<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)
ALLTEL CORPORATION
(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
[LOGO]
ALLTEL CORPORATION
One Allied Drive - Little Rock, Arkansas 72202
Telephone (501) 661-8000
March 4, 1996
Dear Stockholder:
The 1996 Annual Meeting of Stockholders of ALLTEL Corporation will be held on
Thursday, April 25, 1996, 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,
/s/ Joe T. Ford
Joe T. Ford
Chairman, President, and
Chief Executive Officer
<PAGE> 3
ALLTEL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1996
To the Stockholders of
ALLTEL Corporation:
Notice Is Hereby Given That the 1996 Annual Meeting of Stockholders of
ALLTEL Corporation ("ALLTEL") will be held in Arkansas' Excelsior Hotel,
Ballroom Level, Three Statehouse Plaza, Little Rock, Arkansas 72201, on
Thursday, April 25, 1996, at 11:00 a.m. (local time), for the following
purposes:
1. To elect directors to the class whose term will expire in 1999.
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 1995 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 26, 1996, 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 25, 1996.
By Order of the Board of Directors,
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.
Little Rock, Arkansas
March 4, 1996
<PAGE> 4
PROXY STATEMENT
ONE ALLIED DRIVE, LITTLE ROCK, ARKANSAS 72202
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 25, 1996
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 1996 Annual Meeting of Stockholders to be held on Thursday, April 25, 1996,
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 4,
1996.
The close of business on February 26, 1996, 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 189,387,026 shares of Common Stock and 340,792
shares of voting Cumulative Preferred Stock; up to 33,146 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 25, 1996.
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 1999 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 1999 and (b) proposal 2 and any other matter 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 fourteen members
divided into three classes, one of which consists of four members and two of
which consist of five members. Mr. John E. Steuri, Chairman and Chief Executive
Officer of ALLTEL Information Services, Inc. and a member of the class whose
term expires in 1996, will retire, effective May 31, 1996, and, accordingly,
will not stand for reelection to the Board of Directors. Mr. Carl H. Tiedemann,
currently a member of the class whose term expires in 1996, will retire as a
director at the 1996 Annual Meeting in accordance with the retirement policy for
directors specified in Article X of ALLTEL's Bylaws. Messrs. John R. Belk, W. W.
Johnson, and William H. Zimmer, Jr., currently members of the class whose term
expires in 1996, are nominees for election at the 1996 Annual Meeting for the
term ending in 1999. Following the election of directors at the Annual Meeting,
the Board of Directors will consist of twelve members divided into three
classes, one of which will consist of five members (the class of 1997), one of
which will consist of four members (the class of 1998) and one of which will
consist of three members (the class of 1999).
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 1999 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 1997 and 1998, 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. Joe T. Ford and Emon A. Mahony 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). Mr. Scott T. Ford is the son of Mr. Joe T. Ford.
2
<PAGE> 6
NOMINEES -- TERM ENDING 1999
DIRECTORS -- TERM ENDING 1997
JOHN R. BELK, Senior Vice President of Belk Stores Services,
Inc., Charlotte, North Carolina (a department store retailer);
Director of ALLTEL since January 25, 1996. Age 36.
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 Executive
Committee. Age 65.
WILLIAM H. ZIMMER, JR., Retired; former Vice Chairman and
director of Cincinnati Financial Corporation, Cincinnati, Ohio
(an insurance holding company). Director of ALLTEL since 1985.
Chairman of Audit Committee and member of Executive and
Pension Trust Investment Committees. Age 66.
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 and Nominating Committees. Age 69.
<PAGE> 7
JOE T. FORD, 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 58.
SCOTT T. FORD, Executive Vice President of ALLTEL since
January 31, 1996; prior to January 31, 1996, Assistant to the
Chairman, Stephens Group, Inc. Director of ALLTEL since
January 25, 1996. Age 33.
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 42.
JOSIE C. NATORI, Chief Executive Officer of The Natori
Company, New York, New York (upscale fashion house with
offices in Paris, New York, and Manila); prior to 1977, Vice
President of Merrill Lynch. Director of Manhattanville
College, the Educational Foundation of Fashion Industries, The
Philippine American Foundation, the Dreyfus Third Century
Foundation, and Calyx & Corolla. Director of ALLTEL since
1995. Member of Nominating Committee. Age 48.
<PAGE> 8
DIRECTORS -- TERM ENDING 1998
MICHAEL D. ANDREAS, Vice Chairman and Executive Vice President
and director of Archer Daniels Midland Company, Decatur,
Illinois; prior to 1989, Group Vice President and director of
Archer Daniels Midland Company. Director of ALLTEL since 1995.
