As filed with the Securities and Exchange Commission on February 23, 1996
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALLTEL Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 661-8000
(Address, including zip code, and telephone number, including area code,
of 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.___
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of each
class of Amount Proposed maximum Proposed maximum
securities to to be offering price aggregate Amount of
be registered registered per unit offering price registration fee
Debt Securities $300,000,000 100%* $300,000,000* $103,448.28
===============================================================================
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===============================================================================
<PAGE>
ALLTEL CORPORATION
Cross Reference Sheet for
Registration Statement on Form S-3
Items on Form S-3 Prospectus Caption or Location
1. Forepart of the Registration 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>
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.
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus or the Prospectus Supplement, in connection with the offering
contemplated hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus, as it may be supplemented, does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than
the registered securities to which it relates. This Prospectus, as it may be
supplemented, does not constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus or the Prospectus Supplement, nor any sale made
hereunder or thereunder shall, under any circumstances, create any
implication that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
ALLTEL is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy statements,
and other information filed by the Company may be inspected and copied at the
public reference facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549, as well as the following SEC Regional
Offices: Suite 1300, 7 World Trade Center, New York, New York 10048; Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. In
addition, such information is available for inspection at the library of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and
at the offices of the Pacific Stock Exchange Incorporated, 301 Pine Street,
San Francisco, California 94104. Copies can be obtained from the SEC by mail
at prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
The Company has filed with the SEC a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, "Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information contained herein does not purport to be comprehensive
and should be read together with the information in the documents
incorporated by reference in this Prospectus.
There is hereby incorporated by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
filed pursuant to the Exchange Act.
All documents filed by the Company after the date of this Prospectus
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, and prior
to the termination of the offering of the Securities, shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
2
<PAGE>
Copies of the above documents (excluding exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein) may
be obtained upon written or oral request without charge by each person,
including any beneficial owner of any Security, to whom this Prospectus is
delivered, from 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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<PAGE>
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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<PAGE>
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 Companys 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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<PAGE>
General
The Indenture does not limit the amount of Securities that can be issued
thereunder, and additional debt securities may be issued thereunder up to the
aggregate principal amount that may be authorized from time to time by, or
pursuant to a resolution of, the Company's Board of Directors or by a
supplemental indenture. Reference is made to the Prospectus Supplement for the
following terms of the particular series of Securities being offered thereby:
(i) the title of the Securities of the series; (ii) any limit upon the
aggregate principal amount of the Securities of the series; (iii) the date or
dates on which the Principal of the Securities of the series will be payable;
(iv) the rate or rates (or manner of calculation thereof), if any, at which
the Securities of the series will bear interest, the date or dates from which
any such interest will accrue and on which such interest will be payable, and,
with respect to Securities of the series in registered form, the record date
for the interest payable on any interest payment date; (v) the place or places
where the Principal of and interest, if any, on the Securities of the series
will be payable; (vi) any redemption or sinking fund provisions; (vii) if
other than the principal amount thereof, the portion of the principal amount
of Securities of the series that will be payable upon declaration of
acceleration of the maturity thereof; (viii) whether the Securities of the
series will be issuable in registered or bearer form, or both, any
restrictions applicable to the offer, sale, or delivery of Securities in
bearer form ("bearer Securities") and whether and the terms upon which bearer
Securities will be exchangeable for Securities in registered form ("registered
Securities") and vice versa; (ix) whether the Securities will be issued in the
form of one or more "Global Securities" through the 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.
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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.
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
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<PAGE>
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 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
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<PAGE>
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
<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
<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
<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
Fees and Expenses of Trustee
Printing and Engraving
Blue Sky Fees and Expenses
Accountants' Fees and Miscellaneous Expenses
Total
Item 15. Indemnification of Directors and Officers.
Article VII of the Amended and Restated Certificate of Incorporation of
ALLTEL (the "Certificate") provides for the indemnification of directors,
officers, agents, and employees for expenses incurred by them and judgments
rendered against them in actions, suits or proceedings in relation to certain
matters brought against them as such directors, officers, agents, and
employees, respectively. In accordance with Section 145 of the Delaware
General Corporation Law, Article VII of the Certificate requires ALLTEL to
advance expenses incurred by a director in a legal proceeding prior to final
disposition of the proceeding.
