ALLTEL CORP
424B2, 1999-04-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: ALLTEL CORP, 424B3, 1999-04-26
Next: ENTERGY CORP /DE/, 35-CERT, 1999-04-26



<PAGE>
 
                                               Filed pursuant to Rule 424(b)(2)
                                               SEC File No. 333-68243
 
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 31, 1999)
 
                                 $300,000,000
 
                                      ALLTEL
                                      CORPORATION
 
                       6.80% Debentures due May 1, 2029
 
  We will pay interest on the debentures on May 1 and November 1 of each year.
We will make the first payment on November 1, 1999. We will issue the
debentures only in denominations of $1,000 and multiples of $1,000.
 
                               ----------------
 
  We may, at our option, redeem all or part of any debenture at the redemption
price referred to in this prospectus supplement. The debentures do not provide
for any sinking fund. We will make all payments of principal and interest in
immediately available funds.
 
                               ----------------
 
Neither the Securities and Exchange Commission nor any other regulatory body
has approved these securities or passed upon the accuracy or truthfulness of
this prospectus supplement or the accompanying prospectus. Any representation
to the contrary is a criminal offense.
 
<TABLE>
<CAPTION>
                      Price to   Underwriting Discounts       Proceeds to
                       Public       and Commissions     ALLTEL, before expenses
                    ------------ ---------------------- -----------------------
<S>                 <C>          <C>                    <C>
Per Debenture......    99.378%            .875%                 98.503%
Total.............. $298,134,000       $2,625,000            $295,509,000
</TABLE>
 
  The initial public offering price set forth above does not include accrued
interest, if any. Interest on the debentures will accrue from April 27, 1999.
 
  The underwriters expect to deliver the debentures in book-entry form only
through the facilities of the Depository Trust Company on April 27, 1999
against payment therefor in same day funds.
 
                               ----------------
 
Stephens Inc.                                       NationsBanc Montgomery
                                                        Securities LLC
                             Salomon Smith Barney
 
           The date of this Prospectus Supplement is April 22, 1999.
<PAGE>
 
                                USE OF PROCEEDS
  The net proceeds from the sale of debentures will be approximately
$295.5 million. ALLTEL intends to use these proceeds to repay borrowings under
the ALLTEL revolving credit agreement.
  The revolving credit agreement has a termination date of October 1, 2003,
with provisions for annual extensions. As of March 31, 1999 the outstanding
borrowings under the revolving credit agreement were $610.2 million, and the
weighted average rate of interest on ALLTEL borrowings under the revolving
credit agreement was 5%. On July 1, 1998 ALLTEL borrowed approximately $495
million under the revolving credit agreement and used the money to repay
approximately $495 million of outstanding borrowings under a credit agreement
of ALLTEL's wholly-owned subsidiary, 360(degrees) Communications Company.
 
                         DESCRIPTION OF THE DEBENTURES
  The following description of the particular terms of the 6.80% Debentures due
May 1, 2029 supplements the description of the general terms and provisions of
the securities set forth in the prospectus under the caption "Description of
Securities." Certain terms used in this prospectus supplement are defined in
the prospectus.
 
General
  ALLTEL will date the debentures as of their date of authentication and will
issue the debentures only in fully registered form without coupons in
denominations of $1,000 or multiples of $1,000. The debentures are being issued
as a series of securities under the indenture dated January 1, 1987, which is
more fully described in the prospectus, as supplemented by a First Supplemental
Indenture dated March 1, 1987, a Second Supplemental Indenture dated April 1,
1989, a Third Supplemental Indenture dated May 8, 1990, a Fourth Supplemental
Indenture dated March 1, 1991, a Fifth Supplemental Indenture dated October 1,
1993, a Sixth Supplemental Indenture dated April 1, 1994, a Seventh
Supplemental Indenture dated September 1, 1995, an Eighth Supplemental
Indenture dated March 1, 1996 and a Ninth Supplemental Indenture dated April 1,
1999.
  The debentures mature on May 1, 2029, and bear interest from April 27, 1999,
at the rate of 6.80%, payable semi-annually, based upon a 360-day year
consisting of twelve 30-day months, on May 1 and November 1 in each year to the
registered owners thereof as of the close of business on the preceding
April 15, or October 15, as the case may be.
  No sinking fund is provided for the debentures.
  ALLTEL will not pay additional amounts in respect of taxes or similar charges
withheld or deducted on the debentures held by a person who is not a U.S.
person.
 
