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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1996
REGISTRATION NO. 33-96218
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-1 ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERCEL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 58-1944750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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1233 O.G. SKINNER DRIVE
WEST POINT, GA 31833
(706) 645-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ALLEN E. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTERCEL, INC.
1233 O.G. SKINNER DRIVE
WEST POINT, GA 31833
(706) 645-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
ANTHONY S. HARRINGTON, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective and from time
to time 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. / /
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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/
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INTERCEL, INC.
CROSS-REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)
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ITEM NO. LOCATION IN PROSPECTUS
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1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................. Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus...................... Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges..... *; Risk Factors; *
4. Use of Proceeds.......................... Use of Proceeds
5. Determination of Offering Price.......... *
6. Dilution................................. *
7. Selling Security Holders................. *
8. Plan of Distribution..................... Outside Front Cover Page; Plan of
Distribution
9. Description of Securities to be
Registered............................. *
10. Interests of Named Experts and Counsel... Legal Matters
11. Material Changes......................... *
12. Incorporation of Certain Information by
Reference.............................. Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities........................ *
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* Item is omitted because response is negative or item is inapplicable.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
1,143,904 SHARES
INTERCEL, INC.
COMMON STOCK
This Prospectus relates to the possible issuance by InterCel, Inc.
("InterCel" or the "Company") from time to time of up to 1,143,904 shares of the
Company's common stock, par value $.01 per share ("Common Stock"), to the
holders of currently outstanding warrants to purchase shares of Common Stock
(the "Warrants") upon the exercise thereof by such holders and in accordance
with a Warrant Agreement (the "Warrant Agreement") relating to the Warrants
between the Company and Bankers Trust Company, as warrant agent (the "Warrant
Agent"). The Company offered and sold the Warrants to the public pursuant to a
prospectus dated February 1, 1996 as part of an offering of 35,747 Units (the
"Unit Offering"), each Unit consisting of ten 12% Senior Discount Notes due 2006
and 32 Warrants to purchase Common Stock. Each Warrant entitles the holder to
purchase one share of Common Stock at a price of $18.15 per share, subject to
adjustment as provided in the Warrant Agreement. Subject to the effectiveness of
the Registration Statement of which this Prospectus is a part, the Warrants may
be exercised at any time beginning six months after the closing date of the Unit
Offering, or August 7, 1996, and prior to the close of business on February 1,
2006. The Warrants will be exercisable to purchase an aggregate of 1,143,904
shares of Common Stock, representing approximately 3.0% of the Company's
outstanding Common Stock on a fully diluted basis as of June 30, 1996.
The Common Stock is traded on the Nasdaq Stock Market under the symbol
"ICEL." On August , 1996, the last reported sale price of the Common Stock
on the Nasdaq Stock Market was $ per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR CERTAIN
FACTORS RELATING TO AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1996.
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TABLE OF CONTENTS
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The Company........................................................................... 2
Risk Factors.......................................................................... 4
Use of Proceeds....................................................................... 12
Plan of Distribution.................................................................. 12
Experts............................................................................... 12
Legal Matters......................................................................... 12
Available Information................................................................. 12
Incorporation of Certain Documents by Reference....................................... 13
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THE COMPANY
InterCel intends to become a leading provider of wireless
telecommunications services in the southeastern United States. The Company
currently provides cellular telephone service in contiguous portions of western
Georgia and eastern Alabama, as well as in major areas of Maine. The Company has
also recently expanded its presence in the southeastern United States through
the acquisition of four licenses to provide personal communications services
("PCS") in contiguous parts of ten southeastern states. These areas constitute
one of the largest contiguous PCS footprints in the southeastern United States,
which the Company believes will provide an incremental competitive advantage in
attracting new customers in its PCS markets.
The Company is a major provider of cellular telephone service in contiguous
portions of four rural service areas ("RSAs") in western Georgia and eastern
Alabama and two RSAs and one metropolitan statistical area ("MSA") in eastern
and northern Maine (collectively, the "Cellular Markets"). The Company's
Cellular Markets encompass approximately 23,000 square miles with a population
of approximately 770,000 persons. The Company offers a full range of cellular
telephone services, including call forwarding, call waiting, three-party
conference calling and voice message storage and retrieval, as well as cellular
telephones and accessories.
The Company's PCS licenses encompass approximately 180,000 square miles and
16 million persons (based on 1990 U.S. Census data), including the major trading
areas ("MTAs") of Jacksonville, Florida; Atlanta, Georgia; Memphis,
Tennessee/Jackson, Mississippi; and Birmingham, Alabama (collectively, the "PCS
Markets"). The Company's service offerings to the PCS Markets will consist
primarily of mobile telephone services and other wireline enhancement products,
in which PCS will supplement a customer's landline communications (similar to
cellular), and, to a lesser extent, wireline replacement products, in which PCS
will become a customer's primary mode of communication. The Company intends to
offer a full range of digital wireless telecommunications services, including
certain enhanced features and services not currently provided by analog cellular
operators, such as secure communications, sophisticated call management
(incorporating services such as caller I.D., paging and voice-activated
dialing), enhanced battery life and single number service, which provides
subscribers with a convenient way to transfer incoming calls between landline
and wireless locations automatically.
The Company is in the site acquisition and construction phase of the
implementation of its PCS system (the "PCS System"). By late 1996, the Company
expects to offer PCS service to customers in certain of its PCS Markets,
excluding the Atlanta MTA. By the end of 1997, the Company expects to complete
its initial buildout of the PCS Markets, including the Atlanta MTA. This initial
coverage will extend across each of the 22 major metropolitan areas within the
PCS Markets (Atlanta, Augusta, Macon, Savannah, Columbus, Athens and Albany,
Georgia; Chattanooga and Memphis, Tennessee; Jackson, Mississippi; Florence,
Huntsville, Anniston, Gadsden, Birmingham, Tuscaloosa, Montgomery and Dothan,
Alabama; and Panama City, Tallahassee, Jacksonville and Gainesville, Florida),
as well as the major highway corridors connecting those areas.
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The Company's principal executive offices are located at 1233 O.G. Skinner
Drive, West Point, Georgia 31833, and its telephone number is (706) 645-2000.
RECENT DEVELOPMENTS
Acquisitions
In order to position itself to become a leading provider of wireless
telecommunications services in the southeastern United States, the Company has
consummated two acquisitions: (i) in February 1996, the Company acquired
Powertel PCS Partners, L.P. ("Powertel"), which owned the licenses to provide
PCS in the Jacksonville, Florida; Memphis, Tennessee/Jackson, Mississippi; and
Birmingham, Alabama MTAs, for an aggregate of 9,686,410 shares of Common Stock
(the "Powertel Combination"); and (ii) in June 1996, the Company acquired the
license to provide PCS in the Atlanta MTA (the "Atlanta MTA Acquisition") for
approximately $195 million in cash.
Financing Activities
In order to partially finance certain buildout and operating costs
associated with the Company's PCS System, certain acquisition costs of the
Company's PCS Markets and the Atlanta MTA Acquisition, the Company has
consummated the following financing transactions (collectively, along with the
Powertel Combination and the Atlanta MTA Acquisition, the "Transactions"):
In February 1996, the Company received approximately $110.1 million of net
proceeds from the sale of 7,124,322 shares (which includes 124,332 shares
purchased pursuant to the underwriters' over-allotment option) of its Common
Stock in a public offering (the "Stock Offering").
In February 1996, the Company received approximately $192.2 million from
the Unit Offering (together with the Stock Offering, the "February Offerings").
In March 1996, the Company entered into an acquisition agreement (the
"Equipment Purchase Agreement") and a $125 million credit agreement (the "Vendor
Financing Agreement") with Ericsson Inc. ("Ericsson") regarding the purchase of,
and vendor financing for, PCS equipment and services.
In April 1996, the Company received and placed in escrow approximately
$193.2 million of net proceeds from the sale of $360.0 million principal amount
at maturity of the Company's 12% Senior Discount Notes due 2006 (the "Note
Offering").
In April 1996, the Company also received and placed in escrow approximately
$150.0 million of net proceeds from the sale of shares of its nonvoting Series A
Convertible Preferred Stock and nonvoting Series B Convertible Preferred Stock
in private placements to two investors (collectively, the "Preferred Stock
Sales").
