<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ALLTEL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ALLTEL CORPORATION
One Allied Drive - Little Rock, Arkansas 72202
Telephone (501) 661-8000
March 3, 1995
Dear Stockholder:
The 1995 Annual Meeting of Stockholders of ALLTEL Corporation will be held on
Thursday, April 20, 1995, for the purposes set forth in the accompanying notice.
The matters to be voted upon are explained in the proxy statement included with
the notice.
It is important that you complete and return your proxy as promptly as possible.
Sincerely,
Joe T. Ford
Chairman, President, and
Chief Executive Officer
<PAGE> 3
ALLTEL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1995
To the Stockholders of
ALLTEL Corporation:
Notice Is Hereby Given That the 1995 Annual Meeting of Stockholders of
ALLTEL Corporation ("ALLTEL") will be held in the Statehouse Conference Center,
#2 Statehouse Plaza, Little Rock, Arkansas 72202, on Thursday, April 20, 1995,
at 11:00 a.m. (local time), for the following purposes:
1. To elect directors to the class whose term will expire in 1998.
2. To elect independent auditors for the current fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
A copy of the Annual Report for the calendar year 1994 has been mailed to
each stockholder receiving this Notice.
Only holders of the Common Stock and of each series of the voting
Cumulative Preferred Stock, $25 par value, of record at the close of business on
February 24, 1995, are entitled to notice of and to vote at the meeting or at
any adjournment thereof; holders of unexchanged stock certificates of certain
companies previously acquired by ALLTEL are entitled to notice of the meeting
and shall be entitled to vote if they have exchanged their stock certificates
for ALLTEL certificates by April 20, 1995.
Little Rock, Arkansas By Order of the Board of Directors,
March 3, 1995 FRANCIS X. FRANTZ,
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE FILL IN, SIGN, DATE, AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE> 4
PROXY STATEMENT
ONE ALLIED DRIVE, LITTLE ROCK, ARKANSAS 72202
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 20, 1995
To the Stockholders:
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ALLTEL Corporation ("ALLTEL") to be used at
its 1995 Annual Meeting of Stockholders to be held on Thursday, April 20, 1995,
and at any adjournment or adjournments thereof. Shares represented by properly
executed proxies will be voted at the meeting. If a choice is specified by a
stockholder, the proxy will be voted in accordance with that choice. Any proxy
may be revoked at any time insofar as it has not been exercised.
This Proxy Statement is being mailed to stockholders beginning on March 3,
1995.
The close of business on February 24, 1995, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting or any adjournment thereof. On the record date, there were
outstanding and entitled to vote 188,701,756 shares of Common Stock and 340,792
shares of voting Cumulative Preferred Stock; up to 42,440 additional shares of
Common Stock would be entitled to vote in the event the unexchanged stock
certificates of certain companies previously acquired by ALLTEL were exchanged
for ALLTEL certificates by April 20, 1995.
On all matters to be acted upon at the meeting, each share of Common Stock
is entitled to one vote per share, and each share of voting Cumulative Preferred
Stock is entitled to one vote per share (share for share with the holders of the
Common Stock). Under Delaware law and ALLTEL's Restated Certificate of
Incorporation, if a quorum is present at the meeting (a) the three nominees for
election as directors for the term ending in 1998 who receive the greatest
number of votes cast for the election of directors at the meeting by the shares
present in person or by proxy and entitled to vote shall be elected directors
for the term ending in 1998 and (b) proposal 2 and any other matters submitted
to a vote of the stockholders must be approved by the affirmative vote of the
majority of shares present in person or by proxy and entitled to vote on the
matter. In the election of directors, any action other than a vote for a nominee
will have the practical effect of voting against the nominee. Abstention from
voting will have the practical effect of voting against any of the other matters
because the abstention results in one less vote for approval. Broker nonvotes on
one or more matters will have no impact because they are not considered "shares
present" for voting purposes.
<PAGE> 5
ELECTION OF DIRECTORS
The ALLTEL Board of Directors presently consists of twelve members divided
into three classes, one of which consists of three members, one of which
consists of four members, and one of which consists of five members. Mr. Max E.
Bobbitt, formerly President and Chief Operating Officer of ALLTEL and a member
of the class whose term expires in 1995, retired, effective January 4, 1995, and
thereafter resigned as a director, effective January 26, 1995. Messrs. George C.
McConnaughey and Philip F. Searle, currently members of the class whose term
expires in 1995, will retire as directors at the 1995 Annual Meeting in
accordance with the retirement policy for directors specified in Article X of
ALLTEL's Bylaws. Mr. Lawrence L. Gellerstedt, III, currently a member of the
class whose term expires in 1995, and Messrs. Emon A. Mahony, Jr. and Ronald
Townsend, currently members of the class whose term expires in 1997, are
nominees for election at the 1995 Annual Meeting for the term ending in 1998. In
the event he is elected to the class whose term expires in 1998, each of Messrs.
Mahony and Townsend will cease to be a member of the class whose term expires in
1997. Following the election of directors at the Annual Meeting, the Board of
Directors will consist of ten members divided into three classes, two of which
will consist of three members (the classes of 1997 and 1998) and one of which
will consist of four members (the class of 1996).
Unless otherwise directed, the persons named in the accompanying form of
proxy will vote that proxy for the election of the three persons named below,
with each to hold office for a term of three years until the 1998 Annual Meeting
or until his successor is elected and qualified. In case any nominee is unable
to serve (which is not anticipated), the persons named in the proxy may vote for
another nominee of their choice. For each nominee and each director whose term
expires in 1996 and 1997, there follows a brief listing of principal occupations
for at least the past five years, other major affiliations, ALLTEL Board
Committees, and age. The year in which each such person was initially elected as
an ALLTEL director is also set forth below; the year indicated for each of
Messrs. Ford, Mahony, and Tiedemann is the year in which his directorship
commenced with Allied Telephone Company (their directorships with ALLTEL
commenced on October 25, 1983, the date on which Allied Telephone Company merged
with ALLTEL).