 
                                      S-2
<PAGE>
 
Redemption at the Option of ALLTEL
  ALLTEL has the option at any time to redeem the debentures, in whole or in
part, at a redemption price equal to the greater of:
  . 100% of the principal amount of such debentures; and
  . the sum of the present value of the remaining scheduled payments of
    principal and interest thereon discounted to the redemption date on a
    semi-annual basis at the Treasury Rate plus 15 basis points, plus in each
    case accrued interest to the date of redemption.
  "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue equal to the
Comparable Treasury Price for such redemption date.
  "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such debentures.
  "Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with ALLTEL.
  "Comparable Treasury Price" means, with respect to any redemption date
either:
  . the average of the bid and asked prices for the Comparable Treasury Issue
    on the third business day preceding such redemption date, as set forth in
    the daily statistical release published by the Federal Reserve Bank of
    New York and designated "Composite 3:30 p.m. Quotations for U.S.
    Government Securities" or
  . if such release is not published or does not contain such prices on such
    business days, (a) the average of the Reference Treasury Dealer
    Quotations for such redemption date, after excluding the highest and
    lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee
    obtains fewer than four such Reference Treasury Dealer Quotations, the
    average of all such Quotations.
  "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue quoted
in writing to the Trustee by such Treasury Reference Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
  "Reference Treasury Dealer" means each of NationsBanc Montgomery Securities
LLC, Salomon Smith Barney Inc., Credit Suisse First Boston Corporation, Lehman
Brothers Inc. and Morgan Stanley & Co. Incorporated and their respective
successors; provided, however, that if any of the these shall cease to be a
primary U.S. Government securities dealer, ALLTEL will substitute another
primary U.S. Government securities dealer.
 
                                      S-3
<PAGE>
 
  For the purposes of this section, the price of a Comparable Treasury Issue is
expressed as a percentage of its principal amount.
  ALLTEL will mail a notice of redemption at least 30 days but not more than 60
days before the redemption date to each holder of debentures to be redeemed.
  Unless ALLTEL defaults in payment of the redemption price, on and after the
redemption date all or part of the debentures called for redemption:
  . will cease to accrue interest;
  . will cease to be outstanding; and
  .  will only represent the right to receive the redemption price plus
    accrued interest to the date of redemption.
  If ALLTEL redeems your debentures, you would have to reinvest the redemption
price in a security paying interest at a rate at least equal to the Treasury
Rate plus 15 basis points and having a term to maturity equal to the remaining
term to maturity of the debentures in order to receive the same investment
return that you anticipated receiving on your investment in the debentures.
Various factors could influence ALLTEL's decision to redeem all or part of the
debentures, including market interest rates at the time of the decision and
ALLTEL's financing needs and flexibility.
 
Book-Entry System
  Upon issuance, the debentures will be represented by one or more global
securities deposited with, or on behalf of, The Depository Trust Company, New
York, New York, which will act as depositary with respect to the debentures.
The global securities representing the debentures will be registered in the
name of the depositary or its nominee. This means that ALLTEL will not issue
certificates to each purchaser of debentures. Ownership by purchasers of the
debentures and any transfers of the debentures will be reflected only though
electronic records maintained by the depositary. You or your agent (your
broker, for example) will therefore need an account with the depositary. Except
under the circumstances described in the accompanying prospectus under
"Description of Securities--Book-Entry System," the debentures will not be
issuable in definitive form. So long as the debentures are represented by one
or more global securities, the depositary or its nominee will be considered the
sole owner or holder of the debentures for all purposes under the indenture,
and the beneficial owners of the debentures will be entitled only to those
rights and benefits afforded to them in accordance with the depositary's
regular operating procedures. A further description of the depositary's
procedures with respect to global securities is set forth in the accompanying
prospectus under "Description of Securities--Book-Entry System." The depositary
has confirmed to ALLTEL, the underwriters and the trustee that it intends to
follow such procedures with respect to the debentures.
 