Member of Nominating Committee. Age 48.
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 39.
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 54.
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
54.
<PAGE> 9
During 1995, 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 two meetings during 1995. 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 four meetings during 1995, 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 1995. 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth below is certain information, as of February 26, 1996, 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:
<TABLE>
<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 8.78
111 Center Street investment power)
Little Rock, AR 72201
Common Stock Cincinnati Financial 13,035,328 shares (sole voting and 6.88
Corporation investment power)
P. O. Box 14596
Cincinnati, OH 45250-5496
</TABLE>
6
<PAGE> 10
Set forth below is certain information, as of February 26, 1996, as to
shares of each class of ALLTEL equity securities beneficially owned by each of
the directors, each of the executive officers identified in the Summary
Compensation Table on page 13, 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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF CLASS
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (IF 1% OR MORE)
---------------------------------------- --------------------------- ---------------------
<S> <C> <C> <C>
DIRECTORS Ben W. Agee 46,000(a) --
Michael D. Andreas 10,000(b) --
John R. Belk 10,000(b) --
Scott T. Ford 46,214 --
Lawrence L. Gellerstedt, III 12,000(a) --
W. W. Johnson 31,000(a) --
Emon A. Mahony, Jr. 66,700(a)(c) --
John P. McConnell 14,000(a) --
Josie C. Natori 10,000(b) --
Carl H. Tiedemann 27,590(a) --
Ronald Townsend 12,500(a) --
William H. Zimmer, Jr. 18,994(a) --
NAMED EXECUTIVE Joe T. Ford 826,706(d) --
OFFICERS John E. Steuri 102,658(d)
Francis X. Frantz 150,000(d) --
Tom T. Orsini 132,312(d) --
Dennis J. Ferra 117,085(d)
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 1,959,750(e) 1.03
</TABLE>
- ---------------
(a) Includes 12,000 shares that each of the indicated persons has the right to
acquire (through the exercise of options) within 60 days after February 26,
1996.
(b) 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 26,
1996.
(c) Includes 1,500 shares held by Mr. Mahony's spouse, with respect to which Mr.
Mahony has shared investment power and no voting power.
(d) Includes shares that the indicated persons have the right to acquire
(through the exercise of options) within 60 days after February 26, 1996, as
follows: Joe T. Ford (319,000), John E. Steuri (20,000), Francis X. Frantz
(138,000), Tom T. Orsini (85,000), and Dennis J. Ferra (86,000).
(e) Includes a total of 1,030,000 shares that members of the group have the
right to acquire (through the exercise of options) within 60 days after
February 26, 1996.
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., Frontier Corporation, GTE Corporation,
Lincoln Telecommunications Company, Nynex Corporation, Pacific Telesis Group,
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.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
TELECOM-
MEASUREMENT PERIOD MUNICATIONS
(FISCAL YEAR COVERED) ALLTEL S&P 500 INDEX
<S> <C> <C> <C>
12/31/90 100 100 100
12/31/91 118.88 130.34 106.41
12/31/92 150.85 140.25 115.66
12/31/93 191.97 154.32 134.92
12/31/94 202.67 156.42 126.70
12/31/95 205.44 214.99 192.34
</TABLE>
* Assumes that $100 was invested on the last trading day of 1990 and that all
dividends were reinvested.
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
1995 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 15 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 1995 were approximately 8% above the corresponding mean base
salaries of the comparison group.
The Committee evaluated Mr. Ford's base salary on the basis of Mr. Ford's
performance in 1994 (by reference to ALLTEL's "total return" to ALLTEL
stockholders during 1994 of 5.5%) and a comparison of Mr. Ford's 1994 base
salary to the mean salary of chief executive officers in the comparison group
(without assigning a precise weighting to the foregoing components). The
Committee believes that the greater portion of total compensation (annual salary
plus annual incentive plus long-term incentive awards) is determined by the
incentive elements of an individual's aggregate compensation rather than by
salary. Payments under these incentive plans are based upon the achievement of
annual and long-term performance goals and, accordingly, are "at risk".
Therefore, Mr. Ford's salary was not increased for 1995, as reflected in the
Summary Compensation Table on page 13.