2
<PAGE> 6
NOMINEES -- TERM ENDING 1998
LAWRENCE L. GELLERSTEDT, III, Chairman and Chief Executive
Officer and director of Beers Construction Company, Atlanta,
Georgia; prior to June 1994, President and Chief Executive
Officer of Beers Construction Company. Director of ALLTEL
since 1994. Member of Audit Committee. Age 38.
EMON A. MAHONY, JR., President and director of Arkansas
Oklahoma Gas Corporation, Fort Smith, Arkansas. Director of
ALLTEL since 1980. Member of Audit and Executive Committees
and Chairman of Pension Trust Investment Committee. Age 53.
RONALD TOWNSEND, President of Gannett Television Group,
Gannett Co., Inc., Arlington, Virginia. Director of
NationsBank Corporation. Director of ALLTEL since 1992. Member
of Audit Committee and Chairman of Nominating Committee. Age
53.
3
<PAGE> 7
DIRECTORS -- TERM ENDING 1996
W. W. JOHNSON, Chairman of the Executive Committee and
director of NationsBank Corporation, Charlotte, North Carolina
(a bank holding company). Director of The Liberty Corporation
and Duke Power Company. Director of ALLTEL since 1990.
Chairman of Compensation Committee and member of Nominating
Committee. Age 64.
JOHN E. STEURI, Chairman of the Board and Chief Executive
Officer of ALLTEL Information Services, Inc., a wholly-owned
subsidiary of ALLTEL; prior to January 1992, Chairman of the
Board, President, and Chief Executive Officer of Systematics
Information Services, Inc. Director of National Computer
Systems and Trustee of Northwestern Mutual Life Insurance
Company. Director of ALLTEL since 1990. Age 55.
CARL H. TIEDEMANN, General Partner of Tiedemann, Boltres
Partners, New York, New York (an investment management
partnership); former President of Donaldson, Lufkin &
Jenrette, Inc. until his retirement in 1980. Director of
Piedmont Management Company, Dillon Reed Fund, and Kleinwort
Benson Fund. Former Governor of the American Stock Exchange,
advising director of Nikko Securities International, and
director of Winrock International. Director of ALLTEL since
1980. Member of Compensation and Pension Trust Investment
Committees. Age 68.
WILLIAM H. ZIMMER, JR., Vice Chairman and director of
Cincinnati Financial Corporation, Cincinnati, Ohio (an
insurance holding company). Director of ALLTEL since 1985.
Member of Executive, Audit, and Pension Trust Investment
Committees. Age 65.
4
<PAGE> 8
DIRECTORS -- TERM ENDING 1997
BEN W. AGEE, Consultant; former Chairman of the Board and
Chief Executive Officer and director of CP National
Corporation until it was acquired by ALLTEL on December 30,
1988, at which time he became a director of ALLTEL. Member of
Compensation Committee. Age 68.
JOE T. FORD, Chairman of the Board, President, and Chief
Executive Officer of ALLTEL; from April 1993 until January
1995, Chairman of the Board and Chief Executive Officer of
ALLTEL, and, prior to April 1993, Chairman of the Board,
President, and Chief Executive Officer of ALLTEL. Director of
The Dial Corp. Director of ALLTEL since 1960. Chairman of
Executive Committee. Age 57.
JOHN P. MCCONNELL, Vice Chairman and Chief Executive Officer
and director of Worthington Industries, Inc., Columbus, Ohio
(engaged in metal processing and manufacturing); from June
1992 until June 1993, Vice Chairman of Worthington Industries,
Inc. and, prior to June 1992, President of JMAC, Inc. and Vice
President-General Manager of The Worthington Steel Company.
Director of ALLTEL since 1994. Member of Compensation
Committee. Age 41.
5
<PAGE> 9
During 1994, there were seven meetings of ALLTEL's Board of Directors. All
of the directors attended 75% or more of the meetings of the Board and Board
Committees on which they served; attendance averaged 97% at those meetings. The
standing Committees of the Board are the Executive Committee, Audit Committee,
Compensation and Incentive Stock Option Committee, Pension Trust Investment
Committee, and Nominating Committee. The functions of the Audit, Compensation,
and Nominating Committees are described below.
The Audit Committee held four meetings during 1994. This Committee meets
with ALLTEL's independent public accountants, internal auditors, and financial
executives, reviews the scope and results of audits by the internal auditors and
the independent public accountants, recommends nomination of independent public
accountants to the Board, reviews procedures for internal auditing, reviews
management responses to audit reports, reviews the implementation of the Code of
Conduct, and reviews various other matters, including the adequacy of internal
controls and security, application of new accounting rules, and other issues
that may from time to time be of concern to the Committee or to the members of
the Board.
The Compensation Committee held five meetings during 1994, at which it
reviewed and made recommendations to the Board with respect to fixing
compensation of and benefits for ALLTEL's principal officers. Members of the
Compensation Committee serve as members of the Incentive Stock Option Committee,
which met twice during the year.