                                      S-4
<PAGE>
 
Same-Day Settlement and Payment
  The underwriters will make settlement for the debentures in immediately
available funds. So long as the debentures are represented by global
securities, ALLTEL will make all payments of principal and interest in
immediately available funds.
  Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, so long as
the debentures are represented by global securities registered in the name of
the depositary or its nominee, the debentures will trade in the depositary's
Same-Day Funds Settlement System, and secondary market trading activity in the
debentures will therefore be required by the depositary to settle in
immediately available funds. No assurance can be given as to the effect, if
any, of settlement in immediately available funds on trading activity in the
debentures.
 
                                      S-5
<PAGE>
 
                                  UNDERWRITING
  Stephens Inc., NationsBanc Montgomery Securities LLC, and Salomon Smith
Barney Inc., the underwriters, have each severally agreed, subject to the terms
and conditions of a Terms Agreement, with the Underwriting Agreement Basic
Provisions as Annex A thereto, among ALLTEL and the underwriters, to purchase
the principal amount of debentures set forth below opposite their respective
names. The underwriters are committed to purchase all of such debentures if any
are purchased.
 
<TABLE>
<CAPTION>
                                                                    Principal
          Name of Underwriter                                         Amount
          -------------------                                      ------------
      <S>                                                          <C>
      Stephens Inc. .............................................. $100,000,000
      NationsBanc Montgomery Securities LLC.......................  100,000,000
      Salomon Smith Barney Inc....................................  100,000,000
                                                                   ------------
        Total..................................................... $300,000,000
                                                                   ============
</TABLE>
 
  The underwriters have advised ALLTEL that sales of debentures to certain
dealers may be made at a concession not in excess of .50% of the principal
amount thereof, and that the underwriters may allow, and such dealers may
reallow, discounts not in excess of .25% of the principal amount of the
debentures on sales to certain other dealers. After the initial public
offering, the public offering price, concession and reallowance may be changed.
ALLTEL estimates that its expenses related to the offering of the debentures
will be $137.400.
  ALLTEL has agreed to indemnify the several underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
  ALLTEL does not intend to apply for listing of the debentures on a national
securities exchange, but has been advised by the underwriters that they intend
to make a market in the debentures. The underwriters are not obligated,
however, to make a market in the debentures and may discontinue market making
at any time without notice. No assurance can be given as to the liquidity of,
or trading markets for, the debentures.
  In order to facilitate the offering of the debentures, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the prices
of the debentures. Specifically, the underwriters may overallot in connection
with the offering, creating a short position in the debentures for their own
account. In addition, to cover overallotments or to stabilize the price of the
debentures, the underwriters may bid for, and purchase, the debentures in the
open market. Finally, the underwriters may reclaim selling concessions allowed
to an underwriter or a dealer for distributing the debentures in the offering,
if they repurchase previously distributed debentures in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the debentures
above independent market levels.
 
                                      S-6
<PAGE>
 
  Neither ALLTEL nor the underwriters make any representations as to the effect
the transactions described above may have on the price of the debentures. In
addition, neither ALLTEL nor the underwriters make any representation that the
underwriters will engage in any such transactions or that such transactions,
once commenced, will not be discontinued without notice.
  As of the date of this prospectus supplement, Stephens Group Inc., an
affiliate of Stephens Inc., owned 15,730,020 shares of ALLTEL common stock,
constituting approximately 5.59% of the issued and outstanding voting
securities of ALLTEL. Neither the Underwriters nor any other dealer will
confirm sales of debentures to any accounts over which they exercise
discretionary authority without the prior written consent of the purchaser.
  NationsBank, N.A., an affiliate of NationsBanc Montgomery Securities LLC, is
the agent and has a commitment to make loans to ALLTEL under ALLTEL's revolving
credit agreement.
 
                                 LEGAL OPINIONS
 
  Kutak Rock, 1650 Farnam Street, Omaha, Nebraska 68102, will pass upon legal
matters for the underwriters in connection with the issuance and sale of the
debentures. As of April 1, 1999, certain attorneys at Kutak Rock beneficially
owned 8,750 shares of ALLTEL's common stock.
 