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 (calculated as a percentage of each executive officer's base
salary) if ALLTEL achieves certain financial performance criteria established by
the Committee at the beginning of each year. The Committee establishes the
criteria at three levels, "minimum," "target," and "maximum" and, for each
executive officer, corresponding percentages of base salary for each level so
that, if ALLTEL achieves the target level, the executive officers' total direct
compensation (base
9
<PAGE> 13
salary plus bonus) will approximate the mean total direct compensation of
corresponding officers of the comparison group.
For 1995, the financial performance criteria were based exclusively on
earnings per share, and the target level earnings per share amount was $1.70.
As reflected in the Summary Compensation Table, Mr. Ford received a
$585,000 cash incentive payment under the Incentive Plan for 1995, which
reflects ALLTEL's achievement of the financial performance criteria at the
maximum level.
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
(calculated as a percentage of each executive officer's average annual salary
during that three-year period) if ALLTEL achieves any of three prescribed levels
of growth in earnings per share during that period, a "minimum" level, a
"target" level, and a "maximum" level. The Committee believes this plan design
focuses ALLTEL's executive officers on ALLTEL's long-term financial success.
The Committee establishes the amounts of those potential payments so that,
if ALLTEL achieves the target level, the executive officers will receive net
total compensation (base salary plus Incentive Plan and Long-Term Incentive Plan
payments and stock option grants) that 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 1993-1995, the target level of growth in earnings per
share established by the Committee was 6%. As reflected in the Summary
Compensation Table, Mr. Ford received a $234,375 cash incentive payment under
the Long-Term Incentive Plan for 1995 with respect to the three-year measurement
period of 1993-1995, which reflects ALLTEL's achievement of the financial
performance criteria at the maximum level.
ALLTEL's 1994 Stock Option Plan allows 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 1995.
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.
In accordance with the Directors' Retirement Plan, Mr. Tiedemann will
receive the maximum benefit of $24,000 per year, following his retirement at the
Annual Meeting.
11
<PAGE> 15
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, 1995:
12
<PAGE> 16
SUMMARY COMPENSATION TABLE
<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, President, and CEO 1995 650,000 585,000 --0-- --0--
Chairman and CEO 1994 650,000 585,000 --0-- --0--
Chairman and CEO 1993 575,000 429,813 --0-- 100,000
John E. Steuri* Chairman and CEO, ALLTEL Information
Services, Inc., a wholly-owned
subsidiary ("AIS") 1995 390,000 --0-- --0-- --0--
Chairman and CEO, AIS 1994 365,000 89,856 --0-- --0--
Chairman and CEO, AIS 1993 340,000 229,500 --0-- 50,000
Francis X. Frantz Senior Vice President--External
Affairs and General Counsel 1995 285,000 192,375 --0-- --0--
Senior Vice President--External
Affairs and General Counsel 1994 260,000 175,500 --0-- --0--
Senior Vice President and General
Counsel 1993 235,000 140,530 --0-- 50,000
Tom T. Orsini Senior Vice President--Finance and
Corporate Development 1995 275,000 185,625 --0-- --0--
Senior Vice President--Finance and
Corporate Development 1994 250,000 168,750 --0-- --0--
Vice President--Corporate Planning 1993 190,000 114,000 --0-- 50,000
Dennis J. Ferra Senior Vice President--Accounting
and Administration 1995 265,000 178,875 --0-- --0--
Senior Vice President--Accounting
and Administration 1994 240,000 162,000 --0-- --0--
Senior Vice President--Accounting
and Administration 1993 220,000 131,560 --0-- 50,000
<CAPTION>
PAYOUTS
----------
LONG-TERM
INCENTIVE ALL OTHER
PLAN COMPEN-
NAME PAYOUTS($) SATION($)
- -------------------- ---------- ---------
<S> <C> <C>
Joe T. Ford 234,375 251,818(a)
221,875 102,350
135,417 419,518
John E. Steuri*
--0-- 38,034(b)
97,631 34,650
40,833 28,474
Francis X. Frantz
78,000 86,380(c)
71,000 35,849
41,000 118,696
Tom T. Orsini
72,442 92,270(c)
53,762 36,169
28,958 164,962
Dennis J. Ferra
72,500 63,024(c)
66,000 31,223
32,958 78,305
</TABLE>
- ---------------
* Mr. Steuri is retiring from ALLTEL effective May 31, 1996.