The Nominating Committee held two meetings during 1994. The Nominating
Committee is responsible for making recommendations to the Board of Directors
concerning the size and composition of the Board and the selection of candidates
as nominees for election as directors. The Committee will consider qualified
candidates recommended by stockholders, who should submit any such
recommendations to the Nominating Committee, in care of the Corporate Secretary,
One Allied Drive, Little Rock, Arkansas 72202, with a detailed statement of the
qualifications of those candidates.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth below is certain information, as of February 24, 1995, with
respect to any person known to ALLTEL to be the beneficial owner of more than 5%
of any class of ALLTEL's voting securities, all of which are shares of Common
Stock:
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- ------------------------- ---------------------------------- ---------------------------------- ------------
<S> <C> <C> <C>
Common Stock Stephens Group Inc. 16,627,920 shares (sole voting and 8.81
111 Center Street investment power)
Little Rock, AR 72201
Common Stock Cincinnati Financial 13,040,708 shares (sole voting and 6.91
Corporation investment power)
P. O. Box 14596
Cincinnati, OH 45250-5496
</TABLE>
6
<PAGE> 10
<TABLE>
Set forth below is certain information, as of February 24, 1995, as to
shares of each class of ALLTEL equity securities beneficially owned by each of
the non-management directors, each of the executive officers identified in the
Summary Compensation Table on page 13 (other than Max E. Bobbitt, who retired
from ALLTEL effective January 4, 1995), and by all directors and executive
officers of ALLTEL as a group. Except as otherwise indicated by footnote, all
shares reported below are shares of Common Stock, and the nature of the
beneficial ownership is sole voting and investment power:
<CAPTION>
AMOUNT AND NATURE PERCENT OF CLASS
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP IF 1% OR MORE
---------------------------------------- --------------------------- ---------------------
<S> <C> <C> <C>
NON-MANAGEMENT Ben W. Agee 44,000(a) --
DIRECTORS Lawrence L. Gellerstedt, III 10,000(a) --
W. W. Johnson 29,000(a) --
Emon A. Mahony, Jr. 64,700(a)(b) --
George C. McConnaughey 44,246(a)(c) --
John P. McConnell 12,000(a) --
Philip F. Searle 13,400(a)(d) --
Carl H. Tiedemann 25,590(a) --
Ronald Townsend 10,500(a) --
William H. Zimmer, Jr. 16,894(a) --
NAMED EXECUTIVE Joe T. Ford 764,706(e) --
OFFICERS John E. Steuri 376,920(e) --
Francis X. Frantz 122,000(e) --
Tom T. Orsini 107,312(e) --
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 2,304,945(f) 1.22
<FN>
- ---------------
(a) Includes 10,000 shares that each of the indicated persons has the right to
acquire (through the exercise of options) within 60 days after February 24,
1995.
(b) Includes 1,500 shares held by Mr. Mahony's spouse, with respect to which Mr.
Mahony has shared investment power and no voting power.
(c) Excludes 20,208 shares held by Mr. McConnaughey's spouse, with respect to
which Mr. McConnaughey disclaims beneficial ownership.
(d) Includes 400 shares held by Mr. Searle's child, with respect to which Mr.
Searle has shared investment power and no voting power.
(e) Includes shares that the indicated persons have the right to acquire
(through the exercise of options) within 60 days after February 24, 1995, as
follows: Joe T. Ford (257,000), John E. Steuri (10,000), Francis X. Frantz
(110,000), and Tom T. Orsini (60,000).
(f) Includes a total of 1,021,368 shares that members of the group have the
right to acquire (through the exercise of options) within 60 days after
February 24, 1995.
</TABLE>
7
<PAGE> 11
COMPARATIVE STOCKHOLDER RETURN
Set forth below is a line graph showing a five year comparison of
cumulative total stockholder return on Common Stock, the Standard & Poor's 500
Stock Index, and an index of a group of peer issuers consisting of the following
companies: Ameritech Corporation, Bell Atlantic Corporation, BellSouth
Corporation, Cincinnati Bell Inc., GTE Corporation, Lincoln Telecommunications
Company, Nynex Corporation, Pacific Telesis Group, Rochester Telephone
Corporation, Southern New England Telecommunications Corporation, Southwestern
Bell Corporation, Sprint Corporation, and U S West, Inc. The returns of the
group of peer issuers have been weighted according to their respective stock
market capitalizations at the beginning of each period for which a return is
indicated.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
<CAPTION>
Measurement Period
(Fiscal Year Covered) ALLTEL S&P 500 Telecommunications Index
<S> <C> <C> <C>
12/31/89 100 100 100
12/31/90 91 97 94
12/31/91 108 126 101
12/31/92 138 136 111
12/31/93 175 150 130
12/31/94 185 152 123
<FN>
* Assumes that $100 was invested on the last trading day of 1989 and that all
dividends were reinvested.
</TABLE>
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
This report provides information concerning compensation determinations by
ALLTEL's Compensation Committee (the "Committee") for compensation reported for
1994 with respect to ALLTEL's Chief Executive Officer and ALLTEL's other
executive officers including the officers named in the compensation tables in
this Proxy Statement. In connection with those determinations, the Committee
reviewed compensation information from a group of 13 telecommunications and
information services companies that compete in ALLTEL's principal lines of
business, adjusted by regression analysis to account for the relative sizes of
ALLTEL and the comparison group. This comparison group is not identical to the
group of peer issuers identified in the Comparison of Five-Year Cumulative Total
Return graph on page 8.
The Committee is comprised entirely of independent, nonemployee directors,
none of whom has any "interlocking" relationships as defined for proxy statement
disclosure purposes.
BASE SALARIES
The Committee reviews the base salaries of ALLTEL's executive officers
annually and adjusts base salaries on the basis of the corresponding mean base
salaries of the comparison group and the Committee's subjective judgment of each
executive officer's performance during the prior year. The Committee does not
assign a precise weighting to the foregoing components. The executive officers'
base salaries in 1994 were approximately equal to the corresponding mean base
salaries of the comparison group.
As reflected in the Summary Compensation Table on page 13, Mr. Ford's base
salary was increased in 1994 by $75,000 (13%). The Committee determined Mr.
Ford's base salary for 1994 on the basis of Mr. Ford's performance during 1993
(by reference to ALLTEL's "total return" to ALLTEL stockholders during 1993 of
24%) and a comparison of Mr. Ford's 1993 base salary to the mean salary of chief
executive officers in the comparison group. The Committee did not assign a
precise weighting to the foregoing components.