In addition, as permitted under the Delaware General Corporation Law,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under the indemnity agreements, ALLTEL will indemnify its directors and
officers to the fullest extent permitted or authorized by the Delaware
General Corporation Law, as it may from time to time be amended, or by any
other statutory provisions authorizing or permitting such indemnification.
Under the terms of ALLTEL's directors and officers liability and company
reimbursement insurance policy, directors and officers of ALLTEL are insured
against certain liabilities, including liabilities arising under the
Securities Act of 1933. ALLTEL will indemnify such directors and officers
under the indemnity agreements from all losses arising out of claims made
against them, except those based upon illegal personal profit, recovery of
short-swing profits, or dishonesty; provided, however, that ALLTEL's
obligations will be satisfied to the extent of any reimbursement under such
insurance.
The Delaware General Corporation Law permits a Delaware corporation to
indemnify directors, officers, employees, and agents under some
circumstances, and mandates indemnification under certain limited
circumstances. The Delaware General Corporation Law permits a corporation to
indemnify a director, officer, employee, or agent for fines, judgments or
amounts paid in settlement, as well as expenses in the context of actions
other than derivative actions, if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification against expenses incurred by a director,
officer, employee or agent in connection with his defense of a proceeding
against such person for actions in such capacity is mandatory to the extent
that such person has been successful on the merits. If a director, officer,
employee, or agent is determined to be liable to the corporation,
indemnification for expenses is not allowable, subject to limited exceptions
where a court deems the award of expenses appropriate. The Delaware General
Corporation Law grants express power to a Delaware corporation to purchase
liability insurance for its directors, officers, employees, and agents,
regardless of whether any such person is otherwise eligible for
indemnification by the corporation. Advancement of expenses is permitted, but
a person receiving such advances must repay those expenses if it is
ultimately determined that he is not entitled to indemnification.
II-1
12
<PAGE>
The Certificate provides for indemnification to the fullest extent
permitted by the Delaware General Corporation Law, as amended from time to
time. Under the Certificate, any expansion of the protection afforded
directors, officers, employees, or agents by the Delaware General Corporation
Law will automatically extend to ALLTEL's directors, officers, employees, or
agents, as the case may be.
Any underwriters or agents referred to in the agreement filed as Exhibit
1 to this registration statement will agree to indemnify the Registrant's
directors, its officers who signed the registration statement, and its
controlling persons against certain liabilities that might arise under the
Securities Act of 1933 from information furnished to the Registrant by or on
behalf of any such indemnifying party.
Item 16. Exhibits.
1* - Form of Underwriting Agreement.
4(a)(i) - Indenture between the Registrant and Ameritrust
Company National Association, Trustee, dated as
of January 1, 1987 (incorporated by reference
to Registrant's Form S-3 Registration
Statement, No. 33-10808, filed on December 16,
1986).
4(a)(ii) - First Supplemental Indenture, dated as of March
1, 1987 (incorporated by reference to
Registrant's Current Report on Form 8-K Report
dated March 6, 1987, 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.
4(b)* - Form of Security. The form or forms of Security
with respect to each particular series of
Securities registered hereunder that differs
from the form of Security filed herewith will
be filed as an exhibit to a Current Report on
Form 8-K and shall be deemed to be incorporated
herein by reference.
5* - Opinion of Rose Law Firm as to the legality of
the Securities to be issued.
12 - Statement RE Computation of Ratio of Earnings
to Fixed Charges.
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants.
23(b)* - Consent of counsel is contained in Opinion of
Counsel filed as Exhibit 5.
24(a) - Powers of Attorney.
24(b) - Resolutions of Board of Directors.
25* - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act
of 1939 of Society National Bank.
* To be filed by amendment.
