<PAGE> 1
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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] No fee required.
[ ] 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:
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<PAGE> 2
[ALLTEL LOGO]
ALLTEL CORPORATION
One Allied Drive - Little Rock, Arkansas 72202
Telephone (501) 661-8000
March 3, 1997
Dear Stockholder:
The 1997 Annual Meeting of Stockholders of ALLTEL Corporation will be held on
Thursday, April 24, 1997, 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 and
Chief Executive Officer
<PAGE> 3
ALLTEL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
To the Stockholders of
ALLTEL Corporation:
Notice Is Hereby Given That the 1997 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 24, 1997, at 11:00 a.m. (local time), for the following
purposes:
1. To elect directors to the class whose term will expire in 2000.
2. 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 1996 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, 1997, are entitled to notice of and to vote at the meeting or at
any adjournment thereof; holders of unexchanged stock certificates of 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 24, 1997.
Little Rock, Arkansas By Order of the Board of Directors,
March 3, 1997 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 24, 1997
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 1997 Annual Meeting of Stockholders to be held on Thursday, April 24, 1997,
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 if it has not already been exercised.
This Proxy Statement is being mailed to stockholders beginning on March 3,
1997.
The close of business on February 24, 1997, 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 186,999,580 shares of Common Stock and 340,792
shares of voting Cumulative Preferred Stock; up to 22,776 additional shares of
Common Stock would be entitled to vote in the event the unexchanged stock
certificates of companies previously acquired by ALLTEL were exchanged for
ALLTEL certificates by April 24, 1997.
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 four nominees for
election as directors for the term ending in 2000 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 2000 and (b) 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 five members, one of which consists
of four members and one of which consist of three members. Mr. Ben W. Agee,
currently a member of the class whose term expires in 1997, will retire as a
director at the 1997 Annual Meeting in accordance with the retirement policy for
directors specified in Article X of ALLTEL's Bylaws. Messrs. Joe T. Ford, Scott
T. Ford, John P. McConnell, and Josie C. Natori, currently members of the class
whose term expires in 1997, are nominees for election at the 1997 Annual Meeting
for the term ending in 2000. Following the election of directors at the Annual
Meeting, the Board of Directors will consist of eleven members divided into
three classes, two of which will consist of four members (the class of 1998 and
the class of 2000), 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 four persons named below,
with each to hold office for a term of three years until the 2000 Annual Meeting
or until his or her 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 1998 and 1999, 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 (which, in the case of
each of Messrs. Joe T. Ford and Emon A. Mahony, is the year in which his
directorship commenced with ALLTEL's predecessor company, Allied Telephone
Company). Mr. Scott T. Ford is the son of Mr. Joe T. Ford. On December 4, 1996,
Mr. Michael D. Andreas was indicted by a federal grand jury in U.S. District
Court for the Northern District of Illinois charging Mr. Andreas and two former
division presidents of Archer Daniels Midland Company with conspiracy to fix
prices and to allocate sales volumes for the feed additive lysine. Mr. Andreas
and the other two officers pleaded not guilty to the charges.
2
<PAGE> 6
<TABLE>
<S> <C>
NOMINEES -- TERM ENDING 2000
JOE T. FORD, Chairman of the Board and Chief Executive Officer of
ALLTEL. Director of The Dial Corporation. Director of ALLTEL since 1960.
Joe T. Ford Chairman of Executive Committee. Age 59.
PHOTO
SCOTT T. FORD, Executive Vice President of ALLTEL since January 31,
1996; prior to January 31, 1996, Assistant to the Chairman, Stephens
Scott T. Ford Group, Inc. Director of ALLTEL since January 25, 1996. Age 34.
PHOTO
JOHN P. MCCONNELL, Chairman and Chief Executive Officer and director of
Worthington Industries, Inc., Columbus, Ohio (engaged in metal
John P. Mc- processing and manufacturing); from June 1993 until September 1996, Vice
Connell PHOTO Chairman and Chief Executive Officer and director of Worthington
Industries, Inc.; 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 43.
JOSIE C. NATORI, Chief Executive Officer of The Natori Company, New
York, New York (upscale fashion house with offices in Paris, New York,
Josie C. Natori and Manila); prior to 1977, Vice President of Merrill Lynch. Director of
PHOTO Manhattanville College, the Educational Foundation of Fashion
Industries, The Philippine American Foundation, and Calyx & Corolla.
Trustee of Asia Society & Asian Cultural Council. Director of ALLTEL
since 1995. Member of Nominating Committee. Age 49.