ANNUAL INCENTIVES
ALLTEL's Performance Incentive Compensation Plan (the "Incentive Plan")
provides ALLTEL's executive officers with the opportunity to receive annual cash
incentive payments if ALLTEL achieves certain financial performance targets
established by the Committee at the beginning of each year. The Committee
establishes the targeted amounts of those potential payments so that, if the
executive officers receive the targeted amounts, their total direct compensation
(base salary plus bonus) will approximate the mean total direct compensation of
corresponding officers of the comparison group.
9
<PAGE> 13
For 1994, the financial performance targets were based 50% on earnings per
share, 25% on return on equity, and 25% on a return to ALLTEL stockholders
exceeding the average return of the comparison group. The targeted earnings per
share was a 6% increase over 1993, the targeted return on equity was 18.5%, and
the targeted excess return was 20%.
As reflected in the Summary Compensation Table, Mr. Ford received a
$585,000 cash incentive payment under the Incentive Plan for 1994, which
reflects a 150% level of achievement on each of the earnings per share, the
return on equity, and the excess stockholder return targets.
LONG TERM INCENTIVES
ALLTEL's Long-Term Performance Incentive Compensation Plan (the "Long-Term
Incentive Plan") provides ALLTEL's executive officers with the opportunity to
receive cash incentive payments based on a three-year measurement period if
ALLTEL achieves a prescribed earnings-per-share target during that period. The
Committee believes this plan design focuses ALLTEL's executive officers on
ALLTEL's long-term financial success.
The Committee establishes the targeted amounts of those potential payments
so that, if the executive officers receive the targeted amounts, their net total
compensation (base salary plus Incentive Plan and Long-Term Incentive Plan
payments and stock option grants) will approximate the mean net total
compensation of corresponding officers of the comparison group. With respect to
cash incentive payments received by ALLTEL's executive officers for the three
year measurement period of 1992-1994, the targeted objective was a 6% increase
in earnings per share for each year. As reflected in the Summary Compensation
Table, Mr. Ford received a $221,875 cash incentive payment under the Long-Term
Incentive Plan for 1994 with respect to the three-year measurement period of
1992-1994, which reflects a 150% level of achievement on the targeted objective.
ALLTEL's 1991 and 1994 Stock Option Plans allow ALLTEL's executive officers
to receive options to buy specified numbers of shares of Common Stock at the
market price on the date of grant. The Committee believes that stock options
encourage and reward effective management that results in long-term creation of
stockholder value because options granted to ALLTEL executive officers will
provide value to them only if ALLTEL's stock price appreciates after the date of
the grant. The Committee did not grant stock options to any ALLTEL executive
officers during 1994.
10
<PAGE> 14
DEDUCTIBILITY LIMITS
Section 162(m) of the Internal Revenue Code, as added by the Revenue
Reconciliation Act of 1993, generally does not allow a deduction for annual
compensation in excess of $1,000,000 paid to ALLTEL's Chief Executive Officer or
to any other ALLTEL officer or executive whose individual compensation during
the year would be required to be disclosed in ALLTEL's annual proxy statement by
reason of being among ALLTEL's four highest compensated officers for the year
(other than the Chief Executive Officer). This limitation on deductibility does
not apply to certain compensation, including compensation that is payable solely
on account of the attainment of one or more performance goals. The Committee's
policy is to qualify performance-based compensation for this exception, to the
extent possible, in order for the compensation not to be subject to the
limitation on deductibility imposed by Section 162(m) of the Internal Revenue
Code.
The Compensation Committee
Ben W. Agee
W. W. Johnson
John P. McConnell
Carl H. Tiedemann
MANAGEMENT COMPENSATION
COMPENSATION OF DIRECTORS
Directors who are not officers of ALLTEL receive $24,000 as an annual base
fee and $1,500 for each Board meeting and each Committee meeting attended. Each
Director who is not an officer of ALLTEL and serves as chairman of a Board
Committee receives an additional annual fee of $3,000. Directors may elect to
defer all or a part of their compensation under ALLTEL's deferred compensation
plan for directors.
Under the Directors' Retirement Plan, a director who retires and has served
ALLTEL as a director for at least five years and is not then serving as a
corporate officer will receive an annual retirement payment based on the annual
base director fee in effect in the year of retirement. The annual retirement
payment equals 50% of that fee with an additional 5% for each year of service in
excess of five years of service to a maximum of 100% of the annual director fee
after 15 or more years of service. The retirement benefit is payable for a
retired director's life only. A director is considered to have "retired" if his
status as a director ceases for any reason other than his death or removal in
accordance with applicable law.
11
<PAGE> 15
In accordance with the Directors' Retirement Plan, each of Messrs.
McConnaughey and Searle will receive the maximum benefit of $24,000 per year,
following his retirement at the Annual Meeting.
Under the 1994 Stock Option Plan for Nonemployee Directors (the "Director
Plan"), immediately following the 1994 Annual Meeting of Stockholders on April
21, 1994, each nonemployee director received the initial grant of an option to
purchase 10,000 shares of Common Stock at an exercise price of $26.25 per share
(the closing market price of the Common Stock on that date). Similarly, each
nonemployee director who first becomes a director after April 21, 1994, also
automatically receives the initial grant of an option to purchase 10,000 shares
of Common Stock on the date the person first becomes a nonemployee director at
an exercise price equal to the closing market price of the Common Stock on that
date. The Director Plan also provides for the automatic grant, following the
conclusion of each subsequent annual meeting of stockholders, of an option to
purchase 2,000 shares of Common Stock to each nonemployee director (other than a
director who is first elected at such annual meeting).
The option price of options granted under the Director Plan is the fair
market value of the Common Stock on the date the option is granted and is
payable in cash, already-owned Common Stock, or a combination of both. The
options vest and become exercisable on the day immediately preceding the next
annual meeting of stockholders following the date of grant or, if earlier, on
the death or disability of the holder or the occurrence of a "change of
control."
