the Board of Directors. He also shall serve
the Bank in such capacity and perform such other duties as may be assigned to
him, from time to time, by the Board of Directors. In the absence of, or at
the direction of, the Chairman of the Board, the President, or such other
Director designated by the Chairman of the Board, shall preside at a meeting
of the shareholders or the Board of Directors, as the case maybe.
Section 4. President. The President shall have general executive powers over
the management and business of the Bank, subject to the direction of the Board
of Directors and the Chairman of the Board.
Section 5. Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors or as otherwise
provided for herein; the Board of Directors may authorize one of the Vice
Presidents to perform the duties of the President in the President's absence
or if the President is unable to act.
Section 6. Secretary. The Board of Directors shall appoint a Secretary or
other designated officer (who, in the absence of a Cashier, shall have all the
powers and duties of a Cashier) who shall be Secretary of the Board and of the
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Bank. The Secretary shall give or provide for giving of all notices required
by law or these Bylaws to be given, shall be custodian of the corporate seal,
records, documents, and papers of the Bank, shall keep accurate minutes of all
meetings covered by these Bylaws, and shall perform such other duties as may
be assigned from time to time by the Board of Directors.
Section 7. Other Officers. Other officers shall have such powers and duties
as may be assigned by the Board of Directors.
Section 8. Delegation of Duties. The Board of Directors is authorized to
delegate the assignment of the duties of any officer, to control the action of
the officers, and to require the performance of duties in addition to those
mentioned herein, to any other officer.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint an
Executive Committee which shall consist of the Chairman of the Board, the
President, and not less than three other Directors. Each member of the Board
of Directors who is not a member of the Committee shall be an alternate and,
at the request of the officer who is to preside at the meeting, may serve in
the place of any regular member who is unable to attend a committee meeting
for any reason. The Chairman of the Board shall preside at all meetings of
the Committee; if such officer is absent, a Vice Chairman shall preside. If
none of these officers is available, the President shall preside. If none of
the foregoing persons is available, the non-officer Director members of the
Executive Committee shall select a Director, who need not be an officer, to
preside.
Section 2. Powers of Executive Committee. The Executive Committee shall have
and may exercise, as far as permitted by law, all the powers and authority of
the Board of Directors and other committees of the Board of Directors between
meetings of such Board or such committees. At each meeting of the Board of
Directors, the minutes of all previous meetings of the Executive Committee not
theretofore submitted to the Board shall be presented for review and
ratification by the Board. Any action of the Board disapproving any prior
action of the Executive Committee shall not affect the rights of third parties
dealing with the Bank, if such rights have attached by virtue of action of the
Executive Committee within the scope of the corporate powers of the Bank.
Section 3. Other Committees. The Board of Directors may, by resolutions
adopted by a majority of the full Board, establish one or more other
committees; each committee shall consist of two or more members of the Board
of Directors which, to the extent provided in such resolution or resolutions
or in these Bylaws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Bank and may
have the power to authorize the seal of the Bank to be affixed to all papers
which may require it. Such committee or committees shall have such name or
names as may be stated in these Bylaws or as may be determined from time to
time by resolution adopted by the Board of Directors. The Board of Directors
may designate one or more Directors as alternate members of any committee, who
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may serve in the place of any regular member who is unable to attend a
committee meeting for any reason. Each committee shall keep regular minutes
of its meetings and present such minutes for review to the Board of Directors.
Section 4. Notice of Meetings. Meetings of the Board committees shall be
held at the principal office of the Bank in the City of Cleveland, or at such
other place as may be designated in the notice of the meeting at any time upon
call by the Chairman of the Board, the Vice Chairman of the Board, the
President, or the Chairman of the Committee. Notice of each such meeting
shall be given to each member of the Committee in person or by mailing,
telephoning, or telegraphing such notice at least 24 hours prior to the
meeting; provided, however, that attendance by any Director at such meeting,
without protesting prior to or at the commencement of such meeting, the lack
of proper notice shall be deemed a waiver by such Director of the notice of
such meeting. Notice of the meeting may be waived in writing or by telegram
by any member either before or after such meeting. Unless otherwise indicated
in the notice of the meeting, any business may be transacted at such meeting.
ARTICLE V
TRUSTS
Section 1. Trust Department. There shall be a department of the Bank known
as the Trust Department or similar name which shall perform the fiduciary
responsibilities of the Bank.
