Registration No. 33-
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 EMPLOYEES
(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,
$1.00 Par Value 10,000,000 $27.75* $277,500,000 $55,500.00
_____________________________________
* 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 December 18, 1995, 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, as amended by Amendment
Nos. 1, 2, and 3, for the year ended December 31, 1994;
(b) ALLTEL's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, as amended by Amendment No. 1, June 30, 1995, as
amended by Amendment No. 1, and September 30, 1995; and
(c) The description of ALLTEL's Common Stock and the
related Series A Preferred Stock Purchase Rights contained in the
registration statements filed pursuant 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 20,489 shares of ALLTEL Common Stock having an aggregate market
value of $568,569.75 as of December 18, 1995.
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
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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, 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
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index at Page 7.
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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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) (230.424(b) of the
Securities Act) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii)To include any material information with respect
to the plan of distribution not previously disclosed in 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 registration statement is
on Form S-3 (239.13 of the Securities Act), Form S-8
(239.16b of the Securities Act) or Form F-3 (239.33 of the
Securities Act), and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
Section 15(d) of the 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.
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(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
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
December 20, 1995.
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.
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Title and Signature Date
Joe T. Ford, Chairman, President, and Chief Executive Officer
(principal executive 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; John P. McConnell, Director; John E. Steuri, Director;
Carl H. Tiedemann, Director; Ronald Townsend, Director;
and William H. Zimmer, Jr., Director. December 20, 1995
By: /s/ Francis X. Frantz
Francis X. Frantz,
Attorney-in-Fact
6
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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 Employees Incorporated herein by reference to
Exhibit A 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 LLP 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
8
EXHIBIT 5.1
Rose Law Firm
A Professional Association
Attorneys
120 East Fourth Street
Little Rock, Arkansas 72201-2893
Telephone (501) 375-9131
Telecopier (501) 375-1309
December 20, 1995
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 Employees
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 10,000,000 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
9
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 23, 1995,
included in or incorporated by reference in ALLTEL Corporation' Form 10-K for
the year ended December 31, 1994.
/s/ Arthur Andersen LLP
Little Rock, Arkansas
December 20, 1995
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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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 Employees
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 employees,
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 Employees
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 employees,
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 24.1
1994 Stock Option
Plan for Employees
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 employees,
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 Employees
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 employees,
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 Employees
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 employees,
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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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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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EXHIBIT 24.1
1994 Stock Option
Plan for Employees
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 employees,
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.
21
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 Employees
WHEREAS, on January 27, 1994, the Board of Directors of the
Corporation approved the 1994 Stock Option Plan for Employees (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
Meeting, 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 and thereafter for the continuation of the effectiveness thereof.
RESOLVED FURTHER, that, subject to the approval of the Plan by the
stockholders of the Corporation at the Corporation's 1994 Annual Meeting, each
officer and director of the corporation who may be required to execute the
foregoing Registration Statement or any amendments thereto, be, 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,
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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 or 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 or 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 from 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 Assistant 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.
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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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