As filed with the Securities and Exchange Commission on June 7, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________________________
ALLTEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Allied Drive, Little Rock, Arkansas 72202 (501) 661-8000
(Address, including zip code, and telephone number,
including area code of principal executive offices)
__________________________________________________
FRANCIS X. FRANTZ
Senior Vice President - External Affairs,
General Counsel and Secretary
One Allied Drive, Little Rock, Arkansas 72202
(501) 661-8000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________________________
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
__________________________________________________
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
Title of to be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee
to be Registered Price Per Offering
Share* Price
Common Stock, 1,200,000 $25.75 $30,900,00 $10,655
$1.00 Par Value
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the high and low
sales prices of a share of Common Stock on June 2, 1994, as reported by
the New York Stock Exchange.
PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 7, 1994
1,200,000 Shares
ALLTEL Corporation
Common Stock
All of the 1,200,000 shares of common stock, $1 par value ("Common
Stock"), offered hereby are being sold for the account of John J. Whitehead,
200 Ashford Center North, Atlanta, Georgia 30338 (the "Selling Shareholder").
See "Selling Shareholder." The Company will not receive any of the proceeds
from the sale of the shares of Common Stock offered hereby.
The closing price per share of the Company's Common Stock on the New
York Stock Exchange on June 3, 1994 was $26.75.
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.
Proceeds
to the Selling
Price to Public Shareholder(1)
Per Share . . . . . . . $ $
Total . . . . . . . . . $ $
_________________________
(1) Expenses of issuance, estimated at approximately $15,000, will be paid
by the Company. See "Selling Shareholder."
__________________________________________________
The shares of Common Stock offered by this Prospectus are being offered
and sold by the Selling Shareholder in one or more open market transactions
on the New York Stock Exchange, in privately negotiated transactions or in a
combination thereof.
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 THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF SUCH STATE.
, 1994
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, with
respect to the shares being offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement and to the exhibits filed as a part thereof.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and, in each instance, reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, including exhibits and schedules thereto. The
Registration Statement may be inspected without charge at the Commission's
principal offices in Washington, D.C. Copies of the Registration Statement,
or any part thereof, may be obtained from the Commission's principal offices
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission . Such reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
Commission's following Regional Offices: 500 West Madison Street, Suite
1400, Chicago, Illinois, 60661; and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the New York Stock Exchange and the Pacific Stock
Exchange. Reports, proxy statements and other information is filed with, and
may be inspected at, such exchanges.
DOCUMENTS INCORPORATED BY REFERENCE
The Company incorporates by reference herein its Annual Report on Form
10-K for the fiscal year ended December 31, 1993 and its Quarterly Report on
Form 10-Q for the three months ended March 31, 1994.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date of this Prospectus and prior to the termination of the offering of the
securities offered hereby, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus
or in any other subsequently filed document which is also incorporated by
reference modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without
charge to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (other
than exhibits to such documents). Requests should be directed to: Mr. Ronald
D. Payne, Vice President-Corporate Communications of the Company, at One
Allied Drive, Little Rock, Arkansas 72202; telephone (501) 661-8000.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized by the Company in connection with the offering made by this
Prospectus. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this
Prospectus in any jurisdiction in which it is unlawful to make such an offer
or solicitation of an offer. Neither the delivery of this Prospectus nor any
distribution of the securities offered pursuant to this Prospectus shall,
under any circumstances, create any implication that there has been no change
in the information set forth herein or in the affairs of the Company or any
of its respective subsidiaries since the date of this Prospectus.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common
Stock offered hereby, nor will any such proceeds be available for use by it
or for its benefit.
SELLING SHAREHOLDER
All of the 1,200,000 shares of Common Stock offered hereby are being
offered for the account of the Selling Shareholder. Prior to September 30,
1993, the Selling Shareholder was the Chief Executive Officer, Chairman of
the Board of Directors and the principal shareholder of TDS Healthcare
Systems Corporation ("TDS"). On October 1, 1993, the Company, through a
wholly-owned subsidiary, completed a merger with TDS whereby two million
shares of the Company's Common Stock were issued for all the outstanding
shares of capital stock (and related stock options) of TDS (the "Merger").
In connection with the Merger, the Company, TDS and the Selling Shareholder
entered into a Consulting, Noncompetition and Nondisclosure Agreement dated
as of August 30, 1993, whereby the Company engaged the Selling Shareholder to
perform consulting services for the Company for a term ending on October 1,
1995. Under such agreement, the Selling Shareholder agreed to render to the
Company certain advisory and consulting services and to refrain from certain
activities which might compete with the business of TDS. In connection with
this agreement, the Selling Shareholder receives $270,000 per year in
addition to other benefits. Also, in connection with the Merger the Company
entered into a Registration Rights Agreement with the Selling Shareholder and
another party, whereby the Company is obligated, among other things, to file
two registration statements during a certain period with respect to shares of
the Company's Common Stock owned by such shareholders. The Registration
Statement of which this Prospectus is a part is the first such registration
statement filed by the Company. The Registration Rights Agreement provides
that the registration expenses incurred in connection with the first
registration statement are to be borne by the Company. Registration expenses
incurred in connection with a second registration statement are to be borne
by the persons on whose account the shares are being registered.
On May 27, 1994, the Selling Shareholder beneficially owned 1,733,109
shares of the Company's Common Stock. After completion of this offering
(assuming the sale of all the shares of Common Stock offered hereby), the
Selling Shareholder will beneficially own 533,109 shares of the Company's
Common Stock.