                                      S-7
<PAGE>
 
 
PROSPECTUS
 
                                      ALLTEL
                                      CORPORATION
 
                                Debt Securities
 
  We may offer and sell up to $500,000,000 in principal amount of our debt
securities. We may determine the terms of the debt at a later time. The debt
securities will be unsecured and will rank equally with all of our other
unsecured and unsubordinated debt.
 
  The prospectus supplement that accompanies this prospectus describes the
securities being offered, as well as the specific terms of the securities.
Those terms may include:
 
<TABLE>
        <S>                      <C>
        amount owed at maturity  interest rate
        the maturity date        redemption terms
        public offering price    interest payment dates
</TABLE>
 
                               ----------------
 
Neither the Securities and Exchange Commission nor any other regulatory body
has approved these securities or passed upon the accuracy or truthfulness of
this prospectus. Any representation to the contrary is a criminal offense.
 
  We may offer the securities in amounts, at prices and on terms determined by
market conditions at the time of offering. We 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, we will name them and
describe their compensation in a prospectus supplement.
 
                               ----------------
 
                    This Prospectus is dated March 31, 1999.
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ALLTEL.....................................................................   3
Incorporation of Certain Documents by Reference............................   4
Available Information......................................................   5
Use of Proceeds............................................................   5
Certain Financial Information..............................................   6
Description of Securities..................................................   7
Plan of Distribution.......................................................  14
Legal Opinions.............................................................  15
Experts....................................................................  15
</TABLE>
 
                                       2
<PAGE>
 
                                     ALLTEL
  ALLTEL, a Delaware corporation, is a customer-focused information technology
company that provides wireline and wireless communications and information
services. ALLTEL 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 ALLTEL's distribution subsidiary. A subsidiary also publishes telephone
directories for affiliated and independent telephone companies. ALLTEL's
principal executive offices are located at One Allied Drive, Little Rock,
Arkansas 72202, telephone (501) 905-8000.
 
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. ALLTEL's full
product array and geographic focus allow 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.
  ALLTEL utilizes a growing fiber optic network to link its markets together,
deploying the latest technologies to support leading-edge communication
services.
  ALLTEL 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, ALLTEL 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. 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
 
                                       3
<PAGE>
 
retail and wholesale information processing and management information
requirements of financial institutions. The Financial Services Division also
provides data processing and related 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 to local telephone,
wireless and personal communications service 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.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  The SEC allows us to "incorporate by reference" information filed with them,
which means that we 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 we file with
the SEC in the future will automatically update and supersede information
contained in this prospectus and the accompanying prospectus supplement. We
incorporate by reference ALLTEL's Annual Report on Form 10-K (as amended by
Form 10-K/A filed on March 26, 1999) for the year ended December 31, 1998 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.
 
                                       4
<PAGE>
 
  We will provide free copies of any of these documents, if you write or
telephone us at:
 
                               Investor Relations
                                One Allied Drive
                          Little Rock, Arkansas 72202
                            Telephone (501) 905-8999
 
                             AVAILABLE INFORMATION
  We have 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 our indenture, 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.
  We file annual, quarterly and special reports and other information with the
SEC. You may read and copy documents at the SEC's public reference room located
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-
800-SEC-0330 for information about the operation of the public reference room.
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.
 
                                USE OF PROCEEDS
  We intend to use the net proceeds from the sale of these debt 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. We expect to engage in additional financing as needs
arise.
 
                                       5
<PAGE>
 
                         CERTAIN FINANCIAL INFORMATION
  The following table sets forth certain financial information for ALLTEL. The
periods presented include merger and integration expenses, provision to reduce
carrying value of certain assets, gain on disposal of assets and other non-
recurring and unusual items. You should read the following table together with
the consolidated financial statements and accompanying notes of ALLTEL included
in the documents under "Available Information."
 
<TABLE>
<CAPTION>
                                                Year Ended December 31,
                                              ---------------------------
                                               1998   1997   1996   1995
     (Dollars in millions)                    ------ ------ ------ ------
     <S>                                      <C>    <C>    <C>    <C>
     Total revenues and sales                 $5,194 $4,545 $4,239 $3,898
     Income before income taxes                 $972   $984   $579   $596
     Net income                                 $525   $589   $351   $353
     Capital Expenditures                       $869   $827   $764   $847
     Fixed charges                              $306   $293   $262   $298
     Ratio of earnings to fixed charges         3.98   4.18   3.03   2.92
     Long-term debt as a percentage of total
      capitalization (end of period)           52.0%  57.9%  57.7%  63.0%
</TABLE>
 
  The ratio of earnings to fixed charges was 2.54 for the year ended December
31, 1994. 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.
 