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
DIRECTORS -- TERM ENDING 1998
MICHAEL D. ANDREAS, Prior to October 17, 1996, Vice Chairman and Execu-
tive Vice President and director of Archer Daniels Midland Company,
Decatur, Illinois. Director of ALLTEL since 1995. Member of Compensation Michael D. An-
and Nominating Committees. Age 48. dreas PHOTO
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 Lawrence L.
Company. Director of NationsBank, South and AGL Resources Inc. Director Gellerstedt
of ALLTEL since 1994. Member of Audit Committee. Age 40. PHOTO
EMON A. MAHONY, JR., Chairman of the Board of Arkansas Oklahoma Gas
Corporation, Fort Smith, Arkansas; Vice President and director of Mahony
Corporation; prior to July 1996, President of Arkansas Oklahoma Gas Emon A. Mahony,
Corporation. Director of ALLTEL since 1980. Member of Audit and Execu- Jr. PHOTO
tive Committees and Chairman of Pension Trust Investment Committee. Age
55.
RONALD TOWNSEND, Chairman, US FiberOptics, Columbia, Maryland; prior to
October 1, 1996, President of Gannett Television Group, Gannett Co.,
Inc., Arlington, Virginia. Director of NationsBank Corporation. Director Ronald Townsend
of ALLTEL since 1992. Chairman of Nominating Committee and member of PHOTO
Pension Trust Investment Committee. Age 55.
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C>
DIRECTORS -- TERM ENDING 1999
JOHN R. BELK, Senior Vice President of Belk Stores Services, Inc.,
John R. Belk Charlotte, North Carolina (a department store retailer). Director of
PHOTO Ruddick Corporation. Director of ALLTEL since January 25, 1996. Member
of Audit Committee. Age 37.
W. W. JOHNSON, Chairman of the Executive Committee and director of
NationsBank Corporation, Columbia, South Carolina (a bank holding com-
W. W. Johnson pany). Director of The Liberty Corporation and Duke Power Company.
PHOTO Director of ALLTEL since 1990. Chairman of Compensation Committee and
member of Executive Committee. Age 66.
WILLIAM H. ZIMMER, JR., Retired; prior to July 1, 1995, Vice Chairman
and director of Cincinnati Financial Corporation, Cincinnati, Ohio (an
William H. insurance holding company). Director of ALLTEL since 1985. Chairman of
Zimmer, Jr. Audit Committee and member of Executive and Pension Trust Investment
PHOTO Committees. Age 67.
</TABLE>
5
<PAGE> 9
During 1996, there were six 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 (with the exception of Lawrence L. Gellerstedt,
III, who attended 67% of those meetings); attendance averaged 93% 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 three meetings during 1996. This Committee meets
with ALLTEL's independent public accountants, internal auditors, financial
executives, and general counsel, 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 three meetings during 1996, 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 1996. 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 24, 1997, 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 8.89
111 Center Street investment power)
Little Rock, AR 72201
Common Stock Cincinnati Financial 13,033,428 shares (sole voting and 6.97
Corporation investment power)
P. O. Box 14596
Cincinnati, OH 45250-5496
</TABLE>
6
<PAGE> 10
Set forth below is certain information, as of February 24, 1997, 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 30,000(a) --
Michael D. Andreas 53,371(b)(c) --
John R. Belk 12,400(b)
Lawrence L. Gellerstedt, III 15,225(a)(c) --
W. W. Johnson 30,067(a)(c) --
Emon A. Mahony, Jr. 68,700(a)(d) --
John P. McConnell 16,000(a) --
Josie C. Natori 13,538(b)(c) --
Ronald Townsend 14,500(a) --
William H. Zimmer, Jr. 20,894(a) --
NAMED EXECUTIVE Joe T. Ford 890,706(e) --
OFFICERS Scott T. Ford 60,214(e) --
Tom T. Orsini 149,020(e) --
Francis X. Frantz 176,000(e) --
Dennis J. Ferra 138,715(e) --
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP 2,058,676(f) 1.10
</TABLE>
- ---------------
(a) Includes 14,000 shares that each of the indicated persons has the right to
acquire (through the exercise of options) on or within 60 days after
February 24, 1997.
(b) Includes 12,000 shares that each of the indicated persons has the right to
acquire (through the exercise of options) on or within 60 days after
February 24, 1997.