(a) Includes the following amounts for Mr. Ford: contributions to the ALLTEL
Profit Sharing Plan in the amount of $12,000, allocated benefits under the
ALLTEL Benefit Restoration Plan in the amount of $104,550, dollar amount of
premiums paid under supplemental split dollar life insurance policies in the
amount of $7,102, and "above-market" earnings on deferred compensation in
the amount of $128,166 (payment of which is deferred until the deferred
compensation is paid).
(b) Includes employer contribution under employee stock purchase plan in the
amount of $3,051, employer contribution to the ALLTEL Profit Sharing Plan in
the amount of $5,250, employer matching contribution to the ALLTEL Thrift
Plan in the amount of $2,250, allocated benefits under the ALLTEL Benefit
Restoration Plan in the amount of $14,945, dollar amount of premiums paid
under decreasing term life insurance policy in the amount of $9,270, and
"above-market" earnings on deferred compensation in the amount of $3,268
(payment of which is deferred until the deferred compensation is paid).
(c) Includes the following amounts for Messrs. Frantz, Orsini, and Ferra:
allocated benefits under the ALLTEL Benefit Restoration Plan in the
respective amounts of $30,482, $27,762, and $27,402, employer contributions
under the ALLTEL Profit Sharing Plan in the amount of $12,000 in each case,
dollar amount of premiums paid under supplemental split dollar life
insurance policies in the respective amounts of $292, $242, and $206, and
"above-market" earnings on deferred compensation in the respective amounts
of $43,606, $52,266, and $23,416 (payment of which is deferred until the
deferred compensation is paid).
13
<PAGE> 17
OPTION EXERCISES IN 1995 AND 1995 YEAR-END OPTION VALUES
The following table shows information concerning stock option exercises
during 1995 by ALLTEL's Chief Executive Officer and by ALLTEL's other four most
highly compensated executive officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT 1995 YEAR-END AT 1995 YEAR-END
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE($)
- ------------------------ ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Joe T. Ford --0-- --0-- 291,000/116,000 3,672,900/562,000
John E. Steuri* 500,000 9,121,462 20,000/30,000 10,000/15,000
Francis X. Frantz 2,000 23,500 126,000/54,000 1,350,125/243,000
Tom T. Orsini 12,000 217,998 75,000/50,000 680,937/205,000
Dennis J. Ferra 3,000 51,500 81,000/54,000 737,927/243,000
</TABLE>
- ---------------
* Mr. Steuri is retiring from ALLTEL effective May 31, 1996.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
The following table shows information concerning the awards made during
1995 with respect to the three-year measurement period 1995 through 1997 to
ALLTEL's Chief Executive Officer and to ALLTEL's other four most highly
compensated executive officers under the ALLTEL Long-Term Performance Incentive
Plan (other than John E. Steuri, who is retiring from ALLTEL effective May 31,
1996, and, accordingly, will not be entitled to any award made to him during
1995 with respect to the three-year measurement period 1995 through 1997):
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS*
PERFORMANCE PERIOD ----------------------------------------------------------------
NAME UNTIL PAYOUT MINIMUM($) TARGET($) MAXIMUM($)
- ------------------------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Joe T. Ford 3 years 130,000 260,000 390,000
Francis X. Frantz 3 years 42,750 85,500 128,250
Tom T. Orsini 3 years 41,250 82,500 123,750
Dennis J. Ferra 3 years 39,750 79,500 119,250
</TABLE>
- ---------------
* Awards will be paid upon completion of the 1997 year on the basis of ALLTEL's
performance during the three year period 1995-1997 as determined by ALLTEL's
attainment of prescribed corporate and unit performance targets. In January
1995, 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 1995-97 period). The estimated future
payouts shown above assume that each executive officer's average base salary
during the 1995-97 period would be the same as his base salary during 1995.
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 1995 level and
retirement at the expiration of the contract period, the estimated annual
benefit to be received by Mr. Ford is $920,807. 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
1995, ALLTEL accrued a total of $733,472 toward its future liability under Mr.
Ford's contract.