  The following table sets forth ALLTEL's capitalization as of December 31,
1998.
 
<TABLE>
<CAPTION>
                                                                     % of
                                                    Outstanding Capitalization
     (Dollars in millions)                          ----------- --------------
     <S>                                            <C>         <C>
     Long-term debt (including current maturities)    $3,547         52.0%
     Preferred stock, redeemable                           5           .1
     Preferred stock, non-redeemable                       9           .1
     Common equity                                     3,262         47.8
                                                      ------        -----
                                                      $6,823        100.0%
                                                      ======        =====
</TABLE>
 
                                       6
<PAGE>
 
                           DESCRIPTION OF SECURITIES
  The following description sets forth certain general terms and provisions of
the debt securities to which any prospectus supplement may relate. A prospectus
supplement will describe the particular terms and provisions of, and the extent
to which the general terms and provisions described below may apply to, a
series of debt securities.
  ALLTEL will issue the debt securities under an indenture between ALLTEL and
Chase Manhattan Trust Company, National Association, which acts as trustee. The
indenture and its associated documents contain the full legal text of the
matters described in this section. Because this section is a summary, it does
not describe every aspect of the securities, and it is subject to and qualified
in its entirety by reference to all of the provisions of the indenture,
including the definition of certain terms used in the indenture. We include
references in parentheses to certain sections of the indenture.
 
General
  Each series of debt securities will constitute unsecured and unsubordinated
indebtedness of ALLTEL and will rank on an equal basis with ALLTEL's other
unsecured and unsubordinated indebtedness. You should refer to the prospectus
supplement for the terms of the particular series of debt securities that we
are offering, including:
 
  . the title of the debt securities of the series;
  . any limit upon the aggregate principal amount;
  . the date or dates on which the principal will be payable;
  . the rate or rates, or manner of calculation, if any, at which the debt
    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;
  . the place or places where the principal of and interest, if any, will be
    payable;
  . any redemption or sinking fund provisions;
  . if other than the principal amount thereof, the portion of the principal
    amount that will be payable upon declaration of acceleration of the
    maturity thereof;
  . whether we will issue debt securities of the series in registered or
    unregistered form, or both;
  . the terms upon which a holder may exchange unregistered securities for
    securities in registered form and vice versa;
  . whether we will issue debt securities in the form of one or more "global
    securities" through the book-entry system of The Depository Trust
    Company, New York, New York;
  . whether and under what circumstances ALLTEL will pay additional amounts
    on the debt securities of the series held by a person who is not a U.S.
    person in respect of taxes or similar
 
                                       7
<PAGE>
 
    charges withheld or deducted and, if so, whether ALLTEL will have the
    option to redeem such securities rather than pay such additional amounts;
    and
  . 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 debt securities of such series.
 
  To the extent not described in this prospectus, principal and interest, if
any, will be payable, and the debt securities of a particular series will be
transferable, in the manner described in the prospectus supplement relating to
such series.
  Debt securities of any series may be issued as registered securities or
unregistered securities, or both. In this prospectus and the prospectus
supplement we refer to the person in whose name a registered security is
registered and the bearer of an unregistered security as a "holder." A
registered security is a security registered in the name of the holder in the
records of the registrar. A global security is a registered security
representing the entire amount of the debt of the series registered in the
name of a depositary. We will issue debt securities in denominations of $1,000
and multiples of $1,000. We will not offer, sell, resell, or deliver
unregistered securities to U.S. persons in connection with their original
issuance.
  If appropriate, the prospectus supplement will describe federal income tax
consequences applicable to a series of debt securities.
 