On June 28, 1996, the Company consummated the Atlanta MTA Acquisition and
concurrently received the proceeds held in escrow from the Note Offering and the
Preferred Stock Sales and all accumulated interest thereon.
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RISK FACTORS
Prospective investors should consider carefully all of the information set
forth or incorporated by reference in this Prospectus and, in particular, the
following factors.
SIGNIFICANT CAPITAL REQUIREMENTS
The development, construction and initial start-up phase associated with
the implementation of the Company's PCS System will require substantial capital.
The Company currently estimates that capital expenditures relating to the
initial buildout of its PCS System will total approximately $440 million. Upon
completion of the initial buildout, which is expected by late 1997, the
Company's PCS System is expected to cover 81,000 square miles and approximately
60% of the population within the PCS Markets. The initial coverage will extend
across each of the 22 major metropolitan areas within the PCS Markets, as well
as the major highway corridors connecting those areas. The Company thereafter
expects to continue to build the PCS System in less populous areas of the PCS
Markets, based on customer needs and competitive factors (in the same way that
most of the country's cellular systems have been built).
The Company believes that it has acquired sufficient capital resources to
finance the development, construction and operating costs associated with the
initial buildout of the Company's PCS System through 1997. However, the Company
currently plans to participate in an upcoming auction by the Federal
Communications Commission ("FCC") for 10 MHz PCS licenses (the "10 MHz
Auction"), and the Company may acquire additional PCS licenses in the 10 MHz
Auction. If the Company is successful in acquiring additional licenses in the 10
MHz Auction, the Company would require additional capital resources to finance
the acquisition, development, construction and operating costs associated with
the buildout of such licenses, depending upon the number and location of 10 MHz
licenses acquired. Although the Company is currently unable to predict the
amount of expenditures that may be made after 1997 or in the event that it
should acquire additional licenses in the 10 MHz Auction, the Company expects
that it will require additional capital for such events. Sources of additional
capital may include vendor financing, cash flow from cellular operations, public
and private equity and debt financings by the Company and proceeds received from
any exercises of the Warrants. The Company may also require additional financing
in the event it decides to make other acquisitions. The extent of additional
financing required will depend on the success of the Company's businesses. The
Company currently has no other sources of income or cash flows other than its
cellular operations and the interest income earned from investing the net
proceeds of the February Offerings and the Note Offering. There can be no
assurance that additional financing will be available to the Company, or if
available, that it can be obtained on terms acceptable to the Company and within
the limitations contained in the Indentures relating to the Unit Offering and
the Note Offering (the "Indentures") or the Vendor Financing Agreement or that
may be contained in any future financing arrangements. Failure to obtain such
financing could result in the delay or abandonment of some or all of the
Company's development and expansion plans and expenditures, which could limit
the ability of the Company to meet its debt service obligations and could have a
material adverse effect on its business.
FUTURE OPERATING LOSSES AND NEGATIVE CASH FLOW FROM OPERATIONS
The Company expects to incur significant operating losses and to generate
negative cash flow from operating activities during the next several years,
while it develops and constructs its PCS System and builds a PCS customer base.
These losses and negative cash flow are expected to increase during the initial
years of the PCS System buildout and operation. There can be no assurance that
the Company will achieve or sustain profitability or positive cash flow from
operating activities in the future. If the Company cannot achieve operating
profitability or positive cash flow from operating activities, it may not be
able to meet its debt service or working capital requirements. See "-- PCS
System Implementation Risks; Operational Risks."
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ABILITY TO SERVICE DEBT; RESTRICTIVE COVENANTS; REFINANCING RISKS
As of June 30, 1996, the Company's total indebtedness was $425.0 million
and its stockholders' equity was $433.6 million. The accretion of original issue
discount on the notes issued in the Unit Offering and the Note Offering
(collectively, the "Notes") will cause an increase in indebtedness under the
Indentures of $323.4 million.
The Indentures and the Vendor Financing Agreement contain certain
restrictive covenants, and any additional financing agreements may contain
certain additional restrictive covenants. The restrictions contained in the
Indentures and the Vendor Financing Agreement will affect, and in some cases
will significantly limit or prohibit, among other things, the ability of the
Company to incur indebtedness, make prepayments of certain indebtedness, pay
dividends, make certain investments, engage in transactions with stockholders
and affiliates, issue capital stock, create liens, sell assets, and engage in
mergers and consolidations. If the Company fails to comply with the restrictive
covenants in the Indentures, the Company's obligation to repay the Notes may be
accelerated. However, the limitations set forth in the Indentures will be
subject to a number of important qualifications and exceptions. In particular,
while the Indentures restrict the Company's ability to incur additional
indebtedness by requiring compliance with specified leverage ratios, they permit
the Company and its subsidiaries to incur an unlimited amount of additional
indebtedness to finance the acquisition of inventory or equipment and up to $25
million of additional indebtedness under one or more revolving credit or working
capital facilities and in each case to secure such indebtedness. In addition to
the restrictive covenants described above, the Vendor Financing Agreement
requires the Company to maintain certain financial ratios. The failure of the
Company and its subsidiaries to maintain such ratios would constitute events of
default under the Vendor Financing Agreement, notwithstanding the ability of the
Company to meet its debt service obligations. An event of default under the
Vendor Financing Agreement would allow the lenders thereunder to accelerate the
maturity of such indebtedness. In such event, a significant portion of the
Company's other indebtedness may become immediately due and payable.
The successful implementation of the Company's PCS strategy is necessary
for the Company to be able to meet its debt service requirements. The buildout
of the PCS System may require substantial additional capital. See
"-- Significant Capital Requirements." In addition, the Company's ability to
satisfy its obligations once the PCS System is operational will be dependent
upon the Company's future performance, which is subject to a number of factors,
many of which are beyond the Company's control. See "-- PCS System
Implementation Risks; Operational Risks." There can be no assurance that the
Company can complete the PCS System or that, once completed, the Company will
generate sufficient cash flow from operating activities to meet its debt service
and working capital requirements. The indebtedness under the Vendor Financing
Agreement and the notes issued in the Unit Offering may need to be refinanced at
their maturity. The Company's ability to do so will depend on, among other
things, its financial condition at the time, the restrictions in the instruments
governing its indebtedness and other factors, including market conditions,
beyond the control of the Company. In addition, in the event the implementation
of the PCS System is delayed or the Company does not generate sufficient cash
flow to meet its debt service requirements, the Company may need to seek
additional financing. There can be no assurance that any such financing or
refinancing could be obtained on terms that are acceptable to the Company. In
the absence of such financing or refinancing, the Company could be forced to
dispose of assets in order to make up for any shortfall in the payments due on
its indebtedness under circumstances that might not be favorable to realizing
the highest price for such assets. Given that a substantial portion of the
Company's assets consist of intangible assets, principally licenses granted by
the FCC, the value of which will depend upon a variety of factors (including the
success of the Company's PCS and cellular businesses and the wireless
telecommunications industry in general), there can be no assurance that the
Company's assets could be sold quickly enough, or for sufficient amounts, to
enable the Company to meet its obligations.
RISKS RELATING TO SELECTION OF PCS DIGITAL PROTOCOL
When the FCC first licensed cellular systems in the United States, it
mandated all technical aspects of system operation and protocol to ensure
nationwide compatibility between all cellular carriers. Until the
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present time, however, the FCC has avoided mandating the technology protocols
for PCS operations, leaving each licensee free to select among several competing
technologies that have sufficient technological differences to preclude their
interoperability. This opportunity to choose among technologies could be altered
by certain actions the FCC may take in its rulemaking to implement the
Telecommunications Act of 1996 (February 8, 1996) (the "1996 Telecommunications
Act"). In order to promote network interconnectivity, the 1996
Telecommunications Act requires the FCC to oversee coordinated network planning
and participate in industry standards-setting organizations. Although the
Company has chosen Global System for Mobile Communications ("GSM") for
deployment in its PCS system and believes that GSM offers the Company
significant advantages over the other two principal competing technologies for
PCS deployment, there are certain risks associated with the deployment of GSM,
including the potential that the interconnectivity activities encouraged by the
1996 Telecommunications Act could require technological overlays to permit
interoperability with systems using different technology protocols. Any such
interoperability requirement could have a material adverse effect on the
Company. See "-- Government Regulation."