(c) Includes shares that the indicated persons have the right to acquire
(through the exercise of the options described on page 12) on or within 60
days after February 24, 1997, as follows: Michael D. Andreas (1,371),
Lawrence L. Gellerstedt, III (1,225), W.W. Johnson (16,067), and Josie C.
Natori (1,538).
(d) Includes 1,500 shares held by Mr. Mahony's spouse, with respect to which Mr.
Mahony 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) on or within 60 days after February 24,
1997, as follows: Joe T. Ford (368,000), Scott T. Ford (14,000), Tom T.
Orsini (92,016), Francis X. Frantz (164,000), and Dennis J. Ferra (102,016).
(f) Includes a total of 1,177,633 shares that members of the group have the
right to acquire (through the exercise of options) on or within 60 days
after February 24, 1997.
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; an index of a
7
<PAGE> 11
group of peer issuers consisting of the following companies: Ameritech
Corporation, AT&T Corp., Bell Atlantic Corporation, BellSouth Corporation,
Cincinnati Bell Inc., Electronic Data Systems Corporation, Frontier Corporation,
GTE Corporation, MCI Communications Corporation, Pacific Telesis Group,
Southwestern Bell Corporation, Sprint Corporation, and U S West, Inc. (the "1996
Peer Index"); and an index of the group of peer issuers used in ALLTEL's proxy
statement for its 1996 annual meeting of stockholders, which consisted of
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 "1995 Peer Index"). ALLTEL believes
that the 1996 Peer Index provides a more meaningful comparison of stockholder
return because the peer issuers included in the 1996 Peer Index are now more
similar to ALLTEL than the companies included in the 1995 Peer Index. The
returns of both groups of peer issuers have been weighted according to their
respective stock market capitalizations at the beginning of each period for
which returns are indicated.
[COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* GRAPH]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD 1995 PEER 1996 PEER
(FISCAL YEAR COVERED) ALLTEL S&P 500 INDEX INDEX
<S> <C> <C> <C> <C>
12/31/91 100 100 100 100
12/31/92 126.89 107.61 108.57 115.39
12/31/93 161.48 118.41 126.79 131.50
12/31/94 170.49 120.01 119.05 124.73
12/31/95 172.81 164.95 181.09 179.75
12/31/96 190.31 202.73 187.92 180.82
</TABLE>
* Assumes that $100 was invested on the last trading day of 1991 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
1996 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 23 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
groups 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 1996 were approximately 5% below 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 1995 (by reference to ALLTEL's "total return" to ALLTEL
stockholders during 1995 of 1.4%) and a comparison of Mr. Ford's 1995 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 1996, 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 officer's total
direct compensation (base
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<PAGE> 13
salary plus bonus) will approximate the mean total direct compensation of
corresponding officers of the comparison group.
For 1996, the financial performance criteria were based exclusively on
earnings per share from operations, and the target level earnings per share from
operations amount was $1.87.
As reflected in the Summary Compensation Table, Mr. Ford received a
$682,500 cash incentive payment under the Incentive Plan for 1996, 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 from operations 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 1994-1996, the target level of growth in earnings per
share from operations established by the Committee was 6%. As reflected in the
Summary Compensation Table, Mr. Joe T. Ford received a $390,000 cash incentive
payment under the Long-Term Incentive Plan for 1996 with respect to the
three-year measurement period of 1994-1996, 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 and assist in retaining management personnel who
add a high degree of value to ALLTEL that result in long-term creation of
stockholder value because options granted to ALLTEL executive officers will
benefit them only if ALLTEL's stock price appreciates after the date of the
grant. The Committee granted options to ALLTEL's executive officers on January
24, 1996, including Mr. Joe T. Ford and the other officers listed in the Summary
Compensation Table in the respective amounts indicated in that table and in the
Option Grants in 1996 Table on page 14. The Committee determined the respective
numbers of options granted to Mr. Joe T. Ford and the other executive officers
on the basis of the Committee's subjective judgment of the ongoing value that
each of those executive officers would provide to ALLTEL.
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
Michael D. Andreas
W. W. Johnson
John P. McConnell
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 1994 Stock Option Plan for Nonemployee Directors, as amended (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 provided for the automatic grant,
following the conclusion of each of the 1995 and 1996 annual meetings of
stockholders, of an option to purchase 2,000 shares of Common Stock to each
nonemployee director (other than a director who was elected at either annual
meeting). As a result of an amendment to the Director Plan adopted on January
30, 1997, commencing with the 1997 Annual Meeting, the option automatically
granted annually will be increased to 3,500 shares of Common Stock.