Mr. John E. Steuri is retiring as Chairman and Chief Executive Officer of
ALLTEL Information Services, Inc., effective May 31, 1996. In connection with
that retirement, Mr. Steuri and ALLTEL entered into an agreement, dated as of
December 27, 1995 (the "Retirement Agreement"), that superseded Mr. Steuri's
employment contract. Under the Retirement Agreement, ALLTEL will pay Mr. Steuri
a bi-weekly retirement payment of $3,709.37 ($96,443.62 per year) for the
remainder of his life and, if his spouse survives him, will pay her a bi-weekly
payment of $1,854.68 ($48,221.68 per year) until her death. The Retirement
Agreement also provides for the continuation of medical coverage for Mr. Steuri
and his spouse during their lifetimes, for vesting, effective upon Mr. Steuri's
retirement, of unvested options to purchase 30,000 shares of Common Stock (at an
option price of $29.00 per share) under ALLTEL's stock option plan, and for the
payment of vested benefits under the other compensation and benefit plans in
which Mr. Steuri participated. The Retirement Agreement also contains a
noncompetition covenant under which Mr. Steuri is precluded from engaging in
certain activities for a period of one year following the effective date of his
retirement.
15
<PAGE> 19
CHANGE IN CONTROL AGREEMENTS
ALLTEL is a party to agreements with each of Messrs. Francis X. Frantz, Tom
T. Orsini, and Dennis J. Ferra 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, following retirement, each of Messrs. Frantz, Orsini,
and Ferra 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, Orsini, and Ferra 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 1995 level, continuation in the position he
held during 1995, and retirement at age 65, the estimated annual benefit under
the pension plan for each of Messrs. Frantz, Orsini, and Ferra is $56,312,
$63,236, and $62,500, respectively. (None of the other executives included in
the Summary Compensation Table on page 13 is a participant in or
16
<PAGE> 20
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 Benefit Restoration Plan.
BENEFIT RESTORATION PLAN
Federal laws place certain limitations on pensions that may be paid under
federal income tax qualified plans. The ALLTEL Benefit Restoration 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 Benefit Restoration Plan, Messrs. Ford, Steuri, Frantz, Orsini,
and Ferra are eligible for accruals with respect to benefits not payable under
ALLTEL's defined contribution profit sharing plan, and Messrs. Frantz, Orsini,
and Ferra 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 1995 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, Orsini, and Ferra, participate. The SERP provides with
respect to Messrs. Frantz, Orsini, and Ferra 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 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, Orsini, and Ferra 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, Mr. Orsini, or Mr. Ferra 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
17
<PAGE> 21
on the day before death. Following retirement, each of Messrs. Frantz, Orsini,
and Ferra (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, Orsini, and Ferra 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. Assuming compensation at the 1995 level and
retirement at age 65, no benefits under the SERP would be payable to Messrs.
Frantz, Orsini, and Ferra.
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 the balance in the Trust totaled
$3,514,955 as of December 31, 1995. 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 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 1996 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, 1995, 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
18
<PAGE> 22
"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 $6,239,418 during the
period January 1, 1995, through December 31, 1995. Cincinnati Financial
Corporation, its subsidiaries, and its pension fund beneficially owned, on
February 26, 1996, 13,035,328 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 1995, for which ALLTEL paid investment banking fees and brokerage
commissions totaling $1,043,015 to Stephens Inc. during the period January 1,
1995, through December 31, 1995. Stephens Group Inc. beneficially owned, on
February 26, 1996, 16,627,920 shares of Common Stock (see page 6).
ANNUAL REPORT
The 1995 Annual Report, which includes financial statements and an outline
of ALLTEL's operations during 1995, was mailed to each stockholder receiving
this Proxy Statement.
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 1995, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SEC. Those
requests should be addressed to Shawne Leach, Vice President-Investor Relations,
ALLTEL Corporate Services, Inc., 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 1997
Annual Meeting must be received by ALLTEL prior to November 4, 1996, in order to
be considered for inclusion in ALLTEL's proxy statement for its 1997 Annual
Meeting.
19
<PAGE> 23
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,
FRANCIS X. FRANTZ,
Dated: March 4, 1996 Secretary
<PAGE> 24
ALLTEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 25, 1996.
The undersigned hereby appoints Joe T. Ford and Francis X. Frantz,
or either of them, with full power of substitution, as proxies to
vote all of the undersigned's shares of voting stock at the Annual
Meeting of Stockholders on April 25, 1996, and at any and all
adjournments thereof, 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:
John R. Belk, W. W. Johnson, and
William H. Zimmer, Jr.
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.
P
R
O
X
Y
SEE REVERSE
SIDE
<PAGE> 25
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD FOR AGAINST ABSTAIN
a
1. Election of [ ] [ ] 2. To elect [ ] [ ] [ ] 3. In their discretion, to transact such other
Directors independent business as may properly come before the
(see reverse) auditors for the meeting or any adjournment thereof.
current fiscal
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>
