As filed with the Securities and Exchange Commission on March 2, 1999
Registration No. 333-68243
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALLTEL Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 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.___
<PAGE>
Subject to Completion dated ____________, 1999
PROSPECTUS
ALLTEL CORPORATION
Debt Securities
We may offer and sell up to $300,000,000 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:
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 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.
--------------
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 _________________, 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
ALLTEL 3
Incorporation of Certain Documents by Reference 4
Available Information 4
Use of Proceeds 5
Selected Financial Information 6
Description of Securities 7
Plan of Distribution 13
Legal Opinions 13
Experts 13
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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 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.
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 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.
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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 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
(as amended by Form 10-Q/As filed January 29, 1999 and
March 2, 1999); 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 (as
amended by Form 8-K/As filed January 29, 1999 and March 2,
1999).
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
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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.
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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>
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
Capital Expenditures $559 $523 $827 $764 $847
Fixed charges $226 $216 $293 $262 $298
Ratio of earnings to fixed
charges 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%
</TABLE>
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.
The following table sets forth ALLTEL's capitalization as of September 30, 1998.
% of
(Dollars in millions) 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 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:
o the title of the debt securities of the series;
o any limit upon the aggregate principal amount;
o the date or dates on which the principal will be payable;
o 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;
o the place or places where the principal of and interest, if any, will
be payable;
o any redemption or sinking fund provisions;
o 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;
o whether we will issue debt securities of the series in registered or
bearer form, or both;
o the terms upon which a holder may exchange bearer securities for
securities in registered form and vice versa;
o 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;
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o 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 charges withheld or deducted and,
if so, whether ALLTEL 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 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 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." We will
issue debt securities in denominations of $1,000 and integral multiples thereof.
We will not offer, sell, resell, or deliver bearer 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-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
o a limited purpose trust company organized under the laws of the State
of New York,
o a "banking organization" within the meaning of the New York banking law,
o a member of the Federal Reserve System,
o a "clearing corporation" within the meaning of the New York Uniform
Commercial Code,
o and a "clearing agency" registered pursuant to the provisions of
section 17A of the Exchange Act.
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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:
o will not be entitled to have the debt securities registered in their
names,
o will not be entitled to receive physical delivery of certificates
representing the debt securities, and
o 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.
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:
o 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
o 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.
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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:
o impress upon them the importance of such services being Year 2000
compliant and,
o 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 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 bearer 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
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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:
o reduce the amount of debt 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
debt security;
o change the principal of or change the fixed maturity of any debt
security;
o waive a default in the payment of the principal of or interest on any
debt security;
o make any security payable in money other than that stated in the debt
security;
o reduce any premium payable upon redemption of any debt security; or
o 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:
o cure any ambiguity, defect, or inconsistency in the indenture or in
the debt securities of any series;
o 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;
o secure the debt securities;
o provide for uncertificated securities in addition to or in place of
certificated debt securities;
o make any change that does not adversely affect the rights of any
holder;
o 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
o 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:
o the successor entity is a U.S. corporation and assumes all of ALLTEL's
obligations under the debt securities and the indenture and,
o 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:
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 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
o all other conditions set forth in the securities of that series are met.
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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:
o default in the payment of interest for 90 days;
o default in the payment of the principal of any security of such
series;
o 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
o 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:
o 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;
o 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;
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
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 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.
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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:
o a fixed price or prices, which may be changed,
o at market prices prevailing at the time of sale,
o at prices related to such prevailing market prices or
o 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.
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, 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 reports with respect thereto, and are included in ALLTEL's
1997 Form 10-K and Report on Form 8-K filed December 2, 1998 (as amended by Form
8-K/As filed January 29, 1999 and March 2, 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 in ALLTEL's Report on Form 8-K filed December 2, 1998, include the
financial
13
<PAGE>
statements of 360 Communications, 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 that Form
8-K/A. 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.
14
<PAGE>
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $83,400
Counsel Fees and Expenses 10,000
Fees and Expenses of Trustee 6,000
Printing and Engraving 10,000
Blue Sky Fees and Expenses 8,000
Accountants' Fees and Miscellaneous Expenses 20,000
--------
Total $137,400
========
Item 16. Exhibits.
1 - Form of Underwriting Agreement (1).
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) - Form of Ninth Supplemental Indenture (1).
4(b) - Form of Security (1). 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.
15
<PAGE>
5 - Opinion of Friday, Eldredge & Clark as to the
legality of the Securities to be issued (1).
12 - Statement RE Computation of Ratio of Earnings to
Fixed Charges (1).
23(a) - Consent of Arthur Andersen LLP, Independent
Public Accountants (2).
23(b) - Consent of Ernst & Young LLP (2).
23(c) - Consent of Arthur Andersen LLP (2).
23(d) - Consent of Arthur Andersen LLP (2).
23(e) - Consent of PricewaterhouseCoopers LLP (2).
23(f) - Consent of PricewaterhouseCooper LLP (2).
23(g) - Consent of counsel is contained in Opinion of
Counsel filed as Exhibit 5.
24(a) - Powers of Attorney (1).