If a person ceases to be a nonemployee director, all vested options held by
the person continue to be exercisable for a specified period thereafter not
exceeding the remainder of the ten-year term of the option. Any options that
have not vested by the time the person ceases to be a nonemployee director may
not thereafter be exercised. The Director Plan will continue until the 1,000,000
shares of Common Stock available under the plan are issued, unless the plan is
earlier terminated by the Board of Directors.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table shows the compensation, for each of the last three
years, of ALLTEL's Chief Executive Officer and of ALLTEL's other four most
highly compensated executive officers as of December 31, 1994:
12
<PAGE> 16
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
----------
ANNUAL COMPENSATION
------------------------------------ AWARDS
OTHER ----------
ANNUAL SECURITIES
COMPEN- UNDERLYING
NAME PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) OPTIONS(#)
- -------------------- ------------------------------------ ----- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joe T. Ford Chairman and CEO 1994 650,000 585,000 --0-- --0--
Chairman and CEO 1993 575,000 429,813 --0-- 100,000
Chairman, President, and CEO 1992 550,000 412,500 --0-- 140,000
Max E. Bobbitt* President and Chief Operating
Officer 1994 475,000 391,875 --0-- --0--
President 1993 425,000 285,919 --0-- 75,000
Executive Vice President 1992 400,000 270,000 --0-- 100,000
John E. Steuri Chairman and CEO, ALLTEL Information
Services, Inc., a wholly-owned
subsidiary ("AIS") 1994 365,000 89,856 --0-- --0--
Chairman and CEO, AIS 1993 340,000 229,500 --0-- 50,000
Chairman and CEO, AIS 1992 320,000 216,000 --0-- --0--
Francis X. Frantz Senior Vice President-External
Affairs and General Counsel 1994 260,000 175,500 --0-- --0--
Senior Vice President-External
Affairs and General Counsel 1993 235,000 140,530 --0-- 50,000
Senior Vice President and General
Counsel 1992 215,000 129,000 --0-- 60,000
Tom T. Orsini Senior Vice President-Finance and
Corporate Development 1994 250,000 168,750 --0-- --0--
Senior Vice President-Finance and
Corporate Development 1993 190,000 114,000 --0-- 50,000
Vice President -- Corporate Planning 1992 165,000 99,000 --0-- 50,000
<CAPTION>
PAYOUTS
----------
LONG-TERM
INCENTIVE ALL OTHER
PLAN COMPEN-
NAME PAYOUTS($) SATION($)
- -------------------- ---------- ---------
<S> <C> <C>
Joe T. Ford 221,875 84,349(a)
135,417 419,518
187,500 328,246
Max E. Bobbitt*
146,250 70,315(a)
98,750 281,612
123,750 205,251
John E. Steuri
97,631 34,650(b)
40,833 28,474
--0-- 27,900
Francis X. Frantz
71,000 35,849(c)
41,000 118,696
41,250 74,520
Tom T. Orsini
53,762 36,169(c)
28,958 164,962
31,500 118,425
<FN>
- ---------------
* Mr. Bobbitt retired from ALLTEL effective January 4, 1995.
(a) Includes the following amounts for Messrs. Ford and Bobbitt: contributions
to the ALLTEL Profit Sharing Plan in the amount of $15,000 in each case,
allocated benefits under the ALLTEL Excess Benefit Plan in the respective
amounts of $64,087 and $41,871, dollar amount of premiums paid under
supplemental split dollar life insurance policies in the respective amounts
of $5,262 and $1,628, and "above-market" earnings on deferred compensation
in the respective amounts of $18,001 and $11,816 (payment of which is
deferred until the deferred compensation is paid).
(b) Includes employer contribution under employee stock purchase plan in the
amount of $3,046, employer contribution to the ALLTEL Profit Sharing Plan in
the amount of $7,500, employer matching contribution to the ALLTEL Thrift
Plan in the amount of $2,250, allocated benefits under the ALLTEL Excess
Benefit Plan in the amount of $12,391, and dollar amount of premiums paid
under decreasing term life insurance policy in the amount of $9,463.
(c) Includes the following amounts for Messrs. Frantz and Orsini: allocated
benefits under the ALLTEL Excess Benefit Plan in the respective amounts of
$15,605 and $13,901, employer contributions under the ALLTEL Profit Sharing
Plan in the amount of $15,000 in each case, dollar amount of premiums paid
under supplemental split dollar life insurance policies in the respective
amounts of $86 and $0, and "above-market" earnings on deferred compensation
in the respective amounts of $5,158 and $7,268 (payment of which is deferred
until the deferred compensation is paid).
</TABLE>
13
<PAGE> 17
<TABLE>
OPTION EXERCISES IN 1994 AND 1994 YEAR-END OPTION VALUES
The following table shows information concerning stock option exercises
during 1994 by ALLTEL's Chief Executive Officer and by ALLTEL's other four most
highly compensated executive officers:
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT 1994 YEAR- END AT 1994 YEAR-END
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE($)
- ------------------------ ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Joe T. Ford 10,000 $ 155,415 229,000/178,000 3,323,900/1,165,375
Max E. Bobbitt* --0-- --0-- 185,000/130,000 2,766,860/835,625
John E. Steuri --0-- --0-- 510,000/40,000 9,507,712/45,000
Francis X. Frantz --0-- --0-- 90,000/92,000 1,087,750/645,875
Tom T. Orsini --0-- --0-- 62,000/75,000 761,998/429,062
<FN>
- ---------------
* Mr. Bobbitt retired from ALLTEL effective January 4, 1995.
