PROSPECTUS
5,499,997 Shares
ALLTEL CORPORATION
Common Stock
The 5,499,997 shares of ALLTEL common stock covered by this prospectus
are all being offered for the account of the shareholders listed on page 3. We
will not receive any proceeds from any sales of these securities.
Each of the selling shareholders may offer and sell from time to time
shares of ALLTEL common stock directly or through broker-dealers or underwriters
who may act solely as agents, or who may acquire shares as principals. The price
to public and the net proceeds to the selling shareholders from the sale of the
shares will depend on the nature and timing of the sales and therefore will not
be known until the sales are actually made.
ALLTEL common stock trades on the New York Stock Exchange under the
symbol "AT." On April 20, 1999, the last closing price of ALLTEL common stock on
the New York Stock Exchange was $70.875 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
No person is authorized in connection with any offering of the shares
to give any information or to give any representation not contained in this
prospectus, and you should not rely on any such information or representation as
having been authorized by ALLTEL or any selling shareholder. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained in this
prospectus is correct as of any time subsequent to the date of this prospectus.
This Prospectus is dated April 21, 1999.
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ALLTEL CORPORATION
ALLTEL is an information technology company that provides wireline and
wireless communications and information services. ALLTEL provides wireline
local, long-distance, network access and internet services, wireless
communications, wide-area paging service and information management services and
software. ALLTEL also sells telecommunications products and publishes telephone
directories for its affiliates and other telephone companies. ALLTEL's principal
executive offices are located at One Allied Drive, Little Rock, Arkansas 72202,
and its telephone number is (501) 905-8000.
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 ALLTEL files
with the SEC in the future will automatically update and supersede information
contained in this prospectus. We incorporate by reference in this prospectus:
(a) our Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Form 10-K/A filed on March 26, 1999, (b) our Current Report on Form
8-K dated April 21, 1999, (c) the description of our common stock set forth in
our registration statement filed on Form 8-A (Commission File No. 1-4996), (d)
the description of the rights agreement contained in our registration statement
on Form 8-A dated February 3, 1997, and (e) 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 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
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. 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 any document we file 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 further information on the public reference
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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.
USE OF PROCEEDS
All of the shares of ALLTEL common stock covered by this prospectus are
being offered for the account of the selling shareholders listed below. We will
not receive any proceeds from the offering.
SELLING SHAREHOLDERS
All of the 5,499,997 shares of ALLTEL common stock covered by this
prospectus are being offered for the account of the following selling
shareholders:
Milton Stewart, Jr.
Jeb M. Stewart Trust, dated 1/6/90
Jeb Stewart Irrevocable Trust No. Two
Jill Stewart Trust, dated 1/6/90
Carolyn Jill Stewart Irrevocable Trust No. Two
Stewart Partners LP
Kay S. Swanson
Christopher Swanson Trust, dated 5/9/90
Sabrina Swanson Mixon Trust, dated 5/9/90
Stewart Swanson Trust, dated 5/9/90
Prior to January 6, 1999, the selling shareholders were the sole
shareholders of Standard Group, Inc., a Georgia corporation. On January 6, 1999,
we completed a merger with Standard Group, Inc. In the merger, we issued
5,499,997 shares of ALLTEL common stock to the selling shareholders in exchange
for all of the outstanding shares of capital stock of Standard Group, Inc.
Except for the merger, none of the selling shareholders has held any position or
office or has had a material relationship with ALLTEL or any of its affiliates
within the past three years.
In connection with the merger, we have agreed to, among other things,
file the registration statement of which this prospectus is a part with the SEC
to register the shares of ALLTEL common stock issued in the merger. The
agreement of merger relating to the merger provides that we are to pay all
registration expenses incurred in connection with this registration and the
selling shareholders are to pay all selling commissions, underwriting discounts
and disbursements, transfer taxes and fees and expenses of separate counsel
applicable to their sale of shares of ALLTEL common stock issued in the merger.
The agreement of merger also provides that we are to use our reasonable best
efforts to maintain the effectiveness of the registration statement of which
this prospectus is a part until the earlier of April 21, 2001 or the date each
of the selling shareholders' shares of ALLTEL common stock acquired in the
merger become transferable without registration in one transaction in accordance
with Rule 144 of the Securities Act of 1933.
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The following table sets forth the number of shares of ALLTEL common
stock held by each selling shareholder prior to the offering and the number of
shares to be offered for the selling shareholder's account pursuant to this
prospectus.
<TABLE>
<CAPTION>
Number of Shares that May Be
Number of Shares Held Prior to Offered Pursuant to
Name of Selling Shareholder this Offering this Offering
<S> <C> <C>
Milton Stewart, Jr. 2,415,105 2,415,105
Jeb M. Stewart Trust, dated 1/6/90 27,610 27,610
Jeb Stewart Irrevocable Trust No. 47,987 47,987
Two
Jill Stewart Trust, dated 1/6/90 27,610 27,610
Carolyn Jill Stewart Irrevocable 47,987 47,987
Trust No. Two
Stewart Partners LP 183,700 183,700
Kay S. Swanson 2,589,009 2,589,009
Christopher Swanson Trust, dated 53,663 53,663
5/9/90
Sabrina Swanson Mixon Trust, dated 53,663 53,663
5/9/90
Stewart Swanson Trust, dated 5/9/90 53,663 53,663
--------- ---------
Total 5,499,997 5,499,997
</TABLE>
PLAN OF DISTRIBUTION
The selling shareholders may effect the distribution of the shares in
one or more transactions that may take place through the New York Stock
Exchange, including block trades or ordinary broker's transactions, or through
privately negotiated transactions, an underwritten offering, or a combination of
any such methods of sale. Sales of the shares will be made at market prices
prevailing at the time of sale or at negotiated prices. Selling shareholders may
pay usual and customary or specifically negotiated brokerage fees or commissions
in connection with such sales. We have agreed to bear certain costs associated
with selling the shares of approximately $109,880.
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The aggregate proceeds to the selling shareholders from the sale of the
shares will be the purchase price of the ALLTEL common stock sold less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by us. The selling shareholders
and any dealers or agents that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any profit from the sale of the shares by them and any commissions received
by any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
LEGAL OPINIONS
Kutak Rock has provided ALLTEL with an opinion that the shares being
offered in this prospectus are legally and validly issued. Certain partners of
Kutak Rock beneficially owned as of April 1, 1999 8,750 shares of ALLTEL common
stock.
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 Company 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 Company (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
Company referred to above are included in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
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