Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1993
ALLTEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72203 (501) 661-8000
(Address, including zip code, of
principal executive offices)
_____________________________________
ALLTEL CORPORATION
1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of the plan)
______________________________________
FRANCIS X. FRANTZ
Senior Vice President - External Affairs, General Counsel and Secretary
One Allied Drive, Little Rock, Arkansas 72203
(501) 661-8000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
________________________________________
CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock, 90,000 $26.25 $ 2,362,500
$1.00 Par Value 910,000 $25.9375* $23,603,125
1,000,000 $25,965,625 $8,953.66
_____________________________________
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low
sales prices of a share of Common Stock on June 14, 1994, as reported
on the New York Stock Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ALLTEL Corporation ("ALLTEL") with
the Securities and Exchange Commission are incorporated herein by reference as
of their respective dates of filing:
(a) ALLTEL's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) ALLTEL's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993; and
(c) The description of ALLTEL's Common Stock and the related
Series A Preferred Stock Purchase Rights contained in the
registration statements filedpursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by ALLTEL pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereunder have been sold or which deregisters all shares then
remaining unsold hereunder shall be deemed to be incorporated by reference
herein 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.
The validity of the shares of ALLTEL Common Stock being registered
hereunder is being passed upon for ALLTEL by the Rose Law Firm, a Professional
Association, 120 East Fourth Street, Little Rock, Arkansas 72201. Members of
that firm owned ALLTEL securities with an aggregate market value of $732,780.13
as of June 14, 1994.
Item 6. Indemnification of Directors and Officers.
Article VII of ALLTEL's Amended and Restated Certificate of
Incorporation (the "Certificate") provides for the indemnification of
directors, officers, agents and employees for expenses incurred by them and
judgments rendered against them in actions, suits or proceedings in relation
to certain matters brought against them as such directors, officers, agents
and employees, respectively. The Certificate provides for indemnification to
the fullest extent permitted by the Delaware law. Any expansion of the
protection afforded directors, officers, employees or agents by the
Delaware General Corporation Law is
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automatically extended to ALLTEL's directors, officers, employees or agents,
as the case may be. The Certificate also permits ALLTEL to advance
expenses incurred by a director or officer in a legal proceeding prior
to final disposition of the proceeding.
In addition, as permitted under the Delaware General Corporation Law,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under these indemnity agreements, ALLTEL will indemnify its directors and
officers to the fullest extent permitted or authorized by the Delaware General
Corporation Law, as it may from time to time be amended, or by any other
statutory provisions authorizing or permitting such indemnification. Under the
terms of ALLTEL's directors' and officers' liability and company reimbursement
insurance policy, directors and officers of ALLTEL are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933 (the
"Securities Act"). ALLTEL will indemnify such officers and directors under the
indemnity agreements from all losses arising out of claims made against them
except those based upon illegal personal profit, recovery of short-swing
profits or dishonesty, provided, however, that ALLTEL's obligations will
be satisfied to the extent of any reimbursement under such insurance.
The Delaware General Corporation Law permits a Delaware corporation
to indemnify directors, officers, employees and agents under some circumstances
and mandates indemnification under certain limited circumstances. The
Delaware General Corporation Law permits a corporation to indemnify
an officer, director, employee or agent for fines, judgments or settlements,
as well as expenses in the context of actions other than derivative actions, if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation. Indemnification
against expensesincurred by a director, officer, employee or agent in
connection with a proceeding against such person for actions in such capacity
is mandatory to the extent that such person has been successful on the merits.
If a director, officer, employee or agent is determined to be liable to the
corporation, indemnification for expenses is not allowable, subject to limited
exceptions where a court deems the award of expenses appropriate. The Delaware
General Corporation Law grants express power to a Delaware corporation to
purchase liability insurance for its directors, officers, employees and agents,
regardless whether any such person is otherwise eligible for indemnification
by the corporation. Advancement of expenses is permitted, but a person
receiving such advances must repay those expenses if it is ultimately determined
that he is not entitled to indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index at Page 6.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
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 this registration statement; and
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this registration
statement; provided; however, that the undertakings
set forth in paragraphs (i) and (ii) above 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 registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this 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.
(b) The undersigned registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the registrant'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 the time
shall be deemed to be the initial bona fide offering thereof.
(c) 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 Act
and is, therefore, unenforceable. In the event that a claim for
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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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on
June 17, 1994.
ALLTEL CORPORATION
By: /s/ Francis X. Frantz
Francis X. Frantz,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Title and Signature Date
Joe T. Ford, Chairman and Chief Executive Officer (principal
executive officer) and Director; Max E. Bobbitt, President and
Chief Operating Officer and Director; Tom T. Orsini, Senior
Vice President - Finance and Corporate Development and
Assistant Secretary (principal financial officer); Dennis J.
Ferra, Senior Vice President - Accounting and Administration
(principal accounting officer); Ben W. Agee, Director; W.W.
Johnson, Director; Emon A. Mahony, Jr., Director; George C.