PLAN OF DISTRIBUTION
The Company's Common Stock is traded on the New York Stock Exchange.
The distribution of the shares offered hereby will be effected by the Selling
Shareholder in one or more open market transactions on the New York Stock
Exchange, in privately negotiated transactions or in a combination thereof.
The public price at which Shares will be sold will be determined by prices as
reported by the New York Stock Exchange or through private negotiations
between the buyer and the Selling Shareholder or their respective agents.
Any such transaction may involve the payment of broker or dealer fees,
commissions, or other remuneration to be negotiated and paid by the Selling
Shareholder at the time of the transaction.
The Company has agreed to pay all expenses of the preparation and filing
of the Registration Statement of which this Prospectus is a part. See
"Selling Shareholder."
INTEREST 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 beneficially owned 28,049 shares of ALLTEL
Common Stock with an aggregate market value of $718,895.87 on May 25, 1994.
EXPERTS
The consolidated financial statements of ALLTEL Corporation incorporated
by reference in ALLTEL Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1993, have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing.
PART II
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the issuance of the securities being
registered, all of which are to be paid by the Company, are estimated as
follows:
Item Amount
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . $10,655
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,655
______________________________
Item 15. 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 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 to indemnity provisions contained in the Certificate, 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 expenses incurred 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 16. Exhibits
The exhibits set forth on the Exhibit Index are furnished in connection
with this registration statement and are incororated by reference herein.
Item 17. Undertakings
The undersigned registrant hereby 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
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to 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.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
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 7, 1994.
ALLTEL CORPORATION
By: /s/ Francis X. Frantz
Francis X. Frantz,
Senior Vice President - External Affairs,
General Counsel and Secretary
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, Chief Executive Officer and Director;
Max E. Bobbitt, President and Director;
Tom T. Orsini, Senior Vice President-Finance and Corporate Development;
Dennis J. Ferra, Senior Vice President-Accounting and Administration;
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; and
Ronald Townsend, Director;
William H. Zimmer, Jr., Director
June 7, 1994
By:/s/ Francis X. Frantz
Francis X. Frantz,
Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER
4.1 Amended and Restated Incorporated herein by reference
Certificate of to Exhibit B to ALLTEL's Proxy
Incorporation Statement dated March 9, 1990
4.2 Bylaws of ALLTEL Incorporated herein by reference to
Corporation Exhibit C to ALLTEL's Proxy
Statement dated March 9, 1990
4.3 Amended and Restated Incorporated herein by reference to
Rights Agreement ALLTEL's Form 8 dated April 26, 1989,
dated as of April filed with the Commission on April 28,
26, 1989, between 1989 (Commission File No. 34-782096)
ALLTEL Corporation
and Ameritrust
Company, N.A.
4.4 First Amendment to Incorporated herein by reference to
Amended and Restated ALLTEL's Form SE filed with the
Rights Agreement Commission on April 23, 1990
dated as of April
16, 1990, between
ALLTEL Corporation
and Ameritrust
Company, N.A.
5 Opinion of Rose Law Included herein as Exhibit 5
Firm, a Professional
Association
23.1 Consent of Rose Law Contained in the opinion filed as
Firm, a Professional Exhibit 5 herein
Association
23.2 Consent of Arthur Included herein as Exhibit 23.2
Andersen & Co.
24 Powers of Attorney Included herein as Exhibit 24
EXHIBIT 5
OPINION OF ROSE LAW FIRM
ROSE LAW FIRM
a Professional Association
Attorneys
120 East Fourth Street
Little Rock, Arkansas 72201-2893
Telephone (501) 375-9131
Telecopier (501) 375-1309
June 7, 1994
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
Re: ALLTEL Corporation Form S-3 Registration Statement
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 1,200,000 shares of the Company's Common Stock, $1.00 par value,
issued in connection with the merger of a wholly-owned subsidiary of the
Company with and into TDS Healthcare Systems Corporation.
It is our opinion that such shares of the Company's Common Stock have
been duly and validly authorized by the Company, and such shares of Common
Stock are validly and legally issued, fully paid and nonassessable.
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
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN & CO.
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 or incorporated by reference in ALLTEL Corporation's Form 10-K
for the year ended December 31, 1993, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Little Rock, Arkansas
June 6, 1994
EXHIBIT 24
POWERS 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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Ben W. Agee
Name: Ben W. Agee
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Max E. Bobbitt
Name: Max E. Bobbitt
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Dennis J. Ferra
Name: Dennis J. Ferra
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Joe T. Ford
Name: Joe T. Ford
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ W. W. Johnson
Name: W. W. Johnson
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Emon A. Mahony, Jr.
Name: Emon A. Mahony, Jr.
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ George C. McConnaughey
Name: George C. McConnaughey
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ John P. McConnell
Name: John P. McConnell
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Tom T. Orsini
Name: Tom T. Orsini
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Philip F. Searle
Name: Philip F. Searle
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ John E. Steuri
Name: John E. Steuri
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ Ronald Townsend
Name: Ronald Townsend
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,
attorney-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-3, 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 registering some or all of the unregistered shares of the Corporation's
common stock received in connection with the Corporation's acquisition of TDS
Healthcare Systems Corporation by the stockholders thereof, 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 WHERE, I have hereunto set my hand this 21st day of April,
1994.
Signed: /s/ William H. Zimmer, Jr.
Name: William H. Zimmer, Jr.