Book-Entry System
  ALLTEL may issue debt securities of any series under a book-entry system in
the form of one or more global securities. If ALLTEL chooses to issue debt
securities in the form of global securities, each global security will be
deposited with The Depository Trust Company and will be registered in the name
of the depositary. 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 debt securities represented by such
global security to the accounts of participants. The depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations, some of whom 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. Ownership of
beneficial interests in the global security will be limited to such
participants or persons that hold interests through 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 interests in a global security.
  The purpose of the depositary is to hold securities of its participants and
to facilitate the clearance and settlement of securities transactions among
its participants through electronic book-
 
                                       8
<PAGE>
 
entry changes in accounts of the participants. The depositary's book-entry
system eliminates the need for physical movement of securities certificates.
The depositary has advised ALLTEL 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.
 
  So long as the depositary or its nominee is the registered owner of a global
security, ALLTEL will consider the depositary as the sole owner or holder of
the securities represented by such global security for all purposes under the
indenture. Owners of beneficial interests in such global security:
 
  . will not be entitled to have the debt securities registered in their
    names,
  . will not be entitled to receive physical delivery of certificates
    representing the debt securities, and
  . will not be considered the owners or holders of the debt securities under
    the indenture.
 
  Accordingly, to exercise any rights of a holder under the indenture, 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. In
the event that ALLTEL requests any action of the holders or a beneficial owner
desires to take any action a holder is entitled to take, the depositary has
informed ALLTEL that it would act upon the instructions of, or authorize, the
participant to take such action.
  ALLTEL will make payment of principal of and interest on debt securities
represented by a global security to the depositary as the registered owner and
holder of the global security representing such securities. Neither ALLTEL, the
trustee, nor any paying agent or registrar for such debt 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. Similarly, neither for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
  The depositary has advised ALLTEL that it will credit participants' accounts
with payments of principal or interest on the payment date in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depositary. ALLTEL
expects that standing instructions and customary practices will govern payments
by participants to owners of beneficial interests in the global security held
through such participants. This will be similar to the practice used for
securities held for the accounts of customers registered in "street name."
Participants will be responsible for such payments.
 
                                       9
<PAGE>
 
  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 is exchangeable for securities in definitive form of
like tenor and terms if:
 
  . the depositary notifies ALLTEL that it is unwilling or unable to continue
    as depositary for such global security or at any time the depositary is
    no longer eligible to be a clearing agency registered under the Exchange
    Act, and in either case, ALLTEL does not appoint a successor depositary
    within 90 days of receipt of such notice or of ALLTEL's becoming aware of
    such ineligibility, or
  . ALLTEL decides not to have all of the securities represented by a global
    security and notifies the trustee of this decision.
 
  The depositary has further advised ALLTEL 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 they relate
to the timely payment of distributions, including principal and interest
payments, to 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 the
depositary expects to complete within appropriate time frames.
  However, the depositary's ability to perform properly its services is also
dependent upon other parties, including issuers and their agents, 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. 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:
 
  . impress upon them the importance of such services being Year 2000
    compliant and,
  . 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.
 
                                       10
<PAGE>
 
Exchange of Securities
  A holder of registered debt securities may exchange them for an equal
aggregate principal amount of registered debt securities. (Section 2.08(a).)
  To the extent permitted by the terms of a series of debt securities
authorized to be issued in registered form and unregistered form, a holder of
unregistered debt securities may exchange them for an equal aggregate principal
amount of registered or unregistered debt securities. (Section 2.08(b).) A
holder may not exchange registered debt securities for unregistered debt
securities until ALLTEL has notified the trustee and the registrar that, as a
result of such exchange, ALLTEL will not suffer adverse consequences under
United States laws and regulations.
  Any exchange of debt securities will be for debt securities of the same
series and date of maturity in such authorized denominations as the holder may
request. Securities must be surrendered for exchange at the agency ALLTEL
maintains for such purpose and all other requirements of such agent must be
fulfilled.
 
Lien on Assets
  If at any time ALLTEL subjects any part of its property to a lien ALLTEL will
provide equal and proportionate security to the debt securities. Exceptions to
this covenant include, liens to which any property or asset acquired by ALLTEL
is subject as of the date of its acquisition by ALLTEL and the making of any
deposit or pledge to secure public or statutory obligations.
  Nothing contained in the indenture prevents a person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
ALLTEL from mortgaging, pledging, or subjecting to any lien any property or
assets, whether or not acquired by such person from ALLTEL. (Section 4.02.)
Except as described in this section, the indenture does not contain any
covenants or other provisions which would afford holders protection in the
event of a highly leveraged transaction involving ALLTEL.
 
