As filed with the Securities and Exchange Commission on December 2, 1998
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) 905-8000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FRANCIS X. FRANTZ
Executive Vice President-External Affairs
One Allied Drive
Little Rock, Arkansas 72202
(501) 905-8111
(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* $83,400
===============================================================================
* 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>
Subject to Completion dated ____________, 1998
PROSPECTUS
ALLTEL CORPORATION
Debt Securities
ALLTEL Corporation ("ALLTEL") may offer and sell up to $300,000,000 in
principal amount of its debt securities on certain terms to be determined at a
later time. The debt securities will be unsecured and will rank equally with all
other unsecured and unsubordinated debt of ALLTEL.
The Prospectus Supplement which accompanies this Prospectus describes
the securities being offered, as well as the specific terms of the securities.
Those terms may include:
amount owed at maturity interest rate
the maturity date redemption terms
public offering price interest payment dates
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATOR BODY HAS APPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR TRUTHFULNESS OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ALLTEL may offer the securities in amounts, at prices and on terms
determined by market conditions at the time of offering. ALLTEL may sell the
securities through agents we select or through underwriters and dealers we
select. If we use agents, underwriters or dealers to sell the securities, ALLTEL
will name them and describe their compensation in a prospectus supplement.
--------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. ALLTEL
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
This Prospectus is dated _________________, 1998.
<PAGE>
You should rely only on the information contained in this
Prospectus, in the accompanying Prospectus Supplement and in material we file
with the Securities and Exchange Commission (the "SEC"). We have not authorized
anyone to provide you with information that is different. We are offering to
sell, and seeking offers to buy, the securities described in the Prospectus only
where offers and sales are permitted. The information contained in this
Prospectus, the Prospectus Supplement and our filings with the SEC is accurate
only as of its date, even though this Prospectus and the Prospectus Supplement
may be delivered or the debt securities may be sold to you at a later time.
TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents by Reference
The Company
Use of Proceeds
Selected Financial Information
Description of Securities
Plan of Distribution
Legal Opinions
Experts
AVAILABLE INFORMATION
ALLTEL Corporation has filed this Prospectus as part of a Registration
Statement on Form S-3 with the SEC. The Registration Statement contains
exhibits and other information that are not contained in this Prospectus. In
particular, the Registration Statement includes as exhibits copies of ALLTEL's
Indenture, its amendments to the Indenture, and a form of the debt security to
be issued. Descriptions in this Prospectus of the provisions of documents filed
as an exhibit to the Registration Statement or otherwise filed with the SEC are
only summaries of the documents' material terms. If you want a complete
description of the content of the documents, you should obtain the documents
yourself by following the procedures described below.
ALLTEL and its subsidiary, 360 Communications Company ("360"),
file annual, quarterly and special reports and other information with the SEC.
You may read and copy any document they file at the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549, at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World
Trade Center, 13th Floor, New York, New York 10048. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. You may
also read our SEC filings, including the complete Registration Statement and all
of the exhibits to it, through the SEC's web site at http://www.sec.gov. Copies
of materials relating to ALLTEL and 360 can also be inspected at the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and at the
Pacific Exchange Inc., 301 Pine Street, San Francisco, California 94101.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows ALLTEL to "incorporate by reference" information filed
with them, which means that ALLTEL can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this Prospectus. In addition, information
ALLTEL files with the SEC in the future will automatically update and supersede
information contained in this Prospectus and the accompanying Prospectus
Supplement. ALLTEL incorporates by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities we are
offering:
ALLTEL's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Form 10-K/A filed April 24,
1998;
ALLTEL's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
and
ALLTEL's Current Reports on Form 8-K dated March 16, 1998,
April 21, 1998, June 23, 1998, July 2, 1998, (as amended
by Form 8-K/A filed September 2, 1998), and December 2, 1998
ALLTEL will provide free copies of any of those documents, if you
write or telephone us at:
Investor Relations
One Allied Drive
Little Rock, Arkansas 72202
Telephone (501) 905-8999
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THE COMPANY
ALLTEL (also referred to as the "Company"), a Delaware corporation, is a
customer-focused information technology company that provides wireline and
wireless communications and information services. The Company owns subsidiaries
that provide local telephone, long-distance telephone, network access and
internet services, wireless communications, wide-area paging service, and
information processing management services and advanced applications software.