24(b) - Resolutions of Board of Directors (1).
25 - Form T-1, Statement of Eligibility and
Qualification under Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National
Association (1).
- ---------------
(1) Previously Filed
(2) Filed herewith.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on the
2nd of March 1999.
ALLTEL CORPORATION
By */s/JOE T. FORD
----------------------------
(Joe T. Ford, Chairman
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities indicated on the 2nd of March 1999.
Signature Title
--------- -----
*/s/JOE T. FORD Chairman, Chief Executive Officer,
------------------------------------ and Director
(Joe T. Ford)
*/s/DENNIS E. FOSTER Vice Chairman and Director
------------------------------------
(Dennis E. Foster)
*/s/SCOTT T. FORD President, Chief Operating
------------------------------------ Officer, and Director
(Scott T. Ford)
*/s/DENNIS J. FERRA Senior Vice President
------------------------------------ and Chief Administrative Officer
(Dennis J. Ferra) (Principal Financial Officer)
*/s/JEFFERY R. GARDNER Senior Vice President
------------------------------------ Finance and Treasurer
(Jeffery R. Gardner) (Principal Accounting Officer)
*/s/JOHN R. BELK Director
------------------------------------
(John R. Belk)
*/s/LAWRENCE L. GELLERSTEDT, III Director
------------------------------------
(Lawrence L. Gellerstedt, III)
*/s/CHARLES H. GOODMAN Director
------------------------------------
(Charles H. Goodman)
*/s/MICHAEL HOOKER Director
------------------------------------
(Michael Hooker)
*/s/W. W. JOHNSON Director
------------------------------------
(W. W. Johnson)
17
<PAGE>
*/s/EMON A. MAHONY, JR. Director
------------------------------------
(Emon A. Mahony, Jr.)
*/s/JOHN P. MCCONNELL Director
------------------------------------
(John P. McConnell)
*/s/JOSIE C. NATORI Director
------------------------------------
(Josie C. Natori)
*/s/FRANK E. REED Director
------------------------------------
(Frank E. Reed)
*/s/RONALD TOWNSEND Director
------------------------------------
(Ronald Townsend)
*/s/WILLIAM H. ZIMMER, JR. Director
------------------------------------
(William H. Zimmer, Jr.)
*BY /s/ Francis X. Frantz
-------------------------------------
(Francis X. Frantz, Attorney-in-Fact)
18
<PAGE>
EXHIBIT INDEX
Official Exhibit
No. Description
------- ------------------
1 - Form of Underwriting Agreement (1)
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) - Form of Ninth Supplemental Indenture (1).
4(b) - Form of Security (1). The form or forms of Security
with respect to each particular series of Securities
registered hereunder that differs from the form of
Security filed herewith will be filed as an exhibit to a
Current Report on Form 8-K and shall be deemed to be
incorporated herein by reference.
5 - Opinion of Friday, Eldredge & Clark as to the legality
of the Securities to be issued(1).
12 - Statement Re Computation of Ratio of Earnings to Fixed
Charges (1).
23(a) - Consent of Arthur Andersen LLP, Independent Public
Accountants (2).
23(b) - Consent of Ernst & Young LLP (2).
23(c) - Consent of Arthur Andersen LLP (2).
23(d) - Consent of Arthur Andersen LLP (2).
23(e) - Consent of PricewaterhouseCoopers LLP (2).
23(f) - Consent of PricewaterhouseCoopers LLP (2).
23(g) - Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5.
24(a) - Powers of Attorney (1).
19
<PAGE>
24(b) - Resolutions of Board of Directors (1).
25 - Form T-1, Statement of Eligibility and Qualification
under Trust Indenture Act of 1939 of Chase Manhattan
Trust Company, National Association (1).
- ---------------
(1) Previously filed. (2) Filed herewith
20
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 our report dated December 1, 1998, included in ALLTEL
Corporation's Form 8-K/A filed on March 2, 1999 and to all references to our
Firm included in this registration statement.
/s/Arthur Andersen LLP
Little Rock, Arkansas
March 2, 1999
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
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 Amendment No. 2 to
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
March 2, 1999
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,
with respect to the GTE Mobilnet of South Texas Limited Partnership, included in
ALLTEL Corporation's Form 8-K/A filed on March 2, 1999 and to all references
to our Firm included in this registration statement. Such GTE Mobilnet of South
Texas Limited Partnership financial statements are not included separately in
ALLTEL Corporation's Form 8-K/A.
/s/Arthur Andersen LLP
Atlanta, Georgia
March 2, 1999
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,
with respect to the Chicago SMSA Limited Partnership, included in ALLTEL
Corporation's Form 8-K/A filed on March 2, 1999 and to all references to our
Firm included in this registration statement. Such Chicago SMSA Limited
Partnership financial statements are not included separately in ALLTEL
Corporation's Form 8-K/A.
/s/Arthur Andersen LLP
Chicago, Illinois
March 2, 1999
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/A 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
March 2, 1999
EXHIBIT 23(f)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Amendment
No. 2 to Form S-3 of 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
March 2, 1999