</TABLE>
<TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1994
The following table shows information concerning the awards made during
1994 with respect to the three-year measurement period 1994 through 1996 to
ALLTEL's Chief Executive Officer and to ALLTEL's other four most highly
compensated executive officers under the ALLTEL Long-Term Performance Incentive
Plan (other than Max E. Bobbitt, who retired from ALLTEL effective January 4,
1995, and, accordingly, forfeited entitlement to any award made to him during
1994 with respect to the three-year measurement period 1994 through 1996):
<CAPTION>
ESTIMATED FUTURE PAYOUTS*
PERFORMANCE PERIOD ----------------------------------------------------------------
NAME UNTIL PAYOUT THRESHOLD($) TARGET($) MAXIMUM($)
- ------------------------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Joe T. Ford 3 years 81,250 162,500 243,750
John E. Steuri 3 years 41,062 82,125 123,188
Francis X. Frantz 3 years 26,000 52,000 78,000
Tom T. Orsini 3 years 25,000 50,000 75,000
<FN>
- ---------------
* Awards will be paid upon completion of the 1996 year on the basis of ALLTEL's
performance during the three year period 1994-1996 as determined by ALLTEL's
attainment of prescribed corporate and unit performance targets. In January
1994, the Compensation Committee of the Board of Directors specified those
corporate and unit performance targets and the award levels for the indicated
executive officers (which are stated as a percentage of each executive
officer's average base salary during the 1994-96 period). The estimated future
payouts shown above assume that each executive officer's average base salary
during the 1994-96 period would be the same as his base salary during 1994.
</TABLE>
14
<PAGE> 18
EXECUTIVE COMPENSATION AGREEMENTS
Mr. Joe T. Ford is employed by ALLTEL for a period extending to July 1,
2002, under a contract with ALLTEL that provides for a minimum base annual
salary plus any incentive awards made under the Incentive Plan and the Long-Term
Incentive Plan (the "Incentive Plans"). If the Board of Directors discontinues
either or both of the Incentive Plans (or the application of either or both of
them to Mr. Ford) or should a change of control of ALLTEL occur, the contract
provides that Mr. Ford will receive, in the year in which such event occurs, an
annual salary equal to the greater of his minimum base annual salary plus the
average incentive awards made under the Incentive Plans over the preceding three
years or his 1991 base annual salary compounded at an annual rate of 3% from
January 1, 1991, to the beginning of the year in which such event occurs;
thereafter Mr. Ford will receive an annual salary equal to the compensation paid
during the preceding year, compounded by minimum annual increases of 3%. The
contract provides for payment of disability benefits in amounts unaffected by
that disability through the end of the calendar year following the calendar year
in which the disability occurs and of a death benefit in the amount equal to Mr.
Ford's compensation for one year. Assuming compensation at the 1994 level and
retirement at the expiration of the contract period, the estimated annual
benefit to be received by Mr. Ford is $714,543. The contract also provides that
Mr. Ford may retire any time prior to the expiration of the contract period. If
Mr. Ford were to elect early retirement, he would be entitled to retirement
benefits under his contract reduced in accordance with a formula. The contract
provides that those retirement benefits are in lieu of payments under ALLTEL's
defined benefit pension plan described below. The contract provides for payment
of survivorship benefits to Mr. Ford's wife, who would receive for her life 50%
of the annual retirement compensation to which Mr. Ford is entitled. During
1994, ALLTEL accrued a total of $838,587 toward its future liability under Mr.
Ford's contract.
Mr. Steuri is employed by ALLTEL Financial Information Services, Inc. for
the period extending to June 1, 2004, under a contract that provides for a
minimum base annual salary plus any incentive awards made under the Incentive
Plan. If the Board of Directors of ALLTEL discontinues the Incentive Plan (or
its application to Mr. Steuri), the contract provides that Mr. Steuri will
receive, in the year in which such event occurs, an annual salary equal to the
greater of his minimum base annual salary plus the average incentive award made
in the preceding three years (or such lesser time as the Incentive Plan has been
in effect or applicable to him) or his initial base annual salary compounded at
an annual rate of 3% from May 31, 1990, to the beginning of the year in which
such event occurs; thereafter Mr. Steuri will receive an annual salary equal to
the compensation paid during the preceding year, compounded by minimum annual
increases of 3%. The contract provides for payment of disability benefits in
amounts unaffected by that disability through the end of one full year following
the date on which that disability occurs and of death benefits in amounts equal
to Mr. Steuri's compensation for one year. Assuming compensation at the 1994
level and retirement at the expiration of the contract period, the estimated
annual retirement benefit to be received by Mr. Steuri would be $148,657. The
contract also provides that Mr. Steuri may retire any time on or after May 6,
1999, whereupon he would be entitled to retirement benefits under the contract
reduced in accordance
15
<PAGE> 19
with a formula set forth therein. The contract provides for payment of
survivorship benefits to Mr. Steuri's wife, who would receive for her life 50%
of the annual retirement compensation to which Mr. Steuri is entitled. During
1994, ALLTEL Financial Information Services, Inc. accrued a total of $240,000
toward its future liability under Mr. Steuri's contract.
Mr. Max E. Bobbitt retired as President and Chief Operating Officer of
ALLTEL effective at the close of business on January 4, 1995. In connection with
that retirement, Mr. Bobbitt and ALLTEL entered into an agreement (the
"Retirement Agreement") that superseded the contract under which Mr. Bobbitt had
been employed by ALLTEL. Under the Retirement Agreement, ALLTEL will pay Mr.
Bobbitt a retirement payment of $47,917 per month for the remainder of his life
and, if his spouse survives him, will pay her $23,958 per month thereafter until
her death. The Retirement Agreement also provides for the continuation of health
and dental coverage for Mr. Bobbitt and his spouse during their lifetimes, for
the immediate vesting of unvested options to purchase 130,000 shares of Common
Stock under ALLTEL stock option plans, for the payment of vested benefits under
the other plans in which Mr. Bobbitt participated, and for the continuation of
certain supplemental split dollar life insurance arrangements for his benefit
until he reaches age 65. Mr. Bobbitt has agreed that he will not engage in any
business which competes with ALLTEL for a period of five years following his
retirement.
CHANGE IN CONTROL AGREEMENTS
During 1994, ALLTEL entered into agreements with each of Messrs. Francis X.
Frantz and Tom T. Orsini which provide that if, following a "change in control,"
the executive's employment terminates within twelve months (unless the
termination is as a result of death, by ALLTEL as a result of the executive's
disability or for "cause", or by the executive without "good reason") or if,
after remaining employed for twelve months, the executive's employment
terminates during the following three-month period (unless the termination is a
result of death or is by ALLTEL as a result of the executive's disability) (each
of the foregoing events being referred to as a "Payment Trigger"), ALLTEL is
required to pay the executive an amount equal to three times the sum of his base
salary as in effect immediately prior to the change in control or Payment
Trigger and the maximum amounts he could have received under the Incentive Plans
for the period commencing coincident with or most recently prior to the period
in which the change in control or Payment Trigger occurs, but reduced by any
other cash severance paid to him. ALLTEL also is required to make an additional
payment to the executive in the amount of any excise tax under Section 4999 of
the Internal Revenue Code as a result of any payments or distributions by ALLTEL
plus the amount of all additional income tax payable by him as a result of such
additional payments. Payments under the agreements are covered by ALLTEL's
"grantor trust" described below. The agreements generally are effective for ten
years.
DEFINED BENEFIT PENSION PLAN
ALLTEL maintains a trusteed, noncontributory, defined benefit pension plan
covering salaried and non-salaried employees under which benefits are not
determined primarily by final compensation (or average final compensation).
Under this pension plan, each of Francis X.
16
<PAGE> 20
Frantz and Tom T. Orsini, following retirement, would have each period of
post-January 1, 1988, service credited at 1% of compensation, plus .4% of that
part of his compensation that exceeds the Social Security Taxable Wage Base for
such year. Service prior to 1988, if any, would be credited on the basis of a
percentage of his highest consecutive five-year average annual base salary,
equal to 1% for each year of service prior to 1982 and thereafter increasing by
.05% each year until 1988, but only prospectively, i.e., with respect to service
earned in such succeeding year; in addition, each of Messrs. Frantz and Orsini
would receive an additional credit of .25% for each pre-1988 year of service
after age 55, subject to a maximum of 10 years' such credit, and would have
added to his annual pension benefits an amount equal to .4% of the amount by
which his pre-1988 career average annual base salary (three highest years)
exceeds his Social Security covered compensation, multiplied by his years of
pre-1988 credited service. Various benefit payment options are available on an
actuarially equivalent basis, including joint and survivor benefits.
Compensation included in the pension base includes cash awards under the
Incentive Plans.
Assuming compensation at the 1994 level, continuation in the position he
held during 1994, and retirement at age 65, the estimated annual benefit under
the pension plan for each of Francis X. Frantz and Tom T. Orsini is $56,135 and
$63,182 respectively. (None of the other executives included in the Summary
Compensation Table on page 13 is a participant in or entitled to benefits under
the pension plan.) Amounts shown are straight life annuity amounts and include
amounts payable under the defined benefit portion of the ALLTEL Excess Benefit
Plan.
EXCESS BENEFIT PLAN
Federal laws place certain limitations on pensions that may be paid under
federal income tax qualified plans. The ALLTEL Excess Benefit Plan provides for
the payment to certain employees outside tax-qualified pension and profit
sharing plans of any amounts not payable under the tax-qualified pension plans
by reason of limitations specified in the Internal Revenue Code. Currently,
under the ALLTEL Excess Benefit Plan, Messrs. Ford, Steuri, Frantz, and Orsini
are eligible for accruals with respect to benefits not payable under ALLTEL's
defined contribution profit sharing plan, and Messrs. Frantz and Orsini are
eligible for accruals with respect to benefits not payable under ALLTEL's
defined benefit pension plan. Amounts accrued under the defined contribution
portion of these plans in 1994 for each of these executives are included in the
Summary Compensation Table on page 13.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ALLTEL maintains a non-qualified supplemental executive retirement plan
(the "SERP") in which certain employees designated by the Board of Directors,
including Messrs. Frantz and Orsini, participate. The SERP provides with respect
to Messrs. Frantz and Orsini that, upon normal retirement at age 65 (or, if
earlier, following a Payment Trigger that occurs after the participant's early
retirement date), the executive will receive an annual benefit under the SERP,
payable as a single life annuity, equal to 60% of the sum of (A) the highest of
(i) his
17
<PAGE> 21
total compensation for the calendar year preceding his retirement, (ii) his
average annual compensation for the three calendar years preceding his
retirement, or (iii) if a Payment Trigger has occurred, his annual base salary
as in effect immediately prior to the change in control (as defined in the
change in control agreements described above), the Payment Trigger, or his
retirement date, plus (B) the highest of the maximum amounts payable to him
under the Incentive Plans for the period coincident with or most recently prior
to a change in control, Payment Trigger or retirement. The amount of the normal
retirement benefit under the SERP is not determined based on years of service.
Each of Messrs. Frantz and Orsini also is entitled to an early retirement
benefit under the SERP if he retires before becoming entitled to the normal
retirement benefit but after attaining the age of 60 with 15 or more years of
service or age 55 with 20 or more years of service or after a Payment Trigger
occurs (regardless of his years of service). The early retirement benefit is
calculated the same as the normal retirement benefit, except that the percentage
used in the calculation is 45% (increased ratably for the number of years of his
service after the early retirement date, up to a maximum of 60%) rather than
60%.
If Mr. Frantz or Mr. Orsini dies after benefits commence, his spouse will
receive 50% of the amount that he was receiving prior to his death. If he dies
while employed, his surviving spouse will receive 50% of the amount that he
would have received if he had retired on the day before death. Following
retirement, each of Messrs. Frantz and Orsini (and his spouse and dependents)
also is entitled to receive post-retirement medical benefits under the SERP
together with reimbursement for any additional taxes incurred as a result of the
benefits being taxed less favorably than they would have been if received by
other retired employees. Payments to Messrs. Frantz and Orsini under the SERP
are covered by ALLTEL's "grantor trust" described below.