McConnaughey, Director; John P. McConnell, Director; Philip
F. Searle, Director; John E. Steuri, Director; Carl H. Tiedemann,
Director; Ronald Townsend, Director; and William H. Zimmer,
Jr., Director. June 17, 1994
1994
By: /s/ Francis X. Frantz
Francis X. Frantz,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
(4) INSTRUMENTS DEFINING THE RIGHTS
OF SECURITY HOLDERS, INCLUDING
INDENTURES:
4.1 Amended and Restated
Certificate of
Incorporation of
ALLTEL Corporation. . . . . . . . . . . Incorporated herein by
reference to Exhibit B
to ALLTEL's Proxy
Statement dated March 9, 1990
4.2 Bylaws of ALLTEL Corporation. . . . . . Incorporated herein by
reference to Exhibit C
to ALLTEL's Proxy
Statement dated March 9, 1990
4.3 Amended and Restated
Rights Agreement,
dated as of April 26,
1989, between ALLTEL
Corporation and
Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
reference to ALLTEL's Form 8
dated April 26, 1989, filed
with the Commission on
April 28, 1989
4.4 First Amendment to Amended
and Restated Rights
Agreement, dated as of
April 16, 1990, between
ALLTEL Corporation and
Ameritrust Company, N.A.. . . . . . . . Incorporated herein by
reference to ALLTEL's Form SE
filed with the Commission on
April 23, 1990
4.5 ALLTEL Corporation 1994 Stock
Option Plan for Nonemployee
Directors . . . . . . . . . . . . . . . Incorporated herein by
reference to Exhibit B to
ALLTEL's Proxy Statement
dated March 4, 1994
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(5) OPINION RE LEGALITY:
5.1 Opinion of Rose Law Firm,
a Professional Association. . . . . . Attached hereto as Exhibit 5.1
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Arthur Andersen & Co.. . . Attached hereto as Exhibit 23.1
23.2 Consent of Rose Law Firm,
a Professional Association. . . . . . [contained in their opinion
filed as Exhibit 5.1]
(24) POWERS OF ATTORNEY:
24.1 Powers of attorney of each person
whose signature on this Registration
Statement was signed pursuant
to a power of attorney. . . . . . . . Attached hereto as Exhibit 24.1
24.2 Resolutions of ALLTEL's Board of
Directors authorizing execution
of this Registration Statement
pursuant to a power of attorney . . . Attached hereto as Exhibit 24.2
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Exhibit 5.1
ROSE LAW FIRM
a Professional Association
Attorneys
120 East Fourth Street
Little Rock, Arkansas 72201-2893
Telephone: (501) 375-9191
Telecopier: (501) 375-1309
June 17, 1994
ALLTEL Corporation
One Allied Drive
Little Rock, AR 72203
Re: ALLTEL Corporation Form S-8 Registration Statement for stock
offered pursuant to the ALLTEL Corporation 1994 Stock Option
Plan for Nonemployee Directors
Gentlemen:
We have acted as counsel for ALLTEL Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares of the Company's Common Stock, $1.00 par value,
to be issued pursuant to the referenced Plan.
It is our opinion that the Common Stock has been duly and validly
authorized by the Company and, when issued, and when the certificates
representing shares are duly executed and delivered to holders, will be
validly and legally issued, fully paid and non-assessable shares of the
Company's Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
referenced Registration Statement.
Very truly yours,
ROSE LAW FIRM, a
Professional Association
By: /s/ Richard N. Massey
Richard N. Massey
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EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated
January 27, 1994, included in or incorporated by reference in ALLTEL
Corporation's Form 10-K for the year ended December 31, 1993.
ARTHUR ANDERSEN & COMPANY
Little Rock, Arkansas,
June 15, 1994.
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Max E. Bobbitt
Name: Max E. Bobbitt
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation,
to sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Tom T. Orsini
Name: Tom T. Orsini
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform
all things necessary to be done in connection with the foregoing as fully in
all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ George C. McConnaughey
Name: George C. McConnaughey
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform
all things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Ben W. Agee
Name: Ben W. Agee
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform
all things necessary to be done in connection with the foregoing as fully in
all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ W.W. Johnson
Name: W.W. Johnson
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in
all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ John E. Steuri
Name: John E. Steuri
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Emon A. Mahony, Jr.
Name: Emon A. Mahony, Jr.
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares ofcommon stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ John P. McConnell
Name: John P. McConnell
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Philip F. Searle
Name: Philip F. Searle
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
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<PAGE>
EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ William H. Zimmer, Jr.
Name: William H. Zimmer, Jr.