II-2
13
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the Securities, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by section 10(a) (3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in
this registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon
Rule 430A and contained in the form of prospectus filed by the Registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time
it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of section 310 of
the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the
Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15 (other
than the insurance policies referred to therein), or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
II-3
14
<PAGE>
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on
the 23rd 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
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
*JOE T. FORD Chairman, President,
(Joe T. Ford) Chief Executive Officer,
and Director
*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 23, 1996
(W. W. Johnson)
II-5
16
<PAGE>
Signature Title Date
*EMON A. MAHONY, JR. Director February 23, 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 23, 1996
(Francis X. Frantz, Attorney-in-Fact)
II-6
17
<PAGE>
EXHIBIT INDEX
Official
Exhibit Sequential
No. Description Page No.
1 - Form of Underwriting Agreement(2)
4(a)(i) - Indenture between the Registrant and
Ameritrust Company National Association,
Trustee, dated as of January 1, 1987
(incorporated by reference to Registrant's
Form S-3 Registration Statement,
No. 33-10808, filed on December 16, 1986).
4(a)(ii) - First Supplemental Indenture dated as of
March 1, 1987 (incorporated by reference to
Registrant's Current Report on Form 8-K
dated March 6, 1987, 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).
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.
5 - Opinion of Rose Law Firm as to the legality
of the Securities to be issued(2).
12 - Statement Re Computation of Ratio of Earnings
to Fixed Charges (1). 19
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants(1). 20
23(b) - Consent of Counsel is contained in Opinion
of Counsel filed as Exhibit 5(2).
24(a) - Powers of Attorney(1). 21
24(b) - Resolutions of Board of Directors(1). 38
25 - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act
of 1939 of Society National Bank (2).
(1) Filed herewith.
(2) To be filed by Amendment.
18
EXHIBIT 12
<TABLE>
<CAPTION>
ALLTEL CORPORATION
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
Year Ended December 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Net income $199,426 $228,636 $262,017 $271,753 $354,616
Income tax provision 99,633 128,713 187,903 164,772 217,190
--------- --------- --------- --------- --------
Subtotal 299,059 357,349 449,920 436,525 571,806
--------- --------- --------- --------- --------
Fixed charges:
Interest charges 94,244 93,245 98,746 137,120 145,428
Interest factor of operating rents 11,882 8,579 10,902 13,274 9,307
--------- --------- --------- --------- --------
Total fixed charges 106,126 101,824 109,648 150,394 154,735
--------- --------- --------- --------- --------
Earnings, as adjusted $405,185 $459,173 $559,568 $586,919 $726,541
--------- --------- --------- --------- --------
Ratio of earnings to fixed charges 3.82 4.51 5.10 3.90 4.70
========= ========= ========= ========= ========
<FN>
Note: For purposes of this calculation, earnings consist of income before income taxes and fixed charges. Fixed
charges consist of interest on indebtedness and the portion of rental expense representative of the interest
factor.
</FN>
</TABLE>
19
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22,
1996, incorporated by reference in ALLTEL Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Little Rock, Arkansas
February 19, 1996
20
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
21
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Scott T. Ford
Name: Scott T. Ford
22
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
23
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ John M. Mueller
Name: John M. Mueller
24
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Ben W. Agee
Name: Ben W. Agee
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Michael D. Andreas
Name: Michael D. Andreas
26
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ John R. Belk
Name: John R. Belk
27
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Lawrence L. Gellerstedt III
Name: Lawrence L. Gellerstedt III
28
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ W. W. Johnson
Name: W. W. Johnson
29
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Emon A. Mahoney, Jr.
Name: Emon A. Mahoney, Jr.
30
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ John P. McConnell
Name: John P. McConnell
31
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Josie C. Natori
Name: Josie C. Natori
32
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ John E. Steuri
Name: John E. Steuri
33
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
34
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
35
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ William H. Zimmer, Jr.
Name: William H. Zimmer, Jr.
36
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a
Director or Officer, or both, of ALLTEL Corporation (the "Corporation"),
acting pursuant to authorization of the Board of Directors of the Corporation,
hereby appoints Joe T. Ford, Tom T. Orsini, Francis X. Frantz, and Jerry M.