Telecommunications products are warehoused and sold by the Company's
distribution subsidiary. A subsidiary also publishes telephone directories for
affiliated and independent telephone companies. The Company's principal
executive offices are located at One Allied Drive, Little Rock, Arkansas 72202,
telephone (501) 905-8000.
The Merger
Effective July 1, 1998 and pursuant to an Agreement and Plan of Merger,
dated as of March 16, 1998, by and among ALLTEL, Pinnacle Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of ALLTEL ("Merger Sub"), and
360, Merger Sub merged into 360 (the "Merger") and 360
became a wholly-owned subsidiary of ALLTEL. As a result of the Merger, each
share of common stock, $0.01 par value, of 360 was converted into the
right to receive .74 of a share of ALLTEL common stock, $1.00 par value.
Communications
ALLTEL's wireline and wireless operations are combined into a single
organization to efficiently develop, deliver and support a broad range of
communication products and services in its geographically clustered markets
primarily located in the Southeast and Midwest United States. The Company's full
product array and geographic focus allows it to bundle various services
together and ALLTEL is now able to offer various combinations of wireline and
wireless telephone, long-distance, internet access, and paging services to its
customer base.
The Company utilizes a growing fiber optic network to link its markets
together, deploying advanced technology components such as ISDN, packet
switching, SS7, analog wireless, CDMA digital wireless and frame relay to
support leading-edge communication services.
The Company serves over 6 million communication customers and emphasizes
local market presence to attract and retain customers. ALLTEL's direct
distribution network consists of full service retail stores, outlets and kiosks
in high traffic malls and department stores and a direct sales force. Its
indirect distribution network utilizes nationally recognized and local dealers.
In addition, the Company offers centralized, 24-hour a day customer call and
service centers to facilitate timely response to customer inquiries and service
requests and to cross sell additional communications products and services to
its customer base.
Information Services
ALLTEL Information Services, Inc. ("ALLTEL Information Services") provides
a wide range of information processing services primarily to the financial
services 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 develops
and markets software worldwide to financial services and telecommunications
companies operating their own information processing departments. The principal
operating units of ALLTEL Information Services' business consist of the
Financial Services Division and the Telecommunications Division.
The Financial Services Division markets software and services that have
been developed and improved continuously over the last three decades and are
designed to fulfill substantially all of the retail and wholesale information
processing and management information requirements of financial institutions.
The Financial Services Division also provides data processing and related
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computer software and systems to financial institutions originating and/or
servicing single family mortgage loans. This division'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 Financial Services 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.
The Telecommunications Division is primarily engaged in the development and
marketing of billing services and customer care software, including its
state-of-the-art Virtuoso II billing and customer care product, to local
telephone, wireless and personal communications service (PCS) companies. In
addition, the Telecommunications Division provides data processing and
outsourcing services to both wireline and wireless telecommunications service
providers.
Product Distribution Operations
ALLTEL Supply, Inc., with warehouses and 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.
Other
ALLTEL also 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 debt, 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.
CERTAIN FINANCIAL INFORMATION
The following table sets forth certain restated financial information
for ALLTEL after giving effect to the Merger. You should read the following
table together with the consolidated financial statements and accompanying
notes of ALLTEL included in the documents under "AVAILABLE INFORMATION."