In the event interoperability standards are not required, a risk associated
with the selection of GSM as the Company's PCS protocol is the ability of the
Company to offer PCS roamer service to, and obtain PCS roamer service from,
other markets. In order for the Company's subscribers to roam in other wireless
markets (and vice-versa), at least one PCS licensee in the other market must
utilize the same digital protocol, or the subscribers must use a dual-mode
telephone that would permit the subscriber to use the existing cellular wireless
system in the other market. Such dual mode phones are not expected to be
available until the second half of 1997 and are expected to be more expensive
than single-mode phones. As of the date of this Prospectus, many other PCS
licensees (including Pacific Bell Mobile Services Corp., American Portable
Telecom, Inc., BellSouth Personal Communications, Inc. ("BellSouth"), Western
Wireless, Inc. ("Western Wireless"), Omnipoint Corporation and American Personal
Communications, Inc. ("APC")) and other high bidders in the recently concluded
PCS license auction for small business entities (including Pocket
Communications, Inc. and Mobile Tri-States, Inc.) have announced that they
intend to deploy GSM-based PCS systems. APC has been operating a GSM-based
system in the Washington D.C./Baltimore area since November 1995, Western
Wireless has begun offering commercial service using a GSM-based system in
Hawaii, Salt Lake City and Albuquerque in 1996, and BellSouth recently announced
commercial service using a GSM system in the Charlotte, North Carolina MTA.
Successful bidders for licenses in the 10 MHz Auction (in which the Company has
applied to participate) may also select GSM technology. However, several major
PCS licensees, including PrimeCo Personal Communications, L.P. ("PrimeCo"),
Sprint Spectrum L.P. ("Sprint Spectrum"), and a high bidder in multiple markets
in the recently-concluded small business auction, NextWave Personal
Communications, Inc. ("NextWave"), have publicly announced that they intend to
deploy PCS systems based on CDMA, a competing technology protocol of GSM. The
fact that the Company's PCS subscribers will not be able to roam into regions
not served by GSM-based PCS systems, unless the subscribers use dual-mode
telephones that would permit them to use the existing cellular wireless system,
may adversely affect the Company's ability to establish a PCS customer base and
to successfully compete in the PCS business with those PCS operators offering
greater roaming capabilities.
PCS SYSTEM IMPLEMENTATION RISKS; OPERATIONAL RISKS
The Company's proposed investment in the ownership, development and
operation of its PCS System involves a high degree of risk.
The Company currently is involved in the site acquisition and construction
phase of its PCS System. By late 1996, the Company expects to offer PCS service
to customers in certain of its PCS Markets, excluding the Atlanta MTA. By the
end of 1997, the Company expects to complete its initial buildout of the PCS
Markets, including the Atlanta MTA. This initial coverage will extend across
each of the 22 major metropolitan areas within the PCS Markets (Atlanta,
Augusta, Macon, Savannah, Columbus, Athens and Albany, Georgia; Chattanooga and
Memphis, Tennessee; Jackson, Mississippi; Florence, Huntsville, Anniston,
Gadsden, Birmingham, Tuscaloosa, Montgomery and Dothan, Alabama; and Panama
City, Tallahassee, Jacksonville and Gainesville, Florida), as well as the major
highway corridors connecting those areas. There can be no assurance that the
Company will be able to implement its PCS System in any particular market in
accordance
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with its current buildout plan and schedule. If the Company is not able to
implement its PCS buildout plan, the Company may be unable to provide services
comparable to those provided by the cellular and other PCS operators in the PCS
Markets, and the Company's PCS subscriber growth may be limited. In addition,
FCC rules require all PCS licensees to meet certain buildout and population
coverage requirements. Failure to comply with these requirements could cause
revocation or forfeiture of the Company's PCS licenses or the imposition of
fines on the Company by the FCC.
The successful implementation of the PCS System will depend, to a
significant degree, upon the Company's continued ability to lease or acquire
sites for the location of its base station equipment. The site selection process
requires the negotiation of lease or acquisition agreements for over 1,600 sites
for the entire PCS System (approximately 1,060 sites through 1997), and requires
the Company to obtain zoning variances or other governmental approvals or
permits. The Company has retained firms to provide site identification and
acquisition services in the PCS Markets, and these activities are currently in
progress. The Company expects that the site acquisition process will continue
throughout the buildout of the PCS System, as the Company expands the geographic
coverage of the system. In addition to site selection, the implementation of the
Company's PCS System involves construction, base station and equipment
installation and systems testing and requires that the Company relocate existing
licensees operating fixed microwave systems. See "-- Relocation of Fixed
Microwave Licensees." Like site acquisition, the Company expects that
construction, installation, testing and microwave relocation will continue
throughout the buildout of the PCS System, as the Company expands its geographic
coverage. Each stage involves various risks and contingencies, many of which are
not within the Company's control and all of which could adversely affect the
implementation of the Company's PCS System in the event of delays or other
problems.
The Company's success in the implementation and operation of its PCS System
also is subject to other factors beyond the Company's control. These factors
include, without limitation, changes in general and local economic conditions,
availability of equipment necessary to operate the PCS System, changes in
communications service rates charged by others, changes in the supply and demand
for PCS and the commercial viability of PCS systems as a result of competing
with wireline and wireless operators in the same geographic area, demographic
changes that might negatively affect the potential market for PCS, changes in
the federal and state regulatory scheme affecting the operation of PCS systems
(including the enactment, implementation and interpretation of new statutes,
including the 1996 Telecommunications Act, and the promulgation of changes in
the interpretation or enforcement of existing or new rules and regulations) and
changes in technology that have the potential of rendering obsolete the
technology and equipment that the Company intends to use to construct its PCS
System. See "-- Risks Relating to Selection of PCS Digital Protocol" and
"-- Government Regulation." In addition, the extent of the potential demand for
PCS cannot be estimated with any degree of certainty. There can be no assurance
that one or more of these factors will not have an adverse effect on the Company
and its business.
The development, construction and operation of its PCS System is expected
to place significant demands on the Company's management, operational and
financial resources. The Company's PCS System will be much larger than its
existing cellular system and is expected to have significantly more customers.
The Company's future performance will depend, in part, on the Company's ability
to implement and improve its operational and financial systems and to expand,
train and manage its employee base, including customer support, marketing and
sales personnel. There can be no assurance that the Company will be able to
successfully manage expected operations. Any failure to effectively manage
growth (including implementing adequate systems, procedures and controls in a
timely manner) could have a material adverse effect on the Company's business,
financial condition and results of operations.
Finally, there can be no assurance that the Company's PCS System will be
successfully integrated with its cellular system. The Company has operations in
several separate telecommunications markets with significantly different
characteristics and needs. Although the Company believes it has carefully
planned for the implementation of the new operational structure that will be
necessary as a result of its entry into the PCS business, there can be no
assurance that such plans can be executed as envisioned, or that the
implementation of those plans will not have an adverse impact on the Company's
existing operations.
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COMPETITION
The Company's PCS business will directly compete with up to five other PCS
providers in each of its PCS Markets. The Company also expects that existing
cellular providers in the PCS Markets, some of which have an infrastructure in
place and have been operational for a number of years, will upgrade their
systems to provide comparable services in competition with its PCS System. While
the Company believes that the other current PCS licensee in the Atlanta MTA will
commence service in the Atlanta MTA prior to late 1997, the Company, together
with other PCS providers that are expected to be technologically compatible,
will offer substantially broader coverage in the southeastern United States. In
addition, the Company expects to provide service before any subsequent licensees
in the Atlanta MTA. Principal cellular providers in the PCS Markets are AirTouch
Communications, Inc., GTE Mobile Communications Corporation, Palmer
Communications, Inc., U.S. Cellular, McCaw Cellular Communications, Inc.,
BellSouth Mobility, Inc., Alltel Mobile Communications, Inc. and Century
Cellunet, Inc. Principal PCS competitors in the PCS Markets are expected to be
PrimeCo, Sprint Spectrum, AT&T Wireless PCS, Inc. ("AT&T Wireless"), NextWave
and Southwestern Bell Mobile Systems, Inc.
The Company currently competes with other cellular licensees in each of its
Cellular Markets, and expects to compete in its Cellular Markets with several
PCS licensees. Among the PCS operators expected to compete with the Company in
the Cellular Markets are AT&T Wireless and Sprint Spectrum.