Section 2. Trust Department Files. There shall be maintained in the Trust
Department files containing all fiduciary records necessary to assure that its
fiduciary responsibilities have been properly undertaken and discharged.
Section 3. Trust Investments. Funds held in a fiduciary capacity shall be
invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the Bank
discretion in the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.
ARTICLE VI
RECORD DATES
The Board of Directors may fix, or authorize the Chairman of the Board or the
President to fix, a record date for any lawful purpose. The record date for
the purpose of the determination of the shareholders who are entitled to
receive notice of or to vote at a meeting of shareholders shall continue to be
the record date for all adjournments of such meeting. The Board of Directors
may close the share transfer books against transfer of shares during the whole
or any part of the period provided for in this Article, including the date of
the meeting of shareholders and the period ending with the date, if any, to
which the meeting is adjourned.
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ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Each holder of shares shall
be entitled to one or more certificates signed by the Chairman of the Board,
the President or a Vice President, and by the Secretary or an Assistant
Secretary. The signature of any of such officers of the Bank may be a
facsimile, engraved, stamped, or printed. In case any such officer whose
legal or facsimile signature has been placed upon such certificate ceases to
be such officer before the certificate is delivered, such certificate
nevertheless shall be effective in all respects when delivered.
Section 2. Transfer of Shares. Shares of the Bank shall be transferable upon
the books of the Bank by the holders thereof, in person, or by a duly
authorized attorney, upon surrender and cancellation of certificates for a
like number of shares of the same class, with duly executed assignment and
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of such signatures to such certificates and power of transfer
as the Bank or its agents may reasonably require.
Section 3. Corporate Seal. The following is an impression of the seal
adopted by the Board of Directors of the Bank.
(to be inserted)
Any officer shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same. Failure to affix the seal to any
instrument executed on behalf of the Bank shall not affect the validity of
such instrument unless such action is required by law.
ARTICLE VIII
BANKING HOURS
The main office and branch offices of the Bank shall be open for business upon
such days of the year and for such hours as the Board of Directors or the
officers of the Bank may from time to time determine.
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ARTICLE IX
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of the Bank shall be the calendar
year.
Section 2. Definitions. The word "person" wherever used in these Bylaws
shall be taken to mean and include individuals, partnerships, associations,
and corporations when the text so requires. "Vice President", as used in
these Bylaws, shall include Vice Chairman and such titles as Senior Executive
Vice President, Executive Vice President, and Senior Vice President. Words of
the singular number shall be taken to include the plural and those of the
plural number shall be taken to include the singular whenever appropriate.
Nouns and pronouns of the masculine gender shall include the feminine whenever
appropriate.
Section 3. Execution of Instruments. The Chief Executive Officer may from
time to time prescribe in writing the authority of the officers, employees,
and agents of the Bank with respect to the making, execution, and delivery in
the name and on behalf of the Bank of documents and instruments in writing
necessary to the transaction of its business, whether in a fiduciary capacity
or otherwise, and with respect to the approval orally, or by conduct other
than signing of agreements, of transactions in the name and on behalf of the
Bank necessary to the carrying out of the business of the Bank; provided,
however, that if the Chief Executive Officer fails to take such action, the
Board of Directors shall, by resolution, establish such authorities in
writing. Where any such resolution or any such writing has been certified by
the Secretary or an Assistant Secretary as to its full force and effect, any
instrument executed or transaction effected in conformity with such resolution
or such writing may be relied upon by any person. Authority granted to
officers, employees, and agents of the Bank, pursuant to this Section 3 shall
apply to all documents, instruments, and conduct relating to any entity for
which the Bank is successor in interest, whether by merger or otherwise.
Section 4. Use of Communications Equipment at Meetings. Members of the Board
of Directors may participate in regular or special meetings of the Board of
Directors, and members of committees appointed by the Board of Directors may
participate in regular or special meetings of those committees, through use of
conference telephone or similar communications equipment, as long as all
members participating in such meeting can hear one another.
Section 5. Action Without a Meeting. Any action which may be taken at a
meeting of the Bank's shareholders, Board of Directors, or committee of the
Board of Directors, may be taken without a meeting by the unanimous vote of
approval of, and in a writing or writings signed by, all of the Bank's
shareholders, Directors, or committee members, respectively, entitled to
notice of such meeting; such writing or writings shall be included in the
minute book of the Bank.