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EXHIBIT 24.1
1994 Stock Option Plan
for Nonemployee Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT: That the undersigned, a Director or
Officer, or both, of ALLTEL Corporation (the "Corporation"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints
Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz, or any of them,
attorneys-in-fact and agents for me and in my name and on my behalf,
individually and as a Director or Officer, or both, of the Corporation, to
sign a Registration Statement on Form S-8, and any amendments (including
post effective amendments) and supplements thereto, of the Corporation to be
filed with the Securities and Exchange Commission pursuant to any
applicable Rule under the Securities Act of 1933, as amended (the "Act"),
with respect to the registration of the shares of common stock of the
Corporation issuable upon exercise of options granted under the 1994
Stock Option Plan for Nonemployee Directors, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of April, 1994.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
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EXHIBIT 24.2
ALLTEL CORPORATION
Resolutions of the Board of Directors
April 21, 1994
Re: SEC Registration of Shares Issuable Upon Exercise
of Options Granted Under the 1994 Stock Option
Plan for Nonemployee Directors
WHEREAS, on January 27, 1994, the Board of Directors of the Corporation
approved the principal terms of an intended stock option plan for nonemployee
directors of the Corporation and authorized and directed the Executive
Committee of the Board of Directors to finalize the terms and conditions
of that plan and approve the final form thereof on behalf of the Board of
Directors:
WHEREAS, on February 21, 1994, the Executive Committee of the Board of
Directors finalized the terms and conditions of and adopted the 1994 Stock
Option Plan for Nonemployee Directors, effective as of January 27, 1994
(the "Plan"), subject to the approval thereof by the stockholders of the
Corporation at the 1994 Annual Meeting of Stockholders; and
WHEREAS, the Board of Directors deems it necessary and appropriate to
authorize compliance by the Corporation with applicable requirements of
the Securities Act of 1933, as amended (the "Act), the Securities and Exchange
Commission (the "SEC"), and applicable state securities authorities in
connection with the shares of the Corporation's common stock issuable upon
exercise of options granted under the Plan.
NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval of the
Plan by the stockholders of the Corporation at the Corporation's 1994 Annual
eeting, the Corporation prepare and file with the SEC, a Registration
Statement on Form S-8, together with all necessary exhibits thereto, in
accordance with the requirements of the Act, and the rules and regulations of
the SEC thereunder, for the registration of the shares of the Corporation's
common stock issuable upon exercise of options granted under the Plan (the
"Shares"), and that the appropriate officers of the Corporation be, and each of
them hereby is, authorized and directed, for and on behalf of the Corporation,
to prepare, execute, and file with the SEC the foregoing registration
statement and any and all amendments and supplements thereto that those officers
shall deem necessary or appropriate, and generally to execute and deliver any
and all documents and to do any and all acts and things necessary or
appropriate, to permit that registration statement to become effective and
thereafter for the continuation of the effectiveness thereof.
RESOLVED FURTHER, that each officer and director of the Corporation who
may be required to execute the foregoing Registration Statement or any
amendments thereto, be,
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and each of them hereby is, authorized and directed to execute a power-
of-attorney authorizing Joe T. Ford, Max E. Bobbitt, and Francis X. Frantz,
or any of them, as the Corporation's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to execute,
in the name, place, and stead of the Corporation, the registration statement,
any amendments thereto, and all instruments necessary or appropriate
in connection therewith, and to file any such power-of-attorney with the SEC;
and that the acts of such attorneys, or any such substitutes, be, and they
hereby are, authorized and approved.
RESOLVED FURTHER, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed, for and on behalf of the
Corporation, to take any and all action necessary or appropriate to effect the
registration or qualification (or exemption therefrom) of the Shares under any
applicable Blue Sky or securities laws of any State of the United States or any
district or territory of the United States and, in connection therewith, to
execute, acknowledge, verify, deliver, file, or cause to be published any
applications, reports, consents to service of process, and other documents that
may be required under such laws, and to take any and all further actions
necessary or appropriate in order to maintain any such registration,
qualification, or exemption for as long as may be necessary or required by law.
RESOLVED FURTHER, that if in any such State, district, or territory, a
prescribed form of resolution is required for an application or other
instrument filed for the purpose of registering, qualifying, or obtaining an
exemption for the Shares, and if the appropriate officers of the Corporation
determine to make application for the registration, qualification, or exemption
in such State, district, or territory, of the Shares, each such resolution shall
be deemed to have been, and hereby is, adopted, and the Secretary or an
Assistant Secretary of the Corporation is hereby authorized to certify the
adoption of any such resolution to be inserted in the minute book of the
Corporation on pages next following these resolutions and initialed by the
Secretary or an Assistance Secretary of the Corporation.
RESOLVED FURTHER, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed, for and on behalf of the
Corporation, to make applications to the New York Stock Exchange and the
Pacific Stock Exchange for the listing thereon (upon official notice of
issuance) of the Shares and that the officers of the Corporation be, and each
of them hereby is, authorized and directed, for and on behalf of the
Corporation, to prepare, execute, and file those listing applications with the
New York Stock Exchange and with the Pacific Stock Exchange, to make such
changes in those listing applications or in any documents or agreements
relating thereto as may be necessary to conform to the requirements of those
stock exchanges to effect such listing, and to take all such further action
and execute and deliver all such further documents in connection with the
processing of those listing applications as such officers shall deem necessary
or appropriate.
RESOLVED FURTHER, that the officers of the Corporation, be, and each of
them hereby is, authorized and directed, for and on behalf of the Corporation,
to take all such further actions and to execute, deliver, and file all
such further documents, as they deem necessary or appropriate fully to carry
out the intent and purposes of these resolutions.
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