11
<PAGE> 15
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 period of six months or the earlier
expiration 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.
ALLTEL's Directors' Retirement Plan was terminated effective January 30,
1997. Under the terms of that termination, each director who was a director on
January 30, 1997, and retires thereafter is entitled to receive, commencing on
his retirement, an annual benefit, payable for his life only, equal to 10% of
the $24,000 annual base directors' fee in effect at the time the plan was
terminated for each year of his service prior to January 30, 1997 (rounded up to
the next whole year) up to five years and 5% of the $24,000 annual base fee for
each year of that service in excess of five years, up to a maximum annual
benefit of $24,000. A director is considered to have "retired" if he ceases to
be a director for any reason other than death or removal in accordance with
applicable law. The termination of the Directors' Retirement Plan did not affect
the benefits payable to any director who retired prior to January 30, 1997.
In lieu of the foregoing future retirement benefit, each director who was a
director on January 30, 1997, had the opportunity to elect to receive either a
one-time grant of a fully-vested option to purchase Common Stock under the
Director Plan at an option price of $33.875 per share (the closing price of the
Common Stock on February 14, 1997) with a value at the time of grant (calculated
using the Black-Sholes method) approximately equal to the value of the
director's retirement benefit under the Directors' Retirement Plan or a credit
to his account under ALLTEL's deferred compensation plan for directors in an
amount approximately equal to the value of the director's retirement benefit
under the Directors' Retirement Plan.
Michael D. Andreas, Lawrence L. Gellerstedt, III, W.W. Johnson, and Josie
C. Natori elected to receive stock options under the Director Plan in lieu of a
benefit under the terminated Directors' Retirement Plan and were granted options
to purchase 1,371, 1,225, 16,067 and 1,538 shares of Common Stock, respectively.
Ben W. Agee, John R. Belk, Emon A. Mahony, John P. McConnell, Ronald Townsend,
and William H. Zimmer elected to receive credits of $146,199, $3,625, $65,186,
$7,850, $31,794, and $134,522, respectively, to their accounts under ALLTEL's
deferred compensation plan for directors in lieu of a benefit under the
terminated Directors' Retirement Plan.
12
<PAGE> 16
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table shows the compensation, for each of the last three
years, of ALLTEL's Chief Executive Officer and of ALLTEL's other four most
highly compensated executive officers as of December 31, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION
------------------------------------ AWARDS
OTHER ----------
ANNUAL SECURITIES
COMPEN- UNDERLYING
NAME PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) OPTIONS(#)
- -------------------- ------------------------------------ ----- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joe T. Ford Chairman and CEO 1996 650,000 682,500 -0- 80,000
Chairman and CEO 1995 650,000 585,000 -0- -0-
Chairman and CEO 1994 650,000 585,000 -0- -0-
Scott T. Ford Executive Vice President 1996 320,000 380,000 -0- 70,000
Tom T. Orsini Executive Vice President 1996 320,000 240,000 -0- 20,000
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-
Francis X. Frantz Senior Vice President-External
Affairs and General Counsel 1996 295,000 199,125 -0- 20,000
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-
Dennis J. Ferra Senior Vice President-Chief
Financial Officer 1996 285,000 192,375 -0- 20,000
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-
<CAPTION>
PAYOUTS
----------
LONG-TERM
INCENTIVE ALL OTHER
PLAN COMPEN-
NAME PAYOUTS($) SATION($)
- -------------------- ---------- ---------
<S> <C> <C>
Joe T. Ford 390,000 192,185(a)
234,375 251,818
221,875 102,350
Scott T. Ford -0- -0-
Tom T. Orsini 126,750 73,497(b)
72,442 92,270
53,762 36,169
Francis X. Frantz
126,000 69,242(b)
78,000 86,380
71,000 35,849
Dennis J. Ferra
118,500 51,764(b)
72,500 63,024
66,000 31,223
</TABLE>
- ---------------
(a) Includes the following amounts for Mr. Joe T. Ford: employer contributions
to the ALLTEL Profit Sharing Plan and ALLTEL Thrift Plan in the amount of
$10,500, allocated benefits under the ALLTEL Benefit Restoration Plan in the
amount of $92,357, dollar amount of premiums paid under supplemental split
dollar life insurance policies in the amount of $7,764, and "above-market"
earnings on deferred compensation in the amount of $81,564 (payment of which
is deferred until the deferred compensation is paid).
(b) Includes the following amounts for Messrs. Orsini, Frantz, and Ferra:
allocated benefits under the ALLTEL Benefit Restoration Plan in the
respective amounts of $29,904, $29,063, and $27,019, employer contributions
under the ALLTEL Profit Sharing Plan and ALLTEL Thrift Plan in the amount of
$9,000 in each case, dollar amount of premiums paid under supplemental split
dollar life insurance policies in the respective amounts of $470, $387, and
$319 and "above-market" earnings on deferred compensation in the respective
amounts of $34,123, $30,792, and $15,426 (payment of which is deferred until
the deferred compensation is paid).
13
<PAGE> 17
OPTION GRANTS IN 1996
The following table shows information concerning stock option grants during
1996 to ALLTEL's Chief Executive Officer and to ALLTEL's other four most highly
compensated executive officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------
% OF POTENTIAL REALIZABLE
NUMBER OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED EXERCISE APPRECIATION FOR OPTION
OPTIONS TO OR BASE TERM
GRANTED EMPLOYEES PRICE EXPIRATION -----------------------
NAME (#) IN 1996 ($/SH) DATE 5% ($) 10% ($)
- ------------------------ ---------- --------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joe T. Ford 80,000 9.65 31.625 1/24/06 1,591,103 4,032,168
Scott T. Ford 70,000 8.44 31.625 1/24/06 1,392,215 3,528,147
Tom T. Orsini 20,000 2.41 31.625 1/24/06 397,775 1,008,042
Francis X. Frantz 20,000 2.41 31.625 1/24/06 397,775 1,008,042
Dennis J. Ferra 20,000 2.41 31.625 1/24/06 397,775 1,008,042
</TABLE>
OPTION EXERCISES IN 1996 AND 1996 YEAR-END OPTION VALUES
The following table shows information concerning stock option exercises
during 1996 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 1996 YEAR-END AT 1996 YEAR-END
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE($)
- ------------------------ ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Joe T. Ford -0- -0- 339,000/148,000 4,584,526/413,500
Scott T. Ford -0- -0- -0-/70,000 -0-/-0-
Tom T. Orsini 16,984 317,388 78,016/50,000 665,027/161,250
Francis X. Frantz -0- -0- 148,000/52,000 1,746,625/184,000
Dennis J. Ferra 7,000 123,812 96,000/52,000 928,875/184,000
</TABLE>
14
<PAGE> 18
LONG-TERM INCENTIVE PLAN AWARDS IN 1996
The following table shows information concerning the awards made during
1996 with respect to the three-year measurement period 1996 through 1998 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:
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS*
PERFORMANCE PERIOD ------------------------------------------
NAME UNTIL PAYOUT MINIMUM ($) TARGET ($) MAXIMUM ($)
- ------------------------- ------------------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Joe T. Ford 3 years 146,250 292,500 438,750
Scott T. Ford 3 years 56,000 112,000 168,000
Tom T. Orsini 3 years 56,000 112,000 168,000
Francis X. Frantz 3 years 44,250 88,500 132,750
Dennis J. Ferra 3 years 42,750 85,500 128,250
</TABLE>
- ---------------
* Awards will be paid upon completion of the 1998 year on the basis of ALLTEL's
performance during the three year period 1996-1998 as determined by ALLTEL's
attainment of prescribed corporate and unit performance targets. In January
1996, 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 1996-98 period). The estimated future
payouts shown above assume that each executive officer's average base salary
during the 1996-98 period would be the same as his base salary during 1996.
EXECUTIVE COMPENSATION AGREEMENT
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 1996 level and
retirement at the expiration of the contract period, the estimated annual
benefit to be received by Mr. Ford is $1,056,621. 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.
15
<PAGE> 19
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.
CHANGE IN CONTROL AGREEMENTS
ALLTEL is a party to agreements with each of Messrs. Scott T. Ford, Tom T.
Orsini, Francis X. Frantz, 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.
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 Messrs. Scott T. Ford, Orsini, Frantz, 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.
16
<PAGE> 20
Assuming annual increases in compensation in future years of 5% per year,
continuation in the position he held during 1996, and retirement at age 65, the
estimated annual benefit under the pension plan for each of Messrs. Scott T.