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<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
------------------------ ---------------------------------------------
(Dollars in millions) 1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues and sales $3,821 $3,363 $4,545 $4,239 $3,898
Income before income taxes $711 $771 $984 $579 $596
Net Income $374 $458 $589 $351 $353
Fixed charges $226 $216 $293 $262 $298
Ratio of earnings to fixed
charges (See note (e)) 3.94 4.34 4.18 3.03 2.92
Long-term debt as a
percentage of total
capitalization (end of
period) 54.6% 56.8% 57.9% 57.7% 63.0%
- ----------------
<FN>
(a) Net income for the nine months ended September 30,1998 includes pretax gains
of $296.2 million from the sale of certain investments, principally
consisting of the Company's investment in MCI WorldCom, Inc. common stock.
These gains increased net income by $179.8 million or $.65 per share. Net
income for the nine months ended September 30, 1998 also include $307
million of transaction costs and one-time charges related to the closing of
the Merger and to changes in a customer care and billing contract with a
major customer. The net income impact of these transaction and one-time
charges decreased net income $234.6 million or $.85 per share.
(b) Net income for both the nine months ended September 30, 1997 and for the
year ended December 31, 1997 include pretax gains of $209.7 million from the
sale of the Company's healthcare operations and from the sale of certain
investments, principally consisting of the Company's investment in MCI
WorldCom, Inc. common stock. These gains increased net income by $121.5
million or $.44 per share. Net income for both periods of 1997 also include
a pretax write-down of $16.9 million to reflect the fair value less cost to
sell the Company's wire and cable operations. This write-down decreased net
income $11.7 million or $.04 per share.
(c) Net income for 1996 includes pretax write-downs of $120.3 million to adjust
the carrying value of certain software and other assets. The write-downs
decreased net income $72.7 million or $.26 per share.
(d) Net income for 1995 includes pretax gains of $49.8 million from the sale of
certain wireline properties, partially offset by termination fees of $14.0
million incurred due to the early retirement of long-term debt and by an
additional pretax write-down of $5.0 million in the carrying value of the
Company's check processing operations. The net income impact of these
transactions increased net income $19.8 million or $.07 per share.
(e) The ratio of earnings to fixed charges was 2.54 and 2.81 for the years
ended December 31, 1994 and 1993, respectively. For purposes of this
calculation, earnings consist of the sum of income before income taxes and
adjustments for minority interests in consolidated subsidiaries and income
from equity investees, fixed charges, and distributed income of equity
investees less amounts for capitalized interest, preference security
dividend requirements of consolidated subsidiaries and the minority interest
in pretax income of subsidiaries that have not incurred fixed charges.
Fixed charges consist of interest on indebtedness, amortized expenses
related to indebtedness, the portion of rental expense representative of
the interest factor and preference security dividend requirements of
consolidated subsidiaries.
</FN>
</TABLE>
The following table sets forth the Company's capitalization as of
September 30, 1998.
% of
Outstanding Capitalization
----------- --------------
Long-term debt (including current maturities) $3,616 54.6%
Preferred stock, redeemable 5 .1
Preferred stock, non-redeemable 9 .1
Common equity 2,989 45.2
------ ------
$6,619 100.0%
====== ======
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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 will be issued under an Indenture ("Indenture") between
ALLTEL and Chase Manhattan Trust Company, National Association, Trustee
("Trustee"). Summaries of certain provisions of the Securities and the Indenture
follow. These summaries are not complete and are subject to 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.
General
The Indenture does not limit the amount of debt that can be issued
thereunder. The Indenture provides that 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. You should refer to the Prospectus Supplement for
the terms of the particular series of Securities being offered thereby
including:
o the title of the Securities of the series;
o any limit upon the aggregate principal amount of the Securities of
the series;
o the date or dates on which the Principal of the Securities of the
series will be payable;
o 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;
o the place or places where the Principal of and interest, if any, on
the Securities of the series will be payable;
o any redemption or sinking fund provisions;
o 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;
o 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;
o 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");
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o 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
o 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 an equal 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. Securities will be
issued in denominations of $1,000 and integral multiples thereof, and bearer
Securities will not be offered, sold, resold, or delivered to U.S. persons in
connection with their original issuance. For purposes of this Prospectus, "U.S.
person" means a citizen, national, or resident of the United States, a
corporation, partnership, or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
If appropriate, federal income tax consequences applicable to a series of
Securities will be described in the Prospectus Supplement relating thereto.
Book-Entry System
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 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.
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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 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.
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The Depositary has further advised the Company that the Depositary's
management is aware that some computer applications, systems, and the like for
processing data that are dependent upon calendar dates, including dates before,
on, and after January 1, 2000, may encounter "Year 2000 problems." The
Depositary has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
systems, as the same relate to the timely payment of distributions (including
principal and interest payments) to security holders, book-entry deliveries, and
settlement of trades within the depositary, continue to function appropriately.
This program includes a technical assessment and a remediation plan, each of
which is complete. Additionally, the Depositary's plan includes a testing phase,
which is expected to be completed within appropriate time frames.
However, the Depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom the Depositary licenses
software and hardware, and third party vendors on whom the Depositary relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. The Depositary has informed
its participants and other members of the financial community that it is
contacting (and will continue to contact) third party vendors from whom the
Depositary acquires services to: (i) impress upon them the importance of such
services being Year 2000 compliant: and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the Depositary is in the process of developing such
contingency plans as it deems appropriate.
According to the Depositary, the foregoing information with respect to the
Depositary has been provided to its participants and other members of the
financial community for informational purposes only and is not intended to serve
as a representation, warranty, or contract modification of any kind.
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).) No exchange of registered Securities for bearer Securities
will be made until the Company has notified the Trustee and the Registrar that,
as a result of such exchange, the Company would not suffer adverse consequences
under United States laws and regulations.
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
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does not apply to the creation, extension, renewal, or refunding of
purchase-money mortgages or liens, or other liens to which any property or asset
acquired by the Company is subject as of the date of its acquisition by the
Company, or to the making of any deposit or pledge to secure public or statutory
obligations or with any governmental agency at any time required by law in order
to qualify the Company to conduct its business or any part thereof or in order
to entitle it to maintain self-insurance or to obtain the benefits of any law
relating to workers' compensation, unemployment insurance, old age pensions, or
other social security, or with any court, board, commission, or governmental
agency as security incident to the proper conduct of any proceeding before it.
Nothing contained in the Indenture prevents a person directly or indirectly
controlling or controlled by, or under direct or 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:
o reduce the amount of Securities whose holders must consent to an
amendment or waiver;
o change the rate of or change the time of payment of interest on any
Security;
o change the principal of or change the fixed maturity of any Security;
o waive a default in the payment of the Principal of or interest on any
Security;
o make any Security payable in money other than that stated in the
Security;
o reduce any premium payable upon redemption of any Security; or
o 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 to:
o cure any ambiguity, defect, or inconsistency in the Indenture or in
the Securities of any series;
o 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;
o secure the Securities;
o provide for uncertificated Securities in addition to or in place of
certificated Securities;
o make any change that does not adversely affect the rights of any
Securityholder;
o 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
o 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.)
11
<PAGE>
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:
o 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
o 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.)
Events of Default
The following events are defined in the Indenture as "Events of
Default" with respect to a series of Securities:
o default in the payment of interest on any Security of such series for
90 days;
o default in the payment of the Principal of any Security of such
series;
o 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
o 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:
o such holder has previously given to the Trustee written notice of a
continuing Event of Default with respect to the Securities of such
series;
o 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;
o 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;
o the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and
12
<PAGE>
o 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.
PLAN OF DISTRIBUTION
The Company may sell the Securities to or through underwriters. The Company
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.
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 Friday, Eldredge & Clark, Little Rock,
Arkansas.
13
<PAGE>
EXPERTS
The consolidated financial statements of ALLTEL as of December 31, 1997,
and for each of the years in the three-year period ended December 31, 1997,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included in ALLTEL's
Report on Form 8-K filed December 2, 1998, and are incorporated herein by
reference, in reliance upon the authority of such firm as experts in accounting
and auditing in giving said reports. Such consolidated financial statements of
ALLTEL include the financial statements of 360, which were audited by other
independent auditors as discussed below.
The consolidated financial statements and schedule of 360 appearing
in the 360 1997 Form 10-K have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference which, as to certain equity investees of
360 (GTE Mobilnet of South Texas Limited Partnership, New York SMSA
Limited Partnership, Orlando SMSA Limited Partnership and Chicago MSA Limited
Partnership) is based in part on the reports of other independent auditors. The
financial statements and schedule of 360 referred to above are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $
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 expenses actually and reasonably incurred, as well as
fines, judgments and amounts paid in settlement 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
15
<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
March 1, 1996 (incorporated by reference to
Registrant's Form S-3 Registration Statement No.
333-01181, filed on February 29, 1996).
4(a)(x)* - Ninth Supplemental Indenture, dated as of
_____________, 1998.
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.
II-2
16
<PAGE>
5 - Opinion of Friday, Eldredge & Clark 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 Ernst & Young LLP.
23(c) - Consent of Arthur Andersen LLP.
23(d) - Consent of Arthur Andersen LLP.
23(e) - Consent of PricewaterhouseCoopers LLP.
23(f) - Consent of PricewaterhouseCooper LLP.
23(g) - 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 Chase Manhattan Trust Company, National
Association.
--------------
* To be filed by amendment.
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 (notwithstanding
the foregoing, any increase or decrease in volume of
securities (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" 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.
II-3
17
<PAGE>
(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. 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
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 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 2nd of
December, 1998.
ALLTEL CORPORATION
By *JOE T. FORD
---------------
(Joe T. Ford, Chairman
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 indicated on the 2nd of December, 1998.
Signature Title
--------- -----
*JOE T. FORD Chairman, Chief Executive Officer,
--------------------------- and Director
(Joe T. Ford)
*DENNIS E. FOSTER Vice Chairman and Director
------------------------------
(Dennis E. Foster)
*SCOTT T. FORD President, Chief Operating Officer,
------------------------------ and Director
(Scott T. Ford)
*DENNIS J. FERRA Senior Vice President and Chief
------------------------------ Administrative Officer
(Dennis J. Ferra) (Principal Financial Officer)
*JEFFERY R. GARDNER Senior Vice President- Finance
----------------------------- and Treasurer
(Jeffery R. Gardner) (Principal Accounting Officer)
*JOHN R. BELK Director
------------------------------
(John R. Belk)
*LAWRENCE L. GELLERSTEDT, III Director
------------------------------
(Lawrence L. Gellerstedt, III)
*CHARLES H. GOODMAN Director
------------------------------
(Charles H. Goodman)
*MICHAEL HOOKER Director
------------------------------
(Michael Hooker)
*W. W. JOHNSON Director
------------------------------
(W. W. Johnson)
II-5
19
<PAGE>
*EMON A. MAHONY, JR. Director
------------------------------
(Emon A. Mahony, Jr.)
*JOHN P. MCCONNELL Director
------------------------------
(John P. McConnell)
*JOSIE C. NATORI Director
------------------------------
(Josie C. Natori)
*FRANK E. REED Director
------------------------------
(Frank E. Reed)
*RONALD TOWNSEND Director
------------------------------
(Ronald Townsend)
*WILLIAM H. ZIMMER, JR. Director
------------------------------
(William H. Zimmer, Jr.)
*BY Francis X. Frantz
------------------------------
(Francis X. Frantz, Attorney-in-Fact)
II-6
20
<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
March 1, 1996 (incorporated by reference to
Registrant's Form S-3 Registration Statement
No. 333-01181, filed on February 29, 1996).
4(a)(x) - Ninth Supplemental Indenture, dated as of
____________, 1998 (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.
II-7
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<PAGE>
5 - Opinion of Friday, Eldredge & Clark as to the
legality of the Securities to be issued (1). 23-24
12 - Statement Re Computation of Ratio of Earnings
to Fixed Charges (1). 25
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants (1). 26
23(b) - Consent of Ernst & Young LLP (1). 27
23(c) - Consent of Arthur Andersen LLP (1). 28
23(d) - Consent of Arthur Andersen LLP (1). 29
23(e) - Consent of PricewaterhouseCoopers LLP (1). 30
23(f) - Consent of PricewaterhouseCoopers LLP (1). 31
23(g) - Consent of Counsel is contained in Opinion
of Counsel filed as Exhibit 5.
24(a) - Powers of Attorney (1). 32-48
24(b) - Resolutions of Board of Directors (1). 49-50
25 - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act of
1939 of Chase Manhattan Trust Company,
National Association(2).
- -------------
(1) Filed herewith. (2) To be filed by Amendment.
II-8
22
FRIDAY, ELDREDGE & CLARK
December 1, 1998
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to ALLTEL Corporation, a Delaware corporation
(the "Company"), in connection with a Registration Statement (the "Registration
Statement") on Form S-3 filed by the Company on the date hereof with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of Debt Securities
of the Company (the "Debt Securities").
The Debt Securities are to be issued from time to time under 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, a Seventh Supplemental Indenture dated as of September 1, 1995, an Eighth
Supplemental Indenture dated as of March 1, 1996, and a Ninth Supplemental
Indenture to be entered into (the "Ninth Supplemental Indenture"), between the
Company and Chase Manhattan Trust Company, National Association, as trustee (the
"Trustee") (such indenture as so supplemented the "Indenture").
The forms of the Indenture and the Debt Securities are filed or
incorporated by reference as exhibits to the Registration Statement.
23
<PAGE>
In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents and
certificates as we deemed necessary. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents. In addition, in rendering this opinion, we have assumed the
authorization, execution and delivery of the Indenture by all parties other than
the Company. As to any facts material to this opinion, we have, when relevant
facts were not independently established by us, relied upon the aforesaid
records, certificates and documents.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
(i) the Ninth Supplemental Indenture and the Debt Securities have been
duly authorized by the Company; and
(ii) when the Debt Securities have been duly executed and issued in
accordance with the provisions of the Indenture, and duly paid for by the
purchaser thereof in the manner and on the terms described in the Registration
Statement (after it is declared effective), all required corporate action of the
Company will have been taken with respect to the issuance and sale of the Debt
Securities, and the Debt Securities will have been validly issued and will
constitute a valid and binding obligation of the Company, enforceable in
accordance with their terms.
We are members of the Arkansas Bar and do not hold ourselves out as
experts on the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
our firm as are made therein.
Very truly yours,
/s/ FRIDAY, ELDREDGE & CLARK
24
<TABLE>
EXHIBIT 12
ALLTEL CORPORATION
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
-------------------------- ------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income taxes $711,361 $ 770,778 $ 984,025 $578,788 $595,516 $422,465 $391,324
Minority interests in consolidated
partnerships 77,569 69,595 87,966 80,073 62,014 40,970 17,347
Equity income in unconsolidated
partnerships (79,944) (68,452) (92,087) (77,500) (59,046) (39,230) (27,823)
Fixed charges 226,229 216,076 292,819 261,548 297,932 260,507 205,463
Distributed income of equity investees 46,478 27,447 51,834 33,910 41,089 23,227 13,103
-------- ---------- ---------- -------- -------- -------- --------
981,693 1,015,444 1,324,557 876,819 937,505 707,939 599,414
-------- ---------- ---------- -------- -------- -------- --------
Less: Interest capitalized (11,580) (6,830) (10,849) (3,341) (5,050) (3,756) (1,675)
Preferred dividends (1,352) (1,288) (1,683) (1,764) (1,953) (2,067) (2,933)
Minority interest (77,569) (69,595) (87,966) (80,073) (62,014) (40,970) (17,347)
-------- ---------- ---------- -------- -------- -------- --------
Earnings as adjusted 891,192 937,731 1,224,059 791,641 868,488 661,146 577,459
-------- ---------- ---------- -------- -------- -------- --------
Fixed Charges:
Interest expense charges 199,052 194,006 261,770 237,196 272,668 235,557 184,155
Capitalized interest 11,580 6,830 10,849 3,341 5,050 3,756 1,675
Amortization of debt expense 2,241 2,133 2,759 4,453 3,086 1,738 3,274
Interest portion of operating rents 12,004 11,819 15,758 14,794 15,175 17,389 13,426
Preferred dividends 1,352 1,288 1,683 1,764 1,953 2,067 2,933
-------- ---------- --------- -------- -------- -------- --------
Total fixed charges $226,229 $ 216,076 $ 292,819 $261,548 $297,932 $260,507 $205,463
-------- ---------- --------- -------- -------- -------- --------
Ratio of earnings to fixed charges 3.94 4.34 4.18 3.03 2.92 2.54 2.81
==== ==== ==== ==== ==== ==== ====
<FN>
Note: For purposes of this calculation, earnings consist of the sum of income before income taxes and adjustments for minority
interests in consolidated subsidiaries and income from equity investees, fixed charges, and distributed income of equity
investees less amounts for capitalized interest, preference security dividend requirements of consolidated subsidiaries
and the minority interest in pretax income of subsidiaries that have not incurred fixed charges.