The Company expects to compete with other communications technologies that
now exist, such as conventional mobile telephone service, enhanced specialized
mobile radio ("ESMR") systems and paging services, and with cellular and PCS
resellers. In the future, cellular service and PCS will also compete more
directly with traditional landline telephone service providers and with cable
operators who expand into the offering of traditional communications services
over their cable systems. In addition, the Company may face competition from
technologies that may be introduced in the future.
All of such competition may be intense. There can be no assurance that the
Company will be able to compete successfully in this environment or that new
technologies and products that are more commercially effective than the
Company's technologies and products will not be developed. In addition, many of
the Company's competitors have substantially greater financial, technical,
marketing, sales, manufacturing and distribution resources than those of the
Company and have significantly greater experience than the Company in testing
new or improved telecommunications products and services and obtaining
regulatory approvals. Some competitors are expected to market other services,
such as cable television access or landline local exchange or interexchange
services, with their wireless telecommunications service offerings. Several of
the Company's competitors are operating, or planning to operate, through joint
ventures and affiliation arrangements, wireless telecommunications systems that
encompass most of the United States.
RELOCATION OF FIXED MICROWAVE LICENSEES
For a period of up to five years from the grant of a PCS license, a PCS
licensee will be required to share spectrum with existing licensees that operate
certain fixed microwave systems within its license area. To secure a sufficient
amount of unencumbered spectrum to operate its PCS System efficiently, the
Company has had to negotiate relocation arrangements with many of these
incumbent licensees. In an effort to balance the competing interests of existing
microwave users and newly authorized PCS licensees, the FCC has adopted a
transition plan to relocate such microwave operators to other spectrum blocks.
This transition plan allows most microwave users to operate in the PCS spectrum
for a two-year voluntary negotiation period and an additional one-year mandatory
negotiation period. For public safety entities dedicating a majority of their
system communications for police, fire or emergency medical services operations,
the voluntary negotiation period is four years. Parties unable to reach
agreement within these time periods may refer the matter to the FCC for
resolution, but the incumbent microwave user is permitted to continue its
operations until final FCC resolution of the matter. While the Company has
successfully reached agreements with some of the incumbent licensees who must be
relocated prior to the commercial launch of the Company's PCS System in many
markets, there can be no assurance that the Company will successfully implement
the relocations pursuant to the agreements or continue to reach favorable
agreements with other incumbent microwave licensees who may need to be
8
<PAGE> 11
relocated to allow the Company's planned expansion of its PCS System. Any delay
in the relocation of such licensees may adversely affect the Company's ability
to commence timely commercial operation of its PCS System. Furthermore,
depending on the terms of such agreements, if any, the Company's ability to
operate its PCS System profitably may be adversely affected. The Company
estimates that it may be required to relocate approximately 255 microwave links
operated by approximately 90 to 100 different microwave licensees in the PCS
Markets.
SIGNIFICANT CHANGE IN WIRELESS TELECOMMUNICATIONS INDUSTRY
The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing analog wireless systems, evolving industry standards, ongoing
improvements in the capacity and quality of digital technology, shorter
development cycles for new products and enhancements, and changes in end-user
requirements and preferences. There is also uncertainty as to the extent of
customer demand as well as the extent to which airtime and monthly access rates
may continue to decline. As a result, the future prospects of the industry and
the Company and the success of PCS and other competitive services, remain
uncertain.
RADIO FREQUENCY EMISSION CONCERNS; MEDICAL DEVICE INTERFERENCE
Media reports have suggested that certain radio frequency ("RF") emissions
from portable cellular telephones might be linked to cancer. While these reports
remain unsubstantiated by conclusive medical studies, concerns over RF emissions
may have the effect of discouraging the use of cellular telephones and other
wireless communications services, such as PCS, which could have an adverse
effect upon the Company's business. The FCC has a rulemaking proceeding pending
to update the guidelines and methods it uses for evaluating RF emissions from
radio equipment, including cellular telephones, and the 1996 Telecommunications
Act requires the FCC to complete this rulemaking by August 1996. The 1996
Telecommunications Act further mandates that state and local governments may not
deny requests for facilities siting, construction or modification based on the
environmental effects of RF emissions, so long as the facilities comply with the
FCC's emissions standards. While the FCC proposal would impose more restrictive
standards on RF emissions from low power devices such as portable cellular
telephones, it is believed that all cellular telephones currently marketed and
in use by the Company's customers already comply with the new proposed
standards. Although PCS handsets operate at lower power than cellular handsets
and are therefore likely to comply with the new proposed standards, the same
concerns about RF emissions could be present with PCS handsets.
Certain interest groups have requested that the FCC investigate claims that
the GSM technology poses health concerns and causes interference with hearing
aids and other medical devices. The Center for the Study of Electromagnetic
Compatibility at the University of Oklahoma, which was founded in 1994 with
funds from the wireless industry, has studied this issue and has released its
initial findings that, although no health or other risks have been conclusively
demonstrated, wireless technologies, including GSM, do cause certain levels of
interference. Additional studies funded by the wireless industry continue to
research these issues. There can be no assurance that the findings of such
studies will not have an adverse effect on the Company's business (including its
use of GSM technology) or that such findings will not lead to government
regulations that will have an adverse effect on the Company's business.
GOVERNMENT REGULATION
The licensing, construction, operation, sale and interconnection
arrangements of wireless telecommunications systems are regulated to varying
degrees by the FCC and also may be regulated by state regulatory agencies. As of
the date hereof, the states in which the Company currently provides or plans to
provide wireless service (Alabama, Arkansas, Florida, Georgia, Kentucky,
Louisiana, Maine, Mississippi, Missouri, South Carolina and Tennessee) either
have not sought to regulate such matters or, in the case of Louisiana, had its
petition to regulate rates and entry denied by the FCC. There can be no
assurance that either the FCC or those state agencies having jurisdiction over
the Company's business will not adopt regulations or take other actions that
would adversely affect the business of the Company. States may regulate certain
wireless matters
9
<PAGE> 12
without FCC approval, however, which may include, but are not limited to,
billing and consumer protection matters, facilities-siting issues, transfers of
control, bundling of services and equipment, and availability of capacity on a
wholesale basis. Also, under the 1996 Telecommunications Act, any agreement
reached between a local exchange carrier and another telecommunications carrier
for interconnection, provision of services, or access to network elements will
have to be submitted to the relevant state commission for approval. In addition,
FCC licenses to provide cellular and PCS services are subject to renewal and
revocation. The Company's cellular licenses for the Georgia/Alabama market and
the Maine market will expire in 2000 and 1998, respectively, and its PCS
licenses will expire in 2005. There may be competition for the licenses held by
the Company upon their expiration, and there can be no assurance that the
Company's licenses will be renewed.
The recently enacted 1996 Telecommunications Act imposes on all
telecommunications carriers, including the Company, duties to: (1) interconnect
with other telecommunications carriers; (2) employ technical standards and
features common with other networks; and (3) ensure that service is accessible
to disabled persons, if readily achievable. In addition, although the 1996
Telecommunications Act prohibits the FCC from requiring wireless operators to
provide subscribers with equal access to long distance carriers, the 1996
Telecommunications Act permits the FCC, if subscribers are denied access to
their preferred long distance carriers, to require unblocked access to the long
distance carriers through the use of carrier access codes. The Company cannot
predict the outcome of regulatory implementation of the 1996 Telecommunications
Act and the effect of any resulting regulation on provision of cellular service
or PCS, and there can be no assurance that such laws will not adversely affect
the Company's business or financial condition.
Under existing law, except in extraordinary circumstances, no more than 25%
of the Company's capital stock may be owned, directly or indirectly, or voted by
non-U.S. citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If the foreign ownership of the
Company were to exceed 25%, the FCC could revoke the Company's FCC licenses if
the FCC found the public interest would be served by such revocation, although
the Company could seek a waiver from the FCC of the foreign ownership
restrictions or take other actions to reduce the Company's foreign ownership
percentage in order to avoid the loss of its licenses. The Company's Third
Restated Certificate of Incorporation authorizes, and the Indentures permit, the
Board of Directors to cause the Company to redeem Common Stock at its fair
market value, or in certain cases the holder's purchase price, in order to
ensure compliance with the rules, regulations and policies of the FCC. The
restrictions on foreign ownership could also adversely affect the ability of the
Company to attract additional equity financing from entities that are, or are
owned by, non-U.S. persons.
SHARES ELIGIBLE FOR FUTURE SALE
The Company had 26,808,690 shares of Common Stock outstanding as of June
30, 1996, including 11,155,332 "restricted" shares of Common Stock (which
include 9,800,783 restricted shares held by persons who may be deemed affiliates
of the Company) and 696,851 additional shares of Common Stock held by persons
who may be deemed affiliates of the Company. The restricted shares mentioned
above include 1,468,922 shares issued in connection with the Company's
acquisition of Unity Cellular Systems, Inc. ("Unicel") in January 1994 (the
"Unicel Restricted Shares") and 9,686,410 shares issued in connection with the
Powertel Combination (the "Powertel Restricted Shares"). The holders of
restricted shares generally will be entitled to sell these shares in the public
securities market without registration under the Securities Act to the extent
permitted by Rule 144 (or Rule 145 as applicable) promulgated under the
Securities Act or any exemption under the Securities Act. The Unicel Restricted
Shares generally became eligible for sale under Rule 144 as currently in effect
beginning in February 1996, and the Powertel Restricted Shares generally will be
eligible for sale under Rule 144 as currently in effect beginning in February
1998.
As of June 30, 1996, the Company had reserved 2,400,000 shares of Common
Stock for issuance upon exercise of options outstanding or to be granted
pursuant to the Company's stock option plans. As of June 30, 1996, options to
purchase 1,596,903 shares of Common Stock were outstanding and unexercised. In
addition, the Company had issued 35,000 shares of Common Stock as of June 30,
1996 pursuant to its 1995 Employee Restricted Stock Plan and had reserved an
additional 165,000 shares of Common Stock for issuance pursuant to such plan. In
addition, subject to the effectiveness of the Registration Statement of which
this Prospectus is
10
<PAGE> 13
a part, the Warrants will become exercisable on August 7, 1996 to purchase
1,143,904 shares of Common Stock, in the aggregate, which shares are being
registered by the Registration Statement of which this Prospectus is a part. An
increase in the number of shares of Common Stock that may become available for
sale in the public market, or the perception that such sales may occur, could
adversely affect the market price prevailing from time to time of the Common
Stock in the public market and could impair the Company's ability to raise
additional capital through the sale of its equity securities.
DEPENDENCE ON KEY EMPLOYEES
The Company's affairs are managed by a small number of key management
personnel, the loss of any of whom could have an adverse impact on the Company.
The Company does not have any employment contracts with such persons, and it
does not intend to obtain "key person" insurance. There can be no assurance that
the Company can retain its key managerial and technical employees or that it can
attract, assimilate or retain other skilled technical personnel in the future.
Significant additional personnel also will be required to develop, construct and
operate the Company's PCS System.
CONFLICTS OF INTEREST
As of June 30, 1996, ITC Holding Company, Inc. ("ITC Holding") owned
approximately 27.5% and SCANA Communications, Inc. (formerly MPX Systems, Inc.)
owned approximately 16.8% (without taking into consideration the Series B
Convertible Preferred Stock) of the outstanding Common Stock. The Company has
adopted a policy requiring that any material transaction between the Company and
persons or entities affiliated with officers, directors or principal
stockholders of the Company be on terms no less favorable to the Company than
reasonably could have been obtained in arm's length transactions with
independent third parties. The Indentures contain similar requirements but
expressly permit (i) transactions approved by a majority of the disinterested
members of the Company's Board of Directors, (ii) transactions for which a
fairness opinion of a nationally recognized investment banking firm is received,
(iii) the payment of reasonable fees to outside directors of the Company, (iv)
transactions between the Company and wholly owned subsidiaries, and (v) any
payments pursuant to tax-sharing agreements. The Company expects to resolve any
potential conflicts of interest on a case-by-case basis, subject to the
applicable provisions of the Indentures, by taking into consideration relevant
factors and prevailing corporate practices.
ANTI-TAKEOVER EFFECT OF THIRD RESTATED CERTIFICATE OF INCORPORATION, RESTATED
BY-LAWS AND DELAWARE LAW
Certain provisions of the Company's Third Restated Certificate of
Incorporation and Restated By-laws and Delaware law could delay or impede the
removal of incumbent directors and could make more difficult a merger, tender
offer or proxy contest involving the Company, or could discourage a third party
from attempting to acquire control of the Company, even if such events would be
beneficial to the interests of the stockholders. In particular, the
classification of the Company's Board of Directors could have the effect of
delaying a change in control of the Company. In addition, the Third Restated
Certificate of Incorporation authorizes the Board of Directors to provide for
the issuance of shares of preferred stock (the "Preferred Stock") of the
Company, in one or more series, which the Board of Directors could issue without
further stockholder approval and upon such terms and conditions, and having such
rights, privileges and preferences, as the Board of Directors may determine. The
Delaware General Corporation Law also contains certain provisions that prohibit
certain business combination transactions under certain circumstances.
Under the Warrant Agreement, upon the occurrence of certain mergers and
consolidations with a person that does not have a class of equity securities
registered under the Exchange Act, the Company will be required to offer to
repurchase the Warrants. This feature of the Warrants may have the effect of
increasing the cost of purchasing the Company to any acquiror (including any
acquiror in a hostile merger).
DIVIDEND POLICY; RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company has never declared or paid any cash dividends on its capital
stock and does not anticipate paying cash dividends in the foreseeable future.
In addition, the Company will effectively be prohibited from
11
<PAGE> 14
paying cash dividends for the foreseeable future pursuant to restrictions
contained in the Indenture. See "-- Ability to Service Debt; Restrictive
Covenants; Refinancing Risks."
VOLATILITY OF STOCK PRICE
Since the Common Stock has been publicly traded, the market price of the
Common Stock has fluctuated over a wide range and may continue to do so in the
future. The market price of the Common Stock could be subject to significant
fluctuations in response to various factors and events, including, among other
things, the depth and liquidity of the trading market of the Common Stock,
variations in the Company's operating results and the difference between actual
results and the results expected by investors and analysts. In addition, the
stock market in recent years has experienced broad price and volume fluctuations
that have often been unrelated to the operating performance of companies. These
broad market fluctuations may also adversely affect the market price of the
Common Stock.
USE OF PROCEEDS
The net proceeds from any issuance of Common Stock upon exercise of the
Warrants are expected to be used to partially finance the development,
construction and operating costs and certain acquisition expenses associated
with the Company's PCS System.
PLAN OF DISTRIBUTION
The Company may from time to time issue up to 1,143,904 shares of Common
Stock to the holders of the Warrants upon exercise thereof by such holders and
in accordance with the Warrant Agreement. The Company will issue the Common
Stock directly or through agents to the holders of the Warrants.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1995 and
1994, and the consolidated statements of operations, cash flows and changes in
stockholders' equity for the period ended December 31, 1995 and financial
statement schedule incorporated by reference in the Registration Statement have
been audited by Arthur Andersen LLP, independent certified public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance and upon the authority of said firm as experts in giving said reports.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
are being passed upon for the Company by Hogan & Hartson L.L.P., Washington,
D.C., counsel for the Company. Hogan & Hartson L.L.P. also provides legal
services to ITC Holding, its affiliated companies and Campbell B. Lanier, III.
Anthony S. Harrington, a partner of the firm, beneficially owns 34,800 shares of
common stock of ITC Holding.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the Public Reference Section maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the
following regional offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, the Company's Common Shares are listed
on the Nasdaq Stock Market (Symbol: ICEL), and such reports, proxy
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<PAGE> 15
statements and other information concerning the Company also can be inspected at
the offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement"), of which this Prospectus is a part, under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance, reference is
made to the copy of such contract or documents filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information
regarding the Company and the Common Stock, reference is hereby made to the
Registration Statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.
Unless otherwise indicated, all population data set forth herein is based
on the 1990 United States Census, and all industry data set forth herein is
based upon information compiled by the Cellular Telecommunications Industry
Association ("CTIA") and/or Paul Kagan Associates, Inc.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "10-K").
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996.
All documents filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to termination
of the offering of the Common Stock to which this Prospectus relates shall be
deemed to be incorporated by reference in this Prospectus and shall be part
hereof from the date of filing of such document.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that it is modified or superseded
by a statement contained (i) in this Prospectus (i.e. where a statement herein
modifies or supersedes a statement in a previously filed document incorporated
or deemed to be incorporated by reference herein), (ii) in any accompanying
Prospectus Supplement relating to a specific offering of Common Stock or (iii)
in any other subsequently filed document that is also incorporated or deemed to
be incorporated by reference herein. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any accompanying Prospectus Supplement.
Subject to the foregoing, all information appearing in this Prospectus and each
accompanying Prospectus Supplement is qualified in its entirety by the
information appearing in the documents incorporated by reference.
The Company will provide upon written or oral request without charge to
each person to whom a copy of this Prospectus is delivered, including beneficial
owners, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be addressed to Jill Foehrkolb Dorsey, the Company's General Counsel, at
1233 O.G. Skinner Drive, West Point, Georgia 31833, telephone number (706)
645-2000.
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts except the SEC Registration
Fee and the NASD Filing Fee are estimated.
<TABLE>
<S> <C>
SEC Registration Fee............................................................ $ 69,655
NASD Filing Fee................................................................. 15,500
Blue Sky Fees and Expenses...................................................... 17,500
Accounting Fees and Expenses.................................................... 112,500
Legal Fees and Expenses......................................................... 325,000
Printing and Engraving Expenses................................................. 262,500
Miscellaneous................................................................... 19,311
--------
Total................................................................. $821,966
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law permits a corporation to exonerate its
directors from personal liability to the corporation or its stockholders for
monetary damages for breach of fiduciary duty, other than (1) for any breach of
the duty of loyalty to the corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for willful or negligent violations of provisions
regarding the unlawful payment of dividends or unlawful stock repurchases or
redemptions, or (4) for any transaction from which the person derived an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Delaware corporate law (and not for violation of other laws, such
as the federal securities laws). The Company's Third Restated Certificate of
Incorporation exonerates the Company's directors from monetary liability to the
extent permitted by this statutory provision.
The Company's Third Restated Certificate of Incorporation also provides
that, except as expressly prohibited by law, the Company shall indemnify any
person who was or is a party, or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative, or investigative) by reason of the fact that such
person is or was a director or officer of the Company (or is or was serving at
the request of the Company as a director or officer of another enterprise),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. Such
indemnification shall not be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company, unless
(and only to the extent that) the Delaware Court of Chancery or the court in
which such action or suit was brought determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such other court shall
deem proper. In addition, the Third Restated Certificate of Incorporation
provides for mandatory advancement of expenses incurred by an officer or
director upon request, to the extent permitted by law. The Delaware General
Corporation Law permits a corporation to advance expenses incurred by an officer
or director in defending any action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay in the event
that the director or officer is ultimately determined not to be entitled to
indemnification.
The Company maintains a liability insurance policy on behalf of all of its
directors and officers. Under this policy, directors and officers are insured
(and the Company is insured to the extent that it has properly
II-1
<PAGE> 17
indemnified its directors and officers) against liability for claims incurred by
reason of their breach of duty, neglect, error, misstatement, misleading
statement, omission or act, in their capacities as directors and officers and
solely by reason of their status as directors and officers. However, directors
and officers are not insured against certain types of claims, including claims
that arise out of a gain of personal profit, a criminal or fraudulent act, the
filing of a registration statement, an offering by means of a prospectus, or an
underwriting agreement for the offer or sale of a security.
The Company has entered into indemnity agreements with certain of its
directors and executive officers. Indemnification of a director or officer under
an indemnity agreement would add several protections to those provided by
Delaware law, the Company's Third Restated Certificate of Incorporation, and the
Company's liability insurance including the following: (i) the Company generally
would be obligated to advance litigation expenses to the indemnitee, subject to
a later determination that the indemnitee would not be permitted to receive such
indemnification under applicable law; (ii) to the extent permitted by law, the
indemnitee generally would be entitled to indemnification unless the Company
affirmatively determined that the indemnitee had not met the applicable standard
of conduct; (iii) upon a change in control (as defined in the indemnity
agreements) the Company could only seek legal advice with respect to
indemnification of the indemnitee from a special independent counsel selected by
the indemnitee, and only the special independent counsel would have the right to
make a final determination that the indemnitee has not met the requisite
standard of conduct; and (iv) the period of time in which the Company could sue
the indemnitee for an action would be limited to two years from the date that
the cause of action accrued. The Company anticipates that the protections
afforded by the indemnity agreements will contribute to the Company's ability to
attract and retain highly qualified directors and executive officers.
The Delaware General Corporation Law and Article 6 of the Third Restated
Certificate of Incorporation specifically provide for the indemnification of
directors and officers, and the Delaware General Corporation Law permits the
adoption of indemnity agreements generally. The enforceability of certain
provisions of the indemnity agreements has not been tested in court, however,
and remains subject to considerations of state law and public policy. The
indemnity agreements were not implemented in response to any pending or
threatened litigation involving directors or officers.
Subject to the possibility of unenforceability referred to above, the
indemnity agreements constitute binding agreements of the Company, and the
Company would be unable to modify its indemnification policy unilaterally in a
way that is adverse to any party to an indemnity agreement. The Securities and
Exchange Commission ("SEC") takes the position that indemnification of directors
and executive officers against violations of the Securities Act of 1933 is
against public policy and unenforceable. Accordingly, whenever an issuer
registers securities with the SEC it must execute an undertaking (a) to submit
to a court any such indemnification claim arising with respect to the registered
securities for a determination whether the clause is enforceable and (b) to be
bound by the court's decision. Accordingly, any claim made by a director or
executive officer of the Company for indemnification under an indemnity
agreement with respect to a claim subject to the Company's undertaking to the
SEC would have to be submitted to a court before final payment thereunder would
be made to the director or executive officer.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------- ----------------------------------------------------------------------------
<C> <C> <S>
**1 -- Form of Underwriting Agreement by and among InterCel, Inc., Morgan Stanley &
Co. Incorporated, PaineWebber Incorporated, The Robinson-Humphrey Company,
Inc. and Wheat, First Securities, Inc. as Underwriters.
**2(a) -- Business Combination Agreement dated as of August 23, 1995 by and among
InterCel, Inc., Powertel PCS Partners, L.P., the partners of Powertel PCS
Partners, L.P. and the stockholders of certain of the partners of Powertel
PCS Partners, L.P.
</TABLE>
II-2
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------- ----------------------------------------------------------------------------
<C> <C> <S>
2(b) -- Amended and Restated Business Combination Agreement dated as of August 12,
1993 among Unity Telephone Company, InterCel, Inc., and certain
stockholders of Unity Telephone Company, with Exhibits. (Filed as Exhibit
2 to Registration Statement on Form S-1, File No. 33-72734 ("1993 Form
S-1"), and incorporated herein by reference.)
2(c) -- Letter Agreement dated January 31, 1994 among Bert G. Clifford, Coral B.
Clifford, and InterCel, Inc. (Filed as Exhibit 2(a) to 1993 Form S-1, and
incorporated herein by reference.)
**2(d) -- Amendment No. 1 to Business Combination Agreement dated as of October 17,
1995 between InterCel, Inc. and InterCel PCS Services, Inc.
3(a) -- Restated Certificate of Incorporation dated June 3, 1992 of InterCel, Inc.
(Filed as Exhibit 3(a) to 1993 Form S-1, and incorporated herein by
reference.)
**3(b) -- Second Restated Certificate of Incorporation of InterCel, Inc.
3(c) -- Restated By-laws of InterCel, Inc. (Filed as Exhibit 3(b) to 1993 Form S-1,
and incorporated herein by reference.)
**4(a) -- Form of Indenture (including form of Note) between InterCel, Inc. and
Bankers Trust Company, as Trustee, relating to the Senior Discount Notes
Due 2006 of InterCel, Inc.
**4(b) -- Form of Warrant Agreement (including form of Warrant) between InterCel, Inc.
and Bankers Trust Company, as Warrant Agent, relating to the Warrants of
InterCel, Inc.
**5 -- Opinion of Hogan & Hartson L.L.P.
**8 -- Opinion of Hogan & Hartson L.L.P. with respect to certain tax matters.
10(a) -- Lease Agreement dated September 1, 1990 by and between Interstate Telephone
Company and Interstate Cellular, Inc. for the premises located at 910
First Avenue, West Point, Georgia (Filed as Exhibit 10(f) to Registration
Statement on Form S-18, File No. 33-41230 ("Form S-18"), and incorporated
herein by reference.)
10(b) -- Connection and Traffic Interexchange Agreement dated November 19, 1990
between Southern Bell Telephone and Telegraph Company and Interstate
Cellular, Inc. (Filed as Exhibit 10(h) to Form S-18, and incorporated
herein by reference.)
10(c) -- Connection and Traffic Interchange Agreement dated September 15, 1990 by and
between Interstate Telephone Company and Interstate Cellular, Inc. (Filed
as Exhibit 10(i) to Form S-18, and incorporated herein by reference.)
10(d) -- Building Lease dated November 1, 1991 between InterCel, Inc. and Riverside
Corporation. (Filed as Exhibit 10(q) to Annual Report on Form 10-K for the
year ended Dec. 31, 1991, File No. 33-41230, and incorporated herein by
reference.)
**10(e) -- InterCel, Inc. 1995 Employee Restricted Stock Plan (as amended on November
17, 1995).
**10(f) -- InterCel, Inc. 1991 Stock Option Plan (as amended on November 17, 1995).
10(g) -- InterCel, Inc. Amended Nonemployee Stock Option Plan. (Filed as Exhibit
10(q) to Annual Report on Form 10-K for the year ended Dec. 31, 1994, File
No. 0-23102 ("1994 Form 10-K"), and incorporated herein by reference.)
10(h) -- Amended and Restated Option Agreement dated as of October 29, 1993 among
InterCel, Inc., Bert G. Clifford, and Coral B. Clifford. (Filed as Exhibit
10(gg) to 1993 Form S-1, and incorporated herein by reference.)
10(i) -- Directed Employee Benefit Trust Agreement between The Charles Schwab Trust
Company and InterCel, Inc. (Filed as Exhibit 10(jjjj) to 1994 Form 10-K,
and incorporated herein by reference.)
**10(j) -- InterCel, Inc. 401(k) Profit Sharing Plan.
</TABLE>
II-3
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------- ----------------------------------------------------------------------------
<C> <C> <S>
10(k) -- Defined Benefit Pension Plan and Trust Adoption Agreement (Unity Telephone
Company) dated as of January 15, 1984. (Filed as Exhibit 10(ss) to 1993
Form S-1, and incorporated herein by reference.)
10(l) -- Defined Benefit Pension Plan (Unity Telephone Company). (Filed as Exhibit
10(tt) to 1993 Form S-1, and incorporated herein by reference.)
10(m) -- Amendment to the Unity Telephone Company Pension Plan dated June 29, 1992.
(Filed as Exhibit 10(uu) to 1993 Form S-1, and incorporated herein by
reference.)
10(n) -- Software License Agreement between InterCel, Inc. and Systematics
Telecommunications Services, Inc. dated July 24, 1992. (Filed as Exhibit
10(aa) to 1992 Form 10-KSB, and incorporated herein by reference.)
10(o) -- Lease Agreement dated August 17, 1992 between InterCel, Inc. and Eastern
Telecom. (Filed as Exhibit 10(cc) to 1992 Form 10-KSB, and incorporated
herein by reference.)
10(p) -- Customer Acceptance Agreement dated December 21, 1992 between InterCel, Inc.
and Interstate/Valley Telephone Company. (Filed as Exhibit 10(gg) to 1992
Form 10-KSB, and incorporated herein by reference.)
10(q) -- Agreement dated as of October 29, 1993 among InterCel, Inc., Unity Cellular
Systems, Inc., and New York Cellular Geographic Service Area, Inc. (Filed
as Exhibit 10(hh) to 1993 Form S-1, and incorporated herein by reference.)
10(r) -- Letter Agreement dated January 24, 1995 among InterCel, Inc., Unity Cellular
Systems, Inc. and New York Cellular Geographic Service Area, Inc. amending
Agreement dated October 29, 1993 among the same parties and filed as
Exhibit 10(q). (Filed as Exhibit 10(xxx) to 1994 Form 10-K, and
incorporated herein by reference.)
10(s) -- Directors and Officers Insurance and Company Reimbursement Policy. (Filed as
Exhibit 10(ii) to 1993 Form S-1, and incorporated herein by reference.)
10(t) -- Form of Indemnity Agreement. (Filed as Exhibit 10(jj) to 1993 Form S-1, and
incorporated herein by reference.)
**10(u) -- Loan Agreement dated as of January 31, 1994 between National Bank for
Cooperatives and Valley Finance, Inc.
**10(v) -- Promissory Note dated January 31, 1994 of Valley Finance, Inc.
**10(w) -- Promissory Note dated January 31, 1994 of InterCel, Inc.
10(x) -- Continuing Guaranty dated as of January 31, 1994 made by InterCel, Inc. for
the benefit of National Bank for Cooperatives. (Filed as Exhibit 10(kk) to
1993 Form S-1, and incorporated herein by reference.)
10(y) -- Security Agreement dated as of January 31, 1994 between InterCel, Inc. and
National Bank for Cooperatives. (Filed as Exhibit 10(ll) to 1993 Form S-1,
and incorporated herein by reference.)
10(z) -- Pledge Agreement dated as of January 31, 1994 between InterCel, Inc. and
National Bank for Cooperatives. (Filed as Exhibit 10(mm) to 1993 Form S-1,
and incorporated herein by reference.)
10(aa) -- Deed to Secure Debt and Security Agreement (Georgia) dated as of January 31,
1994 between InterCel, Inc. and National Bank for Cooperatives. (Filed as
Exhibit 10(nn) to 1993 Form S-1, and incorporated herein by reference.)
10(bb) -- Mortgage and Security Agreement (Alabama) dated as of January 31, 1994
between InterCel, Inc. and National Bank for Cooperatives. (Filed as
Exhibit 10(oo) to 1993 Form S-1, and incorporated herein by reference.)
10(cc) -- Mortgage and Security Agreement (Maine) dated as of January 31, 1994 between
Unity Cellular Systems, Inc. and National Bank for Cooperatives. (Filed as
Exhibit 10(pp) to 1993 Form S-1, and incorporated herein by reference.)
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------- ----------------------------------------------------------------------------
<C> <C> <S>
**10(dd) -- Continuing Guaranty dated as of January 31, 1994 made by Unity Cellular
Systems, Inc. for the benefit of National Bank for Cooperatives.
**10(ee) -- Security Agreement dated as of January 31, 1994 between Unity Cellular
Systems, Inc. and National Bank for Cooperatives.
**10(ff) -- Continuing Guaranty dated as of January 31, 1994 made by InterCel Licenses,
Inc. for the benefit of National Bank for Cooperatives.
**10(gg) -- Security Agreement dated as of January 31, 1994 between InterCel Licenses,
Inc. and National Bank for Cooperatives.
**10(hh) -- Acknowledgment and Agreement to Continuing Guaranty and Pledge Agreement
dated as of January 31, 1994 between Interstate Cellular, Inc. and
National Bank for Cooperatives.
10(ii) -- Letter of Commitment dated September 20, 1993 and Letter of Extension dated
December 9, 1993 from National Bank for Cooperatives. (Filed as Exhibit
10(ff) to 1993 Form S-1, and incorporated herein by reference.)
10(jj) -- Partnership Agreement dated as of June 1, 1992 between New York Cellular
Geographic Service Area, Inc. and Unity Cellular Systems, Inc. (Filed as
Exhibit 10(qq) to 1993 Form S-1, and incorporated herein by reference.)
10(kk) -- Software Product License Agreement dated May 2, 1988 between NovAtel
Communications Ltd. and Unity Cellular Systems, Inc. (Filed as Exhibit
10(rr) to 1993 Form S-1, and incorporated herein by reference.)
10(ll) -- Limited Partnership Agreement of Powertel PCS Partners, L.P. dated as of
October 26, 1994. (Filed as Exhibit 10(yyy) to 1994 Form 10-K, and
incorporated herein by reference.)
**10(mm) -- First Amendment of Limited Partnership Agreement of Powertel PCS Partners,
L.P. dated as of June 7, 1995.
10(nn) -- Management Agreement dated October 28, 1994 between Powertel PCS Partners,
L.P. and InterCel PCS Services, Inc. (Filed as Exhibit 10(zzz) to 1994
Form 10-K, and incorporated herein by reference.)
**10(oo) -- Agreement dated July 28, 1995 between InterCel, Inc. and GGT U.S.A./South,
Inc. d/b/a Bright House.
**/#/10(pp) -- DMS-MTX Cellular Supply Agreement dated March 29, 1995 between InterCel,
Inc. and Northern Telecom Inc.
**/#/10(qq) -- Amendment No. 1 to DMS-MTX Cellular Supply Agreement between InterCel, Inc.
and Northern Telecom Inc. dated August 9, 1995.
**/#/10(rr) -- DMS-MTX Cellular Supply Agreement dated August 9, 1995 between Unity
Cellular Systems, Inc. d/b/a Unicel and Northern Telecom Inc.
**10(ss) -- Lease Agreement effective as of July 1, 1995 between ITC Holding Company,
Inc., InterCel, Inc. and Telecommunications Operations Group.
**/#/10(tt) -- Information and Network Products and Services Agreement dated May 16, 1994
between Unity Cellular Systems, Inc. d/b/a Unicel and GTE
Telecommunication Services Incorporated.
**/#/10(uu) -- Information and Network Products and Services Agreement dated June 16, 1994
between InterCel, Inc. and GTE Telecommunication Services Incorporated.
**10(vv) -- Site Acquisition Services Agreement entered into as of September 18, 1995,
by and between Telesite Services, L.L.C. and Powertel PCS Partners, L.P.
**10(ww) -- Site Acquisition Services Agreement entered into as of September 15, 1995,
by and between Silvergate, L.L.C. and Powertel PCS Partners, L.P.
**10(xx) -- Site Acquisition Services Agreement entered into as of September 20, 1995,
by and between Teletronics, Inc. and Powertel PCS Partners, L.P.
</TABLE>
II-5
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- - ------- ----------------------------------------------------------------------------
<C> <C> <S>
**10(yy) -- Amendment No. 1 to Site Acquisition Services Agreement entered into as of
December 4, 1995 by and between Silvergate, L.L.C. and Powertel PCS
Partners, L.P.
**10(zz) -- ITC Holding Company, Inc. Employees Pension Plan and Trust (as amended on
December 15, 1994).
**/#/10(aaa) -- Memorandum of Understanding dated January 19, 1996 between InterCel, Inc.
and Ericsson, Inc.
**10(bbb) -- Commitment Letter dated January 4, 1996 between NationsBank of Texas, N.A.
and Unity Cellular Systems, Inc., InterCel Licenses, Inc. and InterCel,
Inc.
**11 -- Statement regarding Computation of Per Share Earnings.
**12 -- Statement regarding Computation of Ratio of Earnings to Fixed Charges.
**21 -- Subsidiaries of InterCel, Inc.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Hogan & Hartson L.L.P. (included in the legal opinions filed as
Exhibits 5 and 8 hereto)
**24(a) -- Powers of Attorney for the following individuals: Allen E. Smith, Fred G.
Astor, Jr., Campbell B. Lanier, III, Bert G. Clifford, William H. Scott,
III, J. Douglas Cox, O. Gene Gabbard, Mary Eunice Jones, J. Smith Lanier,
II, Maurice P. O'Connor, William T. Parr, Donald W. Weber, and Robert G.
Wyman.
**24(b) -- Powers of Attorney for the following individuals: H. DuWayne Bridges, Sr.,
Malcolm C. Davenport, V, and Earl I. Mullen.
24(c) -- Powers of Attorney for the following individuals: Allen E. Smith, Fred G.
Astor, Jr., Campbell B. Lanier, III, Bert G. Clifford, Donald W. Burton,
O. Gene Gabbard, Lawrence M. Gressette, Jr., Maurice P. O'Connor, William
H. Scott, III, and Donald W. Weber.
**25 -- Statement of Eligibility of Trustee on Form T-1 (separately bound).
**99(a) -- Letter dated June 21, 1995 from Bond & Pecaro, Inc.
**99(b) -- Consent of Bond & Pecaro, Inc.
**99(c) -- Consent of Lawrence M. Gressette, Jr. to be named as a director.
**99(d) -- Consent of William B. Timmerman to be named as a director.
**99(e) -- Consent of Donald W. Burton to be named as a director.
</TABLE>
- - ---------------
** Previously filed.
/#/ Confidential treatment has been granted. The copy filed as an exhibit omits
the information subject to the confidentiality request.
(B) FINANCIAL STATEMENT SCHEDULES.
Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the items incorporated herein by
reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
II-6
<PAGE> 22
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in this registration
statement;
provided, however, that subparagraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant further undertakes that:
For the purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the Common Stock offered
therein, and the offering of such Common Stock at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-7
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Point, State of Georgia, on this 5th day of
August, 1996.
INTERCEL, INC.
By: /s/ ALLEN E. SMITH
------------------------------------
Allen E. Smith
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 5th day of August, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ ALLEN E. SMITH President, Chief Executive Officer and
- - --------------------------------------------- Director (Principal executive officer)
Allen E. Smith
/s/ FRED G. ASTOR, JR. Executive Vice President and Chief Financial
- - --------------------------------------------- Officer (Principal financial officer and
Fred G. Astor, Jr. principal accounting officer)
* Chairman of the Board
- - ---------------------------------------------
Campbell B. Lanier, III
* Vice Chairman of the Board
- - ---------------------------------------------
Bert G. Clifford
* Director
- - ---------------------------------------------
Donald W. Burton
* Director
- - ---------------------------------------------
O. Gene Gabbard
* Director
- - ---------------------------------------------
Lawrence M. Gressette, Jr.
* Director
- - ---------------------------------------------
Maurice P. O'Connor
* Director
- - ---------------------------------------------
William H. Scott, III
Director
- - ---------------------------------------------
William B. Timmerman
* Director
- - ---------------------------------------------
Donald W. Weber
*By: /s/ ALLEN E. SMITH
- - ---------------------------------------------
Allen E. Smith
*By: /s/ FRED G. ASTOR, JR.
- - ---------------------------------------------
Fred G. Astor, Jr.
Attorneys-in-Fact
</TABLE>
II-8
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated February 9, 1996 included in Intercel, Inc.'s
Annual Report on Form 10-K for the year ending December 31, 1995 into the
Company's Registration Statement File No. 33-96218.
/s/ Arthur Andersen LLP
Atlanta, Georgia
August 4, 1996
<PAGE> 1
EXHIBIT 24(C)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Allen E. Smith and Fred G. Astor, Jr., jointly
and severally, each in his own capacity, his true and lawful attorney-in-fact,
with full power of substitution, for him and his name, place and stead, in any
and all capacities, to sign Post-Effective Amendment No. 1 on Form S-3 to the
Registration Statement on Form S-1 dated February 1, 1996 (Registration No.
33-96218), and any subsequent amendments thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 5th day of August, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Allen E. Smith President, Chief Executive Officer and
- - --------------------------------------------- Director (Principal executive officer)
Allen E. Smith
/s/ Fred G. Astor, Jr. Executive Vice President and Chief Financial
- - --------------------------------------------- Officer (Principal financial officer and
Fred G. Astor, Jr. principal accounting officer)
/s/ Campbell B. Lanier, III Chairman of the Board
- - ---------------------------------------------
Campbell B. Lanier, III
/s/ Bert G. Clifford Vice Chairman of the Board
- - ---------------------------------------------
Bert G. Clifford
/s/ Donald W. Burton Director
- - ---------------------------------------------
Donald W. Burton
/s/ O. Gene Gabbard Director
- - ---------------------------------------------
O. Gene Gabbard
/s/ Lawrence M. Gressette, Jr. Director
- - ---------------------------------------------
Lawrence M. Gressette, Jr.
/s/ Maurice P. O'Connor Director
- - ---------------------------------------------
Maurice P. O'Connor
/s/ William H. Scott, III Director
- - ---------------------------------------------
William H. Scott, III
Director
- - ---------------------------------------------
William B. Timmerman
/s/ Donald W. Weber Director
- - ---------------------------------------------
Donald W. Weber
</TABLE>
