As filed with the Securities and Exchange Commission on March 10, 1995
- -----------------------------------------------------------------------
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
incorporation or organization) Identification No.)
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 Maxium Proposed Maxium Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price Fee
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Common Stock, 533,109 $28.50 $15,193,606.50 $5,239.17
$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 March 6, 1995, as reported by the New
York Stock Exchange.
The Exhibit Index is located on page II-4.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 10, 1995
533,109 Shares
ALLTEL Corporation
Common Stock
All of the 533,109 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 March 9, 1995 was $28.625.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
======================================================================
Proceeds
to the Selling
Price to Public Shareholder(1)
Per Share................$ $
Total....................$ $
======================================================================
- -------------------------
(1) Expenses of issuance, estimated at approximately
$15,739.17, will be paid by the Selling Shareholder. 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.
March __, 1995
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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,
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.
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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 533,109 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 Consulting,
Noncompetition and Nondisclosure 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 shareholder, 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
Company previously filed with the Securities and Exchange
Commission a registration statement relating to certain shares
of Common Stock the Selling Shareholder received in the
Merger. The Registration Statement of which this Prospectus is
a part is the second registration statement filed by the
Company pursuant to the Registration Rights Agreement and
relates to remaining shares of Common Stock the Selling
Shareholder received in the Merger. The Registration Rights
Agreement provides that the registration expenses incurred in
connection with the first registration statement were to be
borne by the Company. Registration expenses incurred in
connection with the Registration Statement of which this
Prospectus is a part shall be borne by the Selling
Shareholder.
On March 9, 1995, the Selling Shareholder beneficially
owned 533,109 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 no shares of the Company's
Common Stock.
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<PAGE>
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 Selling Shareholder 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 31,189 shares of ALLTEL Common Stock with an
aggregate market value of $888,886.50 on March 8, 1995.
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,
1994, have been audited by Arthur Andersen LLP, 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.
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<PAGE>
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 Selling Shareholder, are estimated as follows:
Item Amount
SEC Registration Fee $ 5,239.17
Fees and Expenses of Counsel 6,000.00
Miscellaneous 4,500.00
TOTAL $15,739.17
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
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<PAGE>
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 (appearing at
page II-4 and incorporated by reference herein) are furnished
in connection with this registration statement.
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing 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
March 10, 1995.
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, President and Chief Executive
Officer and Director (Principal Executive Officer);
April 21, 1994
Tom T. Orsini, Senior Vice President-Finance and Corporate
Development (Principal Financial Officer);
April 21, 1994
Dennis J. Ferra, Senior Vice President-Accounting and
Administration(Principal Accounting Officer);
April 21, 1994
Ben W. Agee, Director; April 21, 1994
Lawrence L. Gellerstedt III, Director; ----------
W. W. Johnson, Director; April 21, 1994
Emon A. Mahony, Jr., Director; April 21, 1994
George C. McConnaughey, Director; April 21, 1994
John P. McConnell, Director; April 21, 1994
Philip F. Searle, Director; April 21, 1994
John E. Steuri, Director; April 21, 1994
Carl H. Tiedemann, Director; April 20, 1994
Ronald Townsend, Director; and April 21, 1994
William H. Zimmer, Jr., Director April 21, 1994
By: /s/ Francis X. Frantz
Francis X. Frantz,
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT EXHIBIT PAGE
NUMBER NUMBER
4.1 Amended and Restated Incorporated herein
Certificate of by reference to
Incorporation Exhibit B to
ALLTEL's Proxy
Statement dated
March 9, 1990
4.2 Bylaws of ALLTEL Incorporated herein
Corporation by reference to
Exhibit C to
ALLTEL's Proxy
Statement dated
March 9, 1990
4.3 Amended and Restated Incorporated herein
Rights Agreement by reference to
dated as of April ALLTEL's Form 8
26, 1989, between dated April 26,
ALLTEL Corporation 1989, filed with the
and Ameritrust Commission on April
Company, N.A. 28, 1989 (Commission
File No. 34-782096)
4.4 First Amendment to Incorporated herein
Amended and Restate by reference to
Rights Agreement ALLTEL's Form SE
dated as of April filed with the
16, 1990, between Commission on April
ALLTEL Corporation 23, 1990
and Ameritrust
Company, N.A.
5 Opinion of Rose Law II-6
Firm, a Professional
Association
23.1 Consent of Rose Law II-6
Firm, a Professional
Association,
contained in the
opinion filed as
Exhibit 5
23.2 Consent of Arthur II-8
Andersen LLP
24 Powers of Attorney II-10
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EXHIBIT 5
OPINION OF ROSE LAW FIRM
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<PAGE>
ROSE LAW FIRM
a Professional Association
Attorneys
120 East Fourth Street
Little Rock, Arkansas 72201-2893
Telephone (501) 375-9131
Telecopier (501) 375-1309
March 10, 1995
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 533,109 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
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<PAGE>
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
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<PAGE>
EXHIBIT 23.2
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 or incorporated by
reference in ALLTEL Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas
March 10, 1995
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<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
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<PAGE>
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
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
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<PAGE>
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
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
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<PAGE>
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
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
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<PAGE>
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
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
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<PAGE>
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
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.
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<PAGE>
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
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
II-15
-19-
<PAGE>
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
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
II-16
-20-
<PAGE>
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
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
II-17
-21-
<PAGE>
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
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
II-18
-22-
<PAGE>
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
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
II-19
-23-
<PAGE>
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
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 20th
day of April, 1994.
Signed: /s/ Carl H. Tiedemann
Name: Carl H. Tiedemann
II-20
-24-
<PAGE>
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
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
II-21
-25-
<PAGE>
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
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.
I-22
-26-
<PAGE>