Amendment and Waiver
  Subject to certain exceptions, ALLTEL and the trustee may amend or supplement
the indenture or the debt securities with the consent of the holders of a
majority in principal amount of the outstanding debt securities of each series
affected by the amendment or supplement, with each series voting as a class.
The trustee may waive compliance with any provision with the consent of the
holders of a majority in principal amount of the outstanding debt securities of
each series affected by such waiver, with each series voting as a class.
Without the consent of each holder affected, any such amendment or waiver may
not:
 
  . reduce the amount of debt securities whose holders must consent to an
    amendment or waiver;
  . change the rate of or change the time of payment of interest on any debt
    security;
  . change the principal of or change the fixed maturity of any debt
    security;
  . waive a default in the payment of the principal of or interest on any
    debt security;
 
                                       11
<PAGE>
 
  . make any security payable in money other than that stated in the debt
    security;
  . reduce any premium payable upon redemption of any debt security; or
  . impair the right to institute suit for the enforcement of any payment on
    or with respect to any debt security. (Section 9.02.)
 
  ALLTEL and the trustee may amend or supplement the indenture without the
consent of any holder to:
 
  . cure any ambiguity, defect, or inconsistency in the indenture or in the
    debt securities of any series;
  . provide for the assumption of all the obligations of ALLTEL under the
    securities and the indenture by any corporation in connection with a
    merger, consolidation, transfer, or lease of ALLTEL's property and assets
    substantially as an entirety, as provided for in the indenture;
  . secure the debt securities;
  . provide for uncertificated securities in addition to or in place of
    certificated debt securities;
  . make any change that does not adversely affect the rights of any holder;
  . provide for the issuance of, and establish the form and terms and
    conditions of, a series of debt 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
  . add to rights of holders. (Section 9.01.)
 
Successor Entity
  ALLTEL 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 of ALLTEL's
    obligations under the debt securities and the indenture and,
  . after giving effect to the transaction, no default under the indenture
    shall have occurred and be continuing.
 
  If ALLTEL completes a transaction as described in the previous sentence,
ALLTEL's obligations under the securities and the indenture terminate after the
transaction is completed, except in the case of a lease. (Section 5.01.)
 
Deposit of Money or Government Obligations to Pay Securities
  ALLTEL has the right to terminate certain of its obligations under the debt
securities and the indenture with respect to the debt securities of any series
or any installment of principal of or interest on that series if ALLTEL:
 
  . 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
 
                                       12
<PAGE>
 
    due, principal of and interest on the debt 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
  . all other conditions set forth in the securities of that series are met.
  In such event, however, ALLTEL's obligation to pay the principal of and
interest on the debt securities shall survive. (Section 8.01; Section 4.01.)
 
Events of Default
  Holders will have special rights if an event of default occurs and is not
cured. The following events are defined in the indenture as events of default:
 
  . default in the payment of interest for 90 days;
  . default in the payment of the principal of any security of such series;
  . failure by ALLTEL for 90 days following sufficient notice to comply with
    any of its other agreements in the debt securities of such series or in
    the indenture and
  . certain events of bankruptcy or insolvency. (Section 6.01.)
 
  If an event of default occurs with respect to the debt securities of any
series and is continuing, the trustee or the holders of at least 25% in
principal amount of all of the outstanding debt securities of that series may
declare the principal to be due and payable. Upon such declaration, such
principal 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 debt securities of each series affected 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. The trustee
may refuse to follow any such direction that conflicts with law or the
indenture, that is unduly prejudicial to the rights of holders of that series
or that would subject the trustee to personal liability. (Section 6.05)
 
  A holder may pursue a remedy with respect to the indenture or the debt
securities of any series only if:
 
  . such holder has previously given to the trustee written notice of a
    continuing event of default with respect to the debt securities of such
    series;
  . the holders of at least 25% in aggregate principal amount of outstanding
    debt securities of such series shall have made written request to the
    trustee to pursue the remedy;
  . 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;
  . the trustee does not comply with the request within 60 days after receipt
    of the request and the offer of indemnity; and
 
                                      13
<PAGE>
 
  . 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 holder may not use the indenture to prejudice the rights of another holder
or to obtain a preference or priority over such other holder. (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 holders 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.)
ALLTEL is not required under the indenture to furnish any periodic evidence as
to the absence of default or compliance with the terms of the indenture.
 