Fixed charges consist of interest on indebtedness, amortized expenses related to indebtedness, the portion of rental
expense representative of the interest factor and preference security dividend requirements of consolidated subsidiaries.
</FN>
</TABLE>
25
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 29, 1998,
incorporated by reference in ALLTEL Corporation's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ARTHUR ANDERSEN LLP
Little Rock, Arkansas
December 1, 1998
26
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 6, 1998, with respect to the financial statements
and schedule of 360 Communications Company included in the Registration
statement (Form S-3) and related Prospectus of ALLTEL Corporation for the
registration of $300,000,000 of debt securities.
/s/ERNST & YOUNG LLP
Chicago, Illinois
December 1, 1998
27
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1998,
included in ALLTEL Corporation's Form 8-K/A filed on September 2, 1998 and to
all references to our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 1, 1998
28
EXHIBIT 23(d)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1998,
included in ALLTEL Corporation's Form 8-K/A filed on September 2, 1998 and to
all references to our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Chicago, Illinois
December 1, 1998
29
EXHIBIT 23(e)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
ALLTEL Corporation on Form S-3 of our report dated February 13, 1998, on our
audits of the financial statements of the New York SMSA Limited Partnership as
of and for the years ended December 31, 1997 and 1996, which report is included
in 360 Communications Company Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
New York, New York
December 2, 1998
30
EXHIBIT 23(f)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 or our
report dated March 6, 1998, on our audits of the financial statements and
financial statement schedules of the Orlando SMSA Limited Partnership. We also
consent to the references to our firm under the captions "Experts."
/s/PricewaterhouseCoopers LLP
Atlanta, Georgia
December 1, 1998
31
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
32
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Dennis E. Foster
Name: Dennis E. Foster
33
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Scott T. Ford
Name: Scott T. Ford
34
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
35
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Jeffery R. Gardner
Name: Jeffery R. Gardner
36
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ John M. Mueller
Name: John M. Mueller
37
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed:/s/ John R. Belk
Name: John R. Belk
38
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Lawrence L. Gellerstedt, III
Name: Lawrence L. Gellerstedt, III
39
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Charles H. Goodman
Name: Charles H. Goodman
40
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Michael Hooker
Name: Michael Hooker
41
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ W. W. Johnson
Name: W. W. Johnson
42
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Emon A. Mahony, Jr.
Name: Emon A. Mahony, Jr.
43
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ John P. McConnell
Name: John P. McConnell
44
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Josie C. Natori
Name: Josie C. Natori
45
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Frank E. Reed
Name: Frank E. Reed
46
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
47
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Dennis J. Ferra, Francis X. Frantz, and Jeffery R.
Gardner, 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 issuance and sale of debt securities of the Corporation, 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 19th day of
October, 1998.
Signed: /s/ William H. Zimmer, Jr.