Section 6. Waivers of Notice. Any shareholder or Director may waive the
giving of any notice required to be given to him under these Bylaws.
Section 7. Telegram. Any action required or permitted to be taken hereunder
by telegram may be taken by telex, fax, or similar communication equipment.
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Section 8. Records. The Articles of Association, these Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
committees of the Board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by the
Secretary, an Assistant Secretary, or other officer appointed to act as
secretary of the meeting.
Section 9. Interest Rates and Assessments and Loans. The Bank may assess and
collect from borrowers interest at any rate agreed upon by the Bank and the
borrower as specified in the loan agreement. In addition to such interest,
the Bank may assess and collect any dues, fines, premiums, or other
assessments on loans made in such amount as may be agreed upon in the loan
agreement, including, but not limited to, the following: origination fees;
guarantee fees or charges for any insurance protecting a creditor against a
borrower's default or other credit loss; late, default, or delinquency
charges; deferment charges; annual or other periodic membership fees; charges
for returned checks and other forms of payment; overlimit charges; cash
advance fees; stop payment fees; ATM, electronic, or similar interchange
access fees; transaction fees; currency conversion charges; fees for
replacement of credit cards, access checks, or other access devices; minimum
charges; research charges; charges for providing documentation or other
evidence; credit, property, or other types of insurance premiums, including
premiums for insurance in lieu of perfecting a security interest; collection
costs; court costs; attorney's fees; applications fees; credit report fees;
investigation fees; commitment fees; finder's fees; broker fees; assumption
fees; processing fees; credit report fees; investigation fees; points; survey
and appraisal fees; title examination and report fees; title insurance
premiums; abstract of title fees; escrow fees; trustee fees; official fees and
taxes; filing and recording fees; fees for taking or releasing a security
interest; document preparation and notarization fees; prepayment fees.
ARTICLE X
AMENDMENTS
These Bylaws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the whole number
of the Directors.
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The following text is extracted from the certificate. A copy of the
certificate is available upon request.
BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM
Washington, D.C. December 17, 1958
Pursuant to authority rested in the Board of Governors of the Federal
Reserve System by the Act of Congress approved December 23, 1913, known as the
Federal Reserve Act, as amended, Society National Bank of Cleveland,
Cleveland, Ohio, has been granted the right to act, when not in contravention
of State or Local law as Trustee, Executor, Administrator, Registrar of stocks
and bonds, Guardian of estates, Assignee, Receiver, Committee of estates of
lunatics; or in any other fiduciary capacity, in which State banks, trust
companies, or other corporations which come into competition with national
banks are permitted to act under the laws of the State of Ohio. The exercise
of such rights shall be subject to regulations prescribed by the Board of
Governors of the Federal Reserve System.
Board of Governors of the Federal Reserve System
Attest: By:
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EXHIBIT T1D
Consent for Records of Governmental Agencies
to be Made Available to the Commission
The undersigned, Society National Bank, of Cleveland, Ohio pursuant to
Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the Board
of Governors of the Federal Reserve System, the Federal Reserve Banks, the
Treasury Department, the Comptroller of the Currency and the Federal Deposit
Insurance Corporation, under such conditions as they may prescribe, to make
available to the Commission such reports, records, or other information as
they may have available with respect to the undersigned as a prospective
trustee under an indenture to be qualified under the aforesaid Trust Indenture
Act of 1939 and to make through their examiners or other employees for the use
of the Commission, examinations of the undersigned prospective Trustee.
The undersigned also, pursuant to Section 321(b) of said Trust Indenture
Act of 1939, consents that reports of examination by the Federal, State,
Territorial or District authorities may be furnished by such authorities to
the Commission upon request therefor.
Dated this 22nd day of February, 1996.
SOCIETY NATIONAL BANK
By: /s/ James J. McGuire
James J. McGuire
Executive Vice President
[Corporate Seal]
ATTEST:
/s/ Debra A. Kindred
Debra A. Kindred
Assistant Secretary
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EXHIBIT T1E
<TABLE>
<CAPTION>
Legal Title of Bank: Society National Bank Call Date: 12/31/95 ST-BK: 39-1495 FFIEC 031
Address: 127 Public Square Page RC-1
City, State Zip: Cleveland, OH 44114-1306
FDIC Certificate No.: 1 7 5 3 4
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.