Green, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a Director or Officer, or both, of the
Corporation, to sign a Registration Statement on Form S-3, and any amendments
(including post effective amendments) and supplements thereto, of the
Corporation to be filed with the Securities and Exchange Commission pursuant
to any applicable Rule under the Securities Act of 1933, as amended (the
"Act"), with respect to the issue and sale of not more than $300,000,000 in
aggregate principal amount of debt securities of the Corporation, the
underwriting of which may, but need not, be managed by Stephens Inc., and
generally to do and perform all things necessary to be done in connection with
the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd
day of February, 1996.
Signed: /s/ Francis X. Frantz
Name: Francis X. Frantz
37
EXHIBIT 24(b)
ALLTEL CORPORATION
Resolutions of the Board of Directors
January 25, 1996
Re: ALLTEL Corporation - $300,000,000
Maximum Amount Debt Refinancing
RESOLVED, that, the Corporation be, and it hereby is, authorized, subject to
the limitations set forth below, to create, issue, and sell, pursuant to the
Indenture entered into between the Corporation and Society National Bank
(formerly, Ameritrust Company National Association), Trustee, dated as of
January 1, 1987, as amended and supplemented to date (the "Indenture"), one or
more additional series of promissory notes or debentures ("Securities"), to be
issued in the maximum aggregate principal amount not exceeding $300,000,000,
at such times, in such forms, and in such principal amounts, to be for such
terms, to be payable on such dates, to bear interest at such rates per annum
and payable at such times, and to have such other terms, provisions, and
conditions, as may be determined and approved by the Chief Executive Officer
of the Corporation, in the manner provided below, the net proceeds of which
shall be applied first toward the prepayment of the principal and accrued
interest (including premium) payable on the Corporation's $200,000,000
principal amount 9.5% debentures due March 1, 2021.
RESOLVED FURTHER, that, subject to the foregoing limitations, the following
terms, provisions, and conditions respecting the Securities may be determined
and approved by the concurrence of the Chief Executive Officer of the
Corporation: (i) the types of Securities to be issued and the titles thereof,
(ii) the times as of which each series of Securities shall be issued, (iii)
the aggregate principal amount of each series of Securities to be issued,
(iv) the price at which each series of Securities are to be sold and the amount
of any discounts to be given or commissions to be paid to underwriters or
agents in conjunction therewith, (v) the length of the original term of each
series of Securities and the length of any mandatory or permissive extension
of such terms, (vi) the times at which the principal amount of each series of
Securities shall be payable, (vii) the rate of interest or the manner of
determining the rate of interest to be borne by each series of Securities to
be issued and the times at which such interest shall be payable, (viii) the
sinking fund requirements (if any) relating to each series of Securities and
the related redemption prices, (ix) the times at and conditions (if any)
pursuant to which the Corporation shall be permitted or shall be required to
redeem all or a portion of each series of Securities and the prices to be paid
therefor, and (x) any financial covenants to be imposed upon the Corporation
or its subsidiaries that are not contained in the Indenture.
RESOLVED FURTHER, that the officers of the Corporation be, and each of them
hereby is, authorized and directed, for and on behalf of the Corporation, to
prepare and file with the Securities and Exchange Commission (the "SEC"),
pursuant to the Securities Act of 1933, as amended (the "Act"), and any
applicable Rule thereunder including, without limitation, Rule 415, one or
38
<PAGE>
more registration statements on Form S-3 or such other form or forms as may be
applicable, and to do or cause to be done all acts and things necessary or
advisable to effect registration under the Act of up to $300,000,000 aggregate
principal amount of the Securities and to effect the qualification of the
Indenture, including any proposed supplemental indenture(s) thereto, under
the Trust Indenture Act of 1939, as amended.
RESOLVED FURTHER, that the Chief Executive Officer, any Senior Vice President,
the Secretary, any Assistant Secretary, and each other officer and director of
the Corporation who may be required to execute those registration statements
or any amendments thereto, be, and each of them hereby is, authorized and
directed to execute a power-of-attorney authorizing Joe T. Ford, Tom T. Orsini,
Francis X. Frantz, and Jerry M. Green, or any of them, as the Corporation's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, to execute, in the name, place, and stead of the
Corporation, the foregoing registration statement, any amendments thereto, and
all instruments necessary or appropriate in connection therewith, and to file
any such power-of-attorney with the SEC; and that the acts of such attorneys,
or any such substitutes, be, and they hereby are, authorized and approved.