Name: William H. Zimmer, Jr.
48
ALLTEL CORPORATION
Resolutions of the Board of Directors
October 22, 1998
Re: ALLTEL Corporation - $300,000,000
Maximum Amount Debt Offering
RESOLVED, that, ALLTEL Corporation ("ALLTEL") 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 ALLTEL and Chase Manhattan
Trust Company, National Association, successor to Mellon Bank, F.S.B., successor
to KeyBank National Association, successor to 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 Chairman and Chief Executive Officer or the President of ALLTEL, in the
manner provided below, the net proceeds of which shall be applied toward the
reduction of borrowing under ALLTEL's revolving credit agreement.
RESOLVED FURTHER, that, subject to the foregoing limitations, the
following terms, provisions, and conditions respecting the Securities may be
determined and approved by the concurrence of the Chairman and Chief Executive
Officer or the President of ALLTEL: (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 ALLTEL 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 ALLTEL or its subsidiaries that are not
contained in the Indenture.
RESOLVED FURTHER, that the officers of ALLTEL be, and each of them
hereby is, authorized and directed, for and on behalf of ALLTEL, to prepare and
file with the Securities and Exchange Commission (the "SEC"), pursuant to the
Securities Act of 1933, as amended (the "Act"), and any applicable Rule
thereunder including, without limitation, Rule 415, one or more registration
statements on Form S-3 or such other form or forms as may be applicable, and to
do or cause to be done all acts and things necessary or advisable to effect
registration under the Act of up to $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 Chairman and Chief Executive Officer, the
President, any Executive, Senior, or Vice President, the Secretary, any
Assistant Secretary, and each other officer and director of ALLTEL 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, Scott T. Ford, Dennis J. Ferra,
Francis X. Frantz, and Jeffery R. Gardner, or any of them, as ALLTEL'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 ALLTEL, 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 ALLTEL be, and each
of them hereby is, authorized and directed, for and on behalf of the ALLTEL, 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.
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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 ALLTEL
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 ALLTEL is hereby
authorized to certify the adoption of any such resolution to be inserted in the
minute book of ALLTEL on pages next following these resolutions and initialed by
the Secretary or an Assistant Secretary of ALLTEL.
RESOLVED FURTHER, that ALLTEL be, and it hereby is, authorized to sell
all or a portion of the Securities to or through one or more underwriters
selected by the Chairman and Chief Executive Officer or the President of ALLTEL,
or to sell all or a portion of the Securities directly to other purchasers or
through agents, with all such sales to be made pursuant to one or more
underwriting, purchase, or agency agreements.
RESOLVED FURTHER, that any and all Supplemental Indentures to the
Indenture, providing for the issuance of the Securities on the terms provided
for herein, be, and they hereby are, authorized and approved; that the Chairman
and Chief Executive Officer, the President, any Executive or Senior Vice
President, the Secretary or any Assistant Secretary, and the Treasurer or any
Assistant Treasurer of ALLTEL 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 ALLTEL; and that the officers of ALLTEL, or any of them, be, and
they hereby are, authorized and directed, for and on behalf of ALLTEL, to take
all such action, and to execute and deliver all such documents, as they may deem
necessary or appropriate to carry into effect the terms and provisions of any
such Supplemental Indenture.
RESOLVED FURTHER, that, in accordance with the provisions of the
Indenture, the Chairman and Chief Executive Officer or the President and the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
ALLTEL be, and they hereby are, authorized and directed, for and on behalf of
ALLTEL, 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 ALLTEL affixed to the
Securities; that the officers of ALLTEL, or any of them, be, and they hereby
are, authorized and empowered, for and on behalf of ALLTEL, 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 ALLTEL.
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 ALLTEL to
keep books for the registration and transfer of ownership of the Securities
issued by ALLTEL, 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 ALLTEL to pay the interest due and to become due on the
Securities issued by ALLTEL and the principal amount thereof either at maturity
of those Securities or upon the prepayment thereof prior to maturity.
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