Concerning the Trustee
  ALLTEL maintains banking relationships in the ordinary course of business
with the trustee.
 
                              PLAN OF DISTRIBUTION
  We may sell the debt securities to or through underwriters. We also may sell
the debt securities directly to other purchasers or through agents. Only
underwriters named in the prospectus supplement are deemed to be underwriters
in connection with the debt securities.
  The distribution of the debt 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 debt securities, underwriters may receive
compensation from ALLTEL or from purchasers of the debt 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 debt
securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of the debt securities by them
may be deemed to be underwriting discounts and commissions under the Securities
Act. We will identify any such underwriter or agent, and describe any such
compensation, in the prospectus supplement.
  Under agreements which may be entered into by ALLTEL, underwriters and agents
who participate in the distribution of the debt securities may be entitled to
indemnification by ALLTEL 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.
 
                                       14
<PAGE>
 
  Unless otherwise indicated in the prospectus supplement, we do not intend to
list any of the debt securities on a national securities exchange. In the event
the debt securities are not listed on a national securities exchange, certain
broker-dealers may make a market in the debt 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 debt securities or as to the liquidity of the trading market for the debt
securities, whether or not the debt securities are listed on a national
securities exchange. The prospectus supplement with respect to the debt
securities will state, if known, whether or not any broker-dealer intends to
make a market in the debt securities. If no such determination has been made,
the prospectus supplement will so state.
  We will set forth the place and time of delivery for the debt securities in
the prospectus supplement.
 
                                 LEGAL OPINIONS
  Friday, Eldredge & Clark, Little Rock, Arkansas, will pass upon legal matters
for ALLTEL in connection with the issuance and sale of the debt securities.
 
                                    EXPERTS
  The consolidated financial statements of ALLTEL as of December 31, 1998, and
for each of the years in the three-year period ended December 31, 1998, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included in ALLTEL's
1998 Form 10-K (as amended by Form 10-K/A filed on March 26, 1999) and are
incorporated herein by reference, in reliance upon the authority of such firm
as experts in accounting and auditing in giving said reports. The consolidated
financial statements of ALLTEL include the financial statements of 360
Communications as of December 31, 1997 and 1996 and for each of the two years
in the period ended December 31, 1997, which were filed with ALLTEL's Report on
Form 8-K/A dated September 2, 1998 and which have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included in
ALLTEL's 1998 Form 10-K. As to certain equity investees of 360 Communications
(GTE Mobilnet of South Texas Limited Partnership, New York SMSA Limited
Partnership, Orlando SMSA Limited Partnership and Chicago MSA Limited
Partnership) such report is based in part on the reports of other independent
auditors. The financial statements of 360 Communications referred to above are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
 
                                       15
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
  No person has been authorized to give any information or to make any
representation not contained in this prospectus supplement or the prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by ALLTEL Corporation or any Underwriter. This
prospectus supplement and the prospectus do not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction. The delivery of this prospectus supplement or the prospectus at
any time does not imply that the information herein or therein is correct at
any time subsequent to their respective dates.
 
                                   -------
 
                               TABLE OF CONTENTS
 
                                                                            Page
                                                                            ----
                             Prospectus Supplement
 
Use of Proceeds............................................................. S-2
Description of the Debentures............................................... S-2
Underwriting................................................................ S-6
Legal Opinions.............................................................. S-7
 
                                  Prospectus
ALLTEL......................................................................   3
Incorporation of Certain Documents by Reference.............................   4
Available Information.......................................................   5
Use of Proceeds.............................................................   5
Certain Financial Information...............................................   6
Description of Securities...................................................   7
Plan of Distribution........................................................  14
Legal Opinions..............................................................  15
Experts.....................................................................  15

 
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
              ALLTEL
              CORPORATION
 
                             6.80% Debentures due
                                  May 1, 2029
 
                                   -------
 
                             PROSPECTUS SUPPLEMENT
 
                                   -------
 
                                 Stephens Inc.
 
                     NationsBanc Montgomery Securities LLC
 
                             Salomon Smith Barney
 
                                April 22, 1999
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission