As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
360 COMMUNICATIONS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0649117
(State of Incorporation) (I.R.S. Employer
Identification No.)
8725 Higgins Road
Chicago, Illinois 60631
(Address of Principal Executive Offices)
360 COMMUNICATIONS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Kevin C. Gallagher, Esq.
Vice President, General
Counsel and Secretary
360 Communications Company
8725 Higgins Road
Chicago, Illinois 60631-2702
(773) 399-2500
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value,and
related Preferred
Stock purchase rights 500,000 shares $17.1875(1) $8,593,750(1) $2,604(1)
================================================================================
(1) Calculated pursuant to Rule 457(c) based on the average high and low prices
for the Registrant's common stock as quoted on the New York Stock Exchange
Composite Tape on March 24, 1997.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I
of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
360 Communications Company (the "Company") incorporates by reference herein
the following documents (File No. 1-14108): (1) The Company's most recent Annual
Report on Form 10-K; (2) all other subsequent reports (such as Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K) filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13(a)
the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (3) a
description of the Company's Common Stock under the caption "Description of
Capital Stock" contained in the Company's Registration Statement on Form 10
filed with the Commission on February 12, 1996, including the Information
Statement filed as Exhibit 99 thereto.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered hereunder have been sold or which deregisters all of the securities
offered then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers
(a) Section 145 of the Delaware General Corporation Law ("DGCL") gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, subject to specified
conditions and exclusions, gives a director or officer who successfully defends
an action the right to be so indemnified and authorizes the Company to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any bylaws, agreement, vote of stockholders or otherwise.
(b) Article Sixth of the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), requires the
Company to indemnify officers and directors to the fullest extent permitted by
Delaware law against all liability and loss suffered and expenses reasonably
incurred by such person in connection with any action, suit or proceeding by
reason of
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<PAGE>
the fact that such person is or was serving as a director or officer of the
Company or as a director, officer, trustee or in any other comparable position
of another enterprise at the Company's request; provided that the Company shall
not be required to indemnify or advance expenses to such person in connection
with an action, suit or proceeding initiated by such person unless the
initiation of such action, suit or proceeding was authorized in advance by the
Company's Board of Directors. The indemnification provided by Article Sixth of
the Certificate of Incorporation is not exclusive of any other rights to which
those seeking indemnification may be entitled under any statute, other provision
of the Certificate of Incorporation, the Company's Amended and Restated Bylaws
(the "Bylaws"), or any agreement, vote of stockholders or disinterested
directors, policy of insurance or otherwise, both as to action in their official
capacities and as to action in other capacities while holding their respective
offices. In the event Delaware law is changed to permit broader rights of
indemnification, the Certificate of Incorporation will automatically authorize
the Company to indemnify such persons to the fullest extent permitted by such
law, as so changed, without the need for any further action by the Company's
directors of stockholders.
(c) In accordance with Section 102(b)(7) of the DGCL, the Certificate of
Incorporation provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(1) breaches of their duty of loyalty to the Company or its stockholders; (2)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law; (3) under Section 174 of the DGCL (unlawful payment
of dividends) or (4) transactions from which a director derives an improper
personal benefit.
(d) Section 10 of the Bylaws requires the Company to indemnify any person
who is a party or is threatened to be made a party to any action, suit or
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the Company, or is serving as a director, officer, employee
or agent of another enterprise at the Company's request; provided that such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the Company's best interests, and with respect to any
criminal action or proceeding, that such person had no reasonable cause to
believe such person's conduct was unlawful. Such Section 10 further provides
that the Company shall not indemnify any person for any liabilities or expenses
incurred by such person in connection with an action, suit or proceeding by or
in the right of the Company 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 court in which the action, suit or proceeding is
brought determines that the person is entitled to indemnity for such expenses.
The indemnification provided by Section 10 of the Bylaws is not exclusive of any
other rights to which those seeking indemnification may be entitled under any
statute, other provision of the Bylaws, the Certificate of Incorporation, or any
agreement, vote of stockholders or disinterested directors, policy of insurance
or otherwise, both as to action in their official capacities and as to action in
other capacities while holding their respective offices.
(e) The Company has entered into indemnification agreements with each of
its directors and officers providing for indemnification of such persons to the
fullest extent allowed by law. The Company is required by such indemnification
agreements to advance litigation and related expenses to the indemnified
persons, subject to their undertaking to repay such amounts if it is ultimately
determined that they are not entitled to be indemnified by the Company
thereunder or otherwise.
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<PAGE>
(f) The Company maintains directors' and officers' liability insurance
covering such persons in their official capacities with the Company and its
subsidiaries.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Amended and Restated Certificate of Incorporation, as amended as of
March 4, 1996 (Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995).
4.2 Amended and Restated Bylaws (Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).
4.3 Certificate of Designation of First Series Junior Participating
Preferred Stock (Exhibit 3.3 to Amendment No. 4 to Registration
Statement No. 33-99756).
4.4 Form of Common Stock, $0.01 par value, certificate (Exhibit 4.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).*/
4.5 Rights Agreement dated as of March 5, 1996 between the Company and
Chemical Bank (Exhibit 10.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).*/
5.1 Opinion of Kevin C. Gallagher, Esq., Senior Vice President, General
Counsel and Secretary.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP, regarding the Kansas City SMSA Limited
Partnership.
23.3 Consent of Arthur Andersen LLP, regarding GTE Mobilnet of South Texas
Limited Partnership.
23.4 Consent of Arthur Andersen LLP, regarding Chicago SMSA Limited
Partnership.
23.5 Consent of Coopers & Lybrand L.L.P., regarding New York SMSA Limited
Partnership.
23.6 Consent of Coopers & Lybrand L.L.P., regarding Orlando SMSA Limited
Partnership.
23.7 Consent of Kevin C. Gallagher, Esq. (contained in Exhibit 5.1).
24.1 Powers of Attorney.
- --------------------------
*/ Incorporated by reference.
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<PAGE>
Item 9: Undertakings
Rule 415 Offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(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;
(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 the Registration
Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Chicago, Illinois, on March 31, 1997.
360 COMMUNICATIONS COMPANY
By: /s/ Kevin C. Gallagher
Kevin C. Gallagher
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statment has been signed by the following persons in the capacities
and on the dates indicated:
Signature Title Date
--------- ----- ----
* President and Chief March 31, 1997
- ----------------------- Executive Officer (Principal
Dennis E. Foster Executive Officer)
* Executive Vice President March 31, 1997
- ---------------------- and Chief Financial Officer
Michael J. Small (Principal Financial Officer)
* Senior Vice President -- March 31, 1997
- ------------------- Finance (Principal
Gary L. Burge Accounting Officer)
* Chairman of the Board of March 31, 1997
- ------------------- Directors
Frank E. Reed
* Director March 31, 1997
- ------------------
Lester Crown
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<PAGE>
* Director March 31, 1997
- --------------------
Michael Hooker
* Director March 31, 1997
- ------------------------
Robert E.R. Huntley
* Director March 31, 1997
- ------------------------
Valerie B. Jarrett
* Director March 31, 1997
- -----------------------
Alice M. Peterson
* Director March 31, 1997
- ------------------------
Charles H. Price, II
* By: /s/Kevin C. Gallagher
- ---------------------------
Kevin C. Gallagher
As Attorney-in-Fact
II-7
March 31, 1997
Board of Directors
360 Communications Company
8725 West Higgins Road
Chicago, Illinois 60631-2702
Re: 360 Communications Company Employee Stock Purchase Plan (the
"Plan"); Registration Statement on Form S-8
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Secretary of 360
Communications Company, a Delaware corporation (the "Company"), I have
participated in the preparation of a registration statement on Form S-8 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on the date hereof to
register 500,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), of the Company which may from time to time be offered and sold by the
Company in connection with the Plan.
In rendering this opinion, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the corporate records of the
Company, including its Amended and Restated Certificate of Incorporation, as
amended, its Amended and Restated Bylaws, and action by its Board of Directors,
and such other documents (including the Plan) which I have deemed relevant or
necessary as the basis for the opinion as hereinafter set forth. I have also
reviewed originals or copies, certified or otherwise identified to my
satisfaction of such corporate and other records, documents, certificates and
other papers, including certificates of public officials as I deemed necessary
to render this opinion.
Based upon and subject to the foregoing, I am of the opinion that the
Shares that will be originally issued under the Plan have been duly authorized
and, when issued pursuant to and in accordance with the Plan will be legally
issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and to
the inclusion of this opinion as an exhibit thereto.
Very truly yours,
By: /s/ Kevin C. Gallagher
Senior Vice President, General
Counsel and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan of 360 Communications
Company of our report dated February 26, 1997, with respect to the consolidated
financial statements and schedule of 360 Communications Company and Subsidiaries
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
March 26, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan of 360 Communications
Company of our report dated February 14, 1997, with respect to the consolidated
financial statements and schedule of Kansas City SMSA Limited Partnership
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission. The financial statements
referred to above are not included in the Form 10-K.
Ernst & Young LLP
San Antonio, Texas
March 27, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8) pertaining to the Employee
Stock Purchase Plan of 360 Communications Company of our report dated February
24, 2997, with respect to the financial statements of GTE Mobilnet of South
Texas Limited Partnership, included in 360 Communications Company's Annual
Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission; such financial statements are not included
separately in the Form 10-K.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 27, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan of 360 Communications
Company of our report dated January 17, 1997, with respect to the consolidated
financial statements of Chicago SMSA Limited Partnership, included in 360
Communications Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Securities and Exchange Commission; such financial
statements are not included separately in the Form 10-K.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 27, 1997
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
360 Communications Company on Form S-8 (No. 333- ) of our reports dated February
13, 1997 and March 21, 1996, on our audits of the financial statements of the
New York SMSA Limited Partnership.
Coopers & Lybrand L.L.P.
New York, New York
March 27, 1997
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of 360 Communications
Company of our report dated February 7, 1997 on our audit of the financial
statements of the Orlando SMSA Limited Partnership as of and for the year ended
December 31, 1996; such financial statements are not included separately in this
Registration Statement.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
March 26, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of March, 1997.
/s/ Dennis E. Foster
---------------------------------
Name: Dennis E. Foster
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of March, 1997.
/s/ Michael J. Small
---------------------------------
Name: Michael J. Small
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of March, 1997.
/s/ Gary L. Burge
------------------------------
Name: Gary L. Burge
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of March, 1997.
/s/ Frank E. Reed
---------------------------------
Name: Frank E. Reed
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of March, 1997.
/s/ Lester Crown
---------------------------------
Name: Lester Crown
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of March, 1997.
/s/ Michael Hooker
---------------------------------
Name: Michael Hooker
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of March, 1997.
/s/ Robert E. R. Huntley
---------------------------------
Name: Robert E. R. Huntley
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of March, 1997.
/s/ Valerie B. Jarrett
---------------------------------
Name: Valerie B. Jarrett
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection with the
Company's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 27th day of March, 1997.
/s/ Alice M. Peterson
---------------------------------
Name: Alice M. Peterson
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Dennis E. Foster, Michael J. Small, Debra L. Ferrari and Kevin C.
Gallagher, and each of them, any one of whom may act without the other, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign on his behalf a registration statement on Form S-8
(collectively, the "Registration Statement") relating to the registration of
500,000 shares of common stock, par value $.01 per share ("Common Stock"), of
360 Communications Company (the "Company") offered in connection withthe Cch
ompany's Employee Stock Purchase Plan, and any and all amendments to such
Registration Statement, which amendments may make such changes and additions to
the Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith with
the Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 26th day of March, 1997.
/s/ Charles H. Price, II
---------------------------------
Name: Charles H. Price, II