Schedule RC--Balance Sheet C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)........................................0081 1,286,539 1.a.
b. Interest-bearing balances(2).................................................................0071 6,979 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)..................................1754 98,269 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)................................1773 2,709,227 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold...........................................................................0276 740,573 3.a.
b. Securities purchased under agreements to resell..............................................0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)..........................................RCFD 2122 16,099,410 4.a.
b. LESS: Allowance for loan and lease losses....................RCFD 3123 370,159 4.b.
c. LESS: Allocated transfer risk reserve.........................RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income
allowance, and reserve (item 4.a minus 4.b and 4.c)..........................................2125 15,729,251 4.d.
5. Trading accounts.................................................................................3545 86,359 5.
6. Premises and fixed assets (including capitalized leases).........................................2145 335,053 6.
7. Other real estate owned (from Schedule RC-M).....................................................2150 2,927 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M).............................................................................2130 43,317 8.
9. Customers' liability to this bank on acceptances outstanding.................................... 2155 33,024 9.
10. Intangible assets (from Schedule RC-M)...........................................................2143 133,697 10.
11. Other assets (from schedule RC-F)................................................................2160 1,102,277 11.
12. Total assets (sum of items 1 through 11).........................................................2170 22,307,492 12.
<FN>
_________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</FN>
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EXHIBIT T1E
Legal Title of Bank: Society National Bank Call Date: 12/31/95 ST-BK: 39-1495 FFIEC 031
Address: 127 Public Square Page RC-2
City, State Zip: Cleveland, OH 44114-1306
FDIC Certificate No.: 1 7 5 3 4
Schedule RC-- Continued
Dollar Amounts in Thousands Bil Mil Thou
LIABILITIES
<S> <C> <C> <C>
13. Deposits
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I)................................................................................RCON 2200 13,319,463 13.a.
(1) Noninterest-bearing(1).....................................RCON 6631 3,349,827 13.a(1)
(2) Interest-bearing...........................................RCON 6636 9,969,636 13.a(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II)................................................................................RCFN 2200 1,579,906 13.b.
(1) Noninterest-bearing........................................RCFN 6631 0 13.b(1)
(2) Interest-bearing...........................................RCFN 6636 1,579,906 13.b(2)
14. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................................................RCFD 0278 2,145,317 14.a.
b. Securities sold under agreements to repurchase..........................................RCFD 0279 44,174 14.b.
15. a. Demand notes issued to the U.S. Treasury)..............................................RCON 2840 228,566 15.a.
b. Trading liabilities (from Schedule RC-D)...............................................RCFD 3548 87,240 15.b.
16. Other borrowed money:
a. With original maturity of one year of less.............................................RCFD 2332 774,971 16.a.
b. With original maturity of more than one year...........................................RCFD 2333 1,502,961 16.b.
17. Mortgage indebtedness and obligations under capitalized leases..............................RCFD 2910 10,451 17.
18. Bank's liability on acceptances executed and outstanding....................................RCFD 2920 33,024 18.
19. Subordinated notes and debentures...........................................................RCFD 3200 598,873 19.
20. Other liabilities (from Schedule RC-G)......................................................RCFD 2930 550,255 20.
21. Total liabilities (sum of items 13 through 20)..............................................RCFD 2948 20,875,201 21.
22. Limited-life preferred stock and related surplus............................................RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............................................RCFD 3838 0 23.
24. Common stock................................................................................RCFD 3230 206,863 24.
25. Surplus (exclude all surplus related to preferred stock)....................................RCFD 3839 512,776 25.
26. a. Undivided profits and capital reserves..................................................RCFD 3632 700,319 26.a.
b. Net unrealized holding gains (losses) on available for sale securities..................RCFD 8434 12,333 26.b.
27. Cumulative foreign currency translation adjustments.........................................RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27)...........................................RCFD 3210 1,432,291 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items
21, 22, and 28).............................................................................RCFD 3300 22,307,492 29.
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Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1995.................................................. ...... RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a
certified public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted
auditing standards by a certified public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by
a certified public accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
<FN>
_______________
(1) Includes total demand deposits and noninterest-bearing and savings deposits.
</FN>
</TABLE>
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