RESOLVED FURTHER, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized and directed, for and on behalf of the
Corporation, to take any and all action necessary or appropriate to effect the
registration or qualification (or exemption therefrom) of the Securities under
the Blue Sky or securities laws of any State of the United States, any
district or territory of the United States, and any foreign nation in which
the offering is to be made and, in connection therewith, to execute,
acknowledge, verify, deliver, file, or cause to be published any applications,
reports, consents to service of process, and other documents that may be
required under such laws, and to take any and all further actions necessary or
appropriate in order to maintain any such registration, qualification, or
exemption for as long as may be necessary or required by law.
RESOLVED FURTHER, that if in any such State, district, territory, or foreign
nation a prescribed form of resolution is required for an application or other
instrument filed for the purpose of registering, qualifying, or obtaining an
exemption for the Securities, and if the appropriate officers of the
Corporation determine to make application for the registration, qualification,
or exemption in such State, district, territory, or foreign nation of the
Securities, each such resolution shall be deemed to have been, and hereby is,
adopted at this meeting, and the Secretary or an Assistant Secretary of the
Corporation is hereby authorized to certify the adoption of any such
resolution to be inserted in the minute book of the Corporation on pages next
following these resolutions and initialed by the Secretary or an Assistant
Secretary of the Corporation.
RESOLVED FURTHER, that the Corporation be, and it hereby is, authorized to
sell all or a portion of the Securities to or through one or more underwriters
selected by the Chief Executive Officer of the Corporation, or to sell all or
a portion of the Securities directly to other purchasers or through agents,
39
<PAGE>
with all such sales to be made pursuant to one or more underwriting, purchase,
or agency agreements.
RESOLVED FURTHER, that any and all Supplemental Indentures to the Indenture,
providing for the issuance of the Securities on the terms provided for herein,
be, and they hereby are, authorized and approved; that the Chief Executive
Officer, any Senior Vice President, the Secretary or any Assistant Secretary,
and the Treasurer of the Corporation be, and each of them hereby is, authorized
and directed to execute and deliver any such Supplemental Indenture in the name
and on behalf of the Corporation; and that the officers of the Corporation, or
any of them, be, and they hereby are, authorized and directed, for and on
behalf of the Corporation, to take all such action, and to execute and deliver
all such documents, as they may deem necessary or appropriate to carry into
effect the terms and provisions of any such Supplemental Indenture.
RESOLVED FURTHER, that, in accordance with the provisions of the Indenture,
the Chief Executive Officer and the Secretary, any Assistant Secretary, or the
Treasurer of the Corporation be, and they hereby are, authorized and directed,
for and on behalf of the Corporation, to execute, in person or by facsimile
signature, the Securities as registered debentures, either in denominations of
$1,000 or any integral multiple thereof and to have the corporate seal of the
Corporation affixed to the Securities; that the officers of the Corporation,
or any of them, be, and they hereby are, authorized and empowered, for and on
behalf of the Corporation, to deliver the Securities to the Trustee for
authentication; and that the Trustee be, and it hereby is, authorized and
requested to authenticate the Securities so executed and to deliver them on
the written order of the Corporation.
RESOLVED FURTHER, that the current or successor trustee under the Indenture,
and indentures supplemental thereto, including any and all Supplemental
Indentures, be, and it hereby is, appointed the agent of the Corporation to
keep books for the registration and transfer of ownership of the Securities
issued by the Corporation, when and as they shall be presented to the agent
for that purpose; and that such current or successor trustee be, and it hereby
is, appointed the agent of the Corporation to pay the interest due and to
become due on the Securities issued by the Corporation and the principal amount
thereof either at maturity of those Securities or upon the prepayment thereof
prior to maturity.
40