The retirement benefits payable under the SERP are reduced by benefits
(other than benefits attributable to employee contributions) paid under other
ALLTEL qualified and nonqualified benefit plans other than the Allied Telephone
Company Profit Sharing Plan. The benefits under the SERP are not subject to
offset for Social Security. The estimated annual benefits payable to Messrs.
Frantz and Orsini under the SERP upon retirement at normal retirement age are
$29,901 and $22,664, respectively.
GRANTOR TRUST
ALLTEL maintains a "grantor trust" under Section 671 of the Internal
Revenue Code (the "Trust") to provide certain participants in designated
compensation and supplemental retirement plans and arrangements with greater
assurance that the benefits and payments to which those participants are
entitled under those plans and arrangements will be paid. Contributions by
ALLTEL to the Trust are discretionary and totaled $3,114,000 as of December 31,
1994. Prior to a "change of control" of ALLTEL (as defined in the trust
agreement for the Trust), benefits may not be paid from the Trust. Following a
"change of control" of ALLTEL, benefits and
18
<PAGE> 22
payments may be paid from the Trust to the extent those benefits and payments
are not paid by ALLTEL or its successor. The assets of the Trust are subject to
the claims of the creditors of ALLTEL in the event ALLTEL becomes "insolvent"
(as defined in the trust agreement for the Trust).
ELECTION OF INDEPENDENT AUDITORS
In the absence of contrary direction, the proxies will be voted for the
election of Arthur Andersen LLP as independent auditors to audit the books and
accounts of ALLTEL at the close of the 1995 fiscal year. The Board of Directors
recommends that the stockholders vote in favor of the election of Arthur
Andersen LLP.
It is expected that representatives of Arthur Andersen LLP will be present
at the Annual Meeting with the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.
In connection with its audit of the books and accounts of ALLTEL for the
fiscal year ended December 31, 1994, Arthur Andersen LLP examined ALLTEL's
annual consolidated financial statements and financial statements of most of its
subsidiaries, performed a limited interim review of its consolidated quarterly
reports to stockholders, reviewed annual and quarterly report and registration
statement filings with the Securities and Exchange Commission (the "SEC"),
conducted audits of employee benefit plans, and consulted with ALLTEL concerning
other accounting matters and certain tax and employee benefit matters.
CERTAIN TRANSACTIONS
ALLTEL purchases property, liability, workers compensation, and directors
and officers insurance coverage from Cincinnati Insurance Company, a subsidiary
of Cincinnati Financial Corporation, and paid premiums of $7,582,522 during the
period January 1, 1994, through December 31, 1994. Cincinnati Financial
Corporation, its subsidiaries, and its pension fund beneficially owned, on
February 24, 1995, 13,040,708 shares of Common Stock (see page 6).
ALLTEL engaged Stephens Inc., an affiliate of Stephens Group Inc., to
render investment banking and brokerage services to ALLTEL and its subsidiaries
during 1994, for which ALLTEL paid investment banking fees and brokerage
commissions totaling $509,381 to Stephens Inc. during the period January 1,
1994, through December 31, 1994. Stephens Group Inc. beneficially owned, on
February 24, 1995, 16,627,920 shares of Common Stock (see page 6).
ANNUAL REPORT
The 1994 Annual Report, which includes financial statements and an outline
of ALLTEL's operations during 1994, was mailed to each stockholder receiving
this Proxy Statement.
19
<PAGE> 23
ALLTEL WILL PROVIDE, WITHOUT CHARGE, TO ANY PERSON RECEIVING A COPY OF THIS
PROXY STATEMENT, UPON WRITTEN REQUEST, A COPY OF ALLTEL'S ANNUAL REPORT ON FORM
10-K FOR THE CALENDAR YEAR 1994, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SEC. Those
requests should be addressed to Ronald D. Payne, Vice President-Corporate
Communications, ALLTEL Corporation, One Allied Drive, Little Rock, Arkansas
72202.
OTHER MATTERS
The management and the Board of Directors of ALLTEL do not know of any
other matters that may come before the meeting. If any other matters properly
come before the meeting, however, it is the intention of the persons named in
the accompanying form of proxy to vote the proxy in accordance with their
judgment on those matters.
Any proposals by ALLTEL stockholders intended to be presented at the 1996
Annual Meeting must be received by ALLTEL prior to November 3, 1995, in order to
be considered for inclusion in ALLTEL's proxy statement for its 1996 Annual
Meeting.
ALLTEL will bear the cost of solicitation of proxies. In addition to the
use of the mail, proxies may be solicited by officers, directors, and employees
of ALLTEL, personally or by telephone or electronic means. ALLTEL will pay
persons holding stock in their names or those of their nominees for their
expenses in sending soliciting material to their principals in accordance with
regulations of the SEC and The New York Stock Exchange, Inc.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
Dated: March 3, 1995 FRANCIS X. FRANTZ,
Secretary
20
<PAGE> 24
ALLTEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 1995.
P The undersigned hereby appoints Joe T. Ford and John E. Steuri, or
R either of them, with full power of substitution, as proxies to vote all
O of the undersigned's shares of voting stock at the Annual Meeting of
X Stockholders on April 20, 1995, and at any and all adjournments thereof,
Y in accordance with and as more fully described in the Notice of the
Annual Meeting and the Proxy Statement, receipt of which is
acknowledged.
Election of Directors, Nominees:
Lawrence L. Gellerstedt III, Emon A. Mahony, Jr.,
and Ronald Townsend.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 25
<TABLE>
<S> <C> <C>
/ X / PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
</TABLE>
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. To elect / / / / / / 3. In their discretion, to transact
Directors independent such other business as may
(see reverse) auditors for the properly come before the meeting
current fiscal or any adjournment thereof.
year.
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------
SIGNATURE(S) DATE
---------------------------------------------------- -------------
SIGNATURE(S) DATE
---------------------------------------------------- -------------
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such.
</TABLE>