Ford, Orsini, Frantz, and Ferra is $55,608, $63,519, $54,988, and $61,652,
respectively. (Mr. Joe T. Ford, the only other executive included in the Summary
Compensation Table on page 13, is not a participant in and is not 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 plans of any amounts
not payable under the tax-qualified plans by reason of limitations specified in
the Internal Revenue Code. Currently, under the ALLTEL Benefit Restoration Plan,
Messrs. Joe T. Ford, Scott T. Ford, Orsini, Frantz, and Ferra are eligible for
accruals with respect to benefits not payable under ALLTEL's defined
contribution plans, and Messrs. Scott T. Ford, Orsini, Frantz, 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 1996 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. Scott T. Ford, Orsini, Frantz, and Ferra, participate. The
SERP provides with respect to Messrs. Scott T. Ford, Orsini, Frantz, 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 (A) if a Payment Trigger has not occurred, the
greater of (i) his total compensation for the calendar year preceding his
retirement, or (ii) his average annual total compensation for the three calendar
years preceding his retirement; or (B) if a Payment Trigger has occurred, the
greater of (i) the amount determined under (A) above (as if a Payment Trigger
had not occurred), or (ii) the sum of (a) his annual base salary 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,
whichever is greatest, plus (b) the maximum amounts payable to him under
specified incentive compensation plans for the period coincident with or most
recently prior to the change in control, the Payment Trigger, or his retirement
date, whichever is greatest. The amount of the normal retirement benefit under
the SERP is not determined based on years of service.
Each of Messrs. Scott T. Ford, Orsini, Frantz, 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
17
<PAGE> 21
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 Messrs. Scott T. Ford, Orsini, Frantz, or Ferra dies after benefits
commence, his surviving 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. Scott T. Ford,
Orsini, Frantz, 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. Scott T. Ford, Orsini, Frantz, 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 annual increases in compensation in future
years of 5% per year, retirement at age 65, and based on estimates of the
benefits that reduce the retirement benefits payable under the SERP, the
estimated normal retirement benefit under the SERP payable for each of Messrs,
Scott T. Ford, Orsini, Frantz, and Ferra is $-0-, $155,699, $104,045, and
$72,977 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. 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).
CERTAIN TRANSACTIONS
ALLTEL purchases property, liability, workers compensation, and directors
and officers insurance coverage from Cincinnati Insurance Company, a subsidiary
of Cincinnati Financial Corporation, for which Alltel paid premiums of
$6,434,117 during the period January 1, 1996, through December 31, 1996.
Cincinnati Financial Corporation, its subsidiaries, and its pension
18
<PAGE> 22
fund beneficially owned, on February 24, 1997, 13,033,428 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 1996, for which ALLTEL paid investment banking fees and brokerage
commissions totaling $317,363 to Stephens Inc. during the period January 1,
1996, through December 31, 1996. Stephens Group Inc. beneficially owned, on
February 24, 1997, 16,627,920 shares of Common Stock (see page 6).
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires ALLTEL's
directors and executive officers, and persons who own more than ten percent of
ALLTEL's Common Stock, to file with the Securities and Exchange Commission and
the New York Stock Exchange initial reports of ownership and reports of changes
in ownership of that Common Stock.
To ALLTEL's knowledge, based solely upon a review of copies of reports
provided by those individuals to ALLTEL and written representations of those
individuals that no other reports were required with respect to the year ended
December 31, 1996, ALLTEL believes that all of the foregoing filing requirements
applicable to its directors, executive officers, and greater than ten percent
beneficial owners have been met.
ANNUAL REPORT
The 1996 Annual Report, which includes financial statements and an outline
of ALLTEL's operations during 1996, 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 1996, 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 1998
Annual Meeting must be received by ALLTEL prior to November 3, 1997, 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. In the event the
management of ALLTEL deems it advisable, ALLTEL may engage the services of an
independent proxy solicitation firm to aid in the solicitation of proxies. The
fees paid by ALLTEL, in the event of such an engagement, likely would not exceed
$10,000. 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 3, 1997 Secretary
20
<PAGE> 24
ALLTEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 24, 1997.
R
O The undersigned hereby appoints Joe T. Ford and Francis X. Frantz,
X or either of them, with full power of substitution, as proxies to
Y vote all of the undersigned's shares of voting stock at the Annual
Meeting of Stockholders on April 24, 1997, 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:
Joe T. Ford, Scott T. Ford,
John P. McConnell, and Josie C. Natori
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
X PLEASE MARK -------
YOUR VOTES AS |
IN THIS EXAMPLE. |
|
|
<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C>
1. Election of Directors (see reverse) [ ] [ ]
For, except vote withheld from the following nominee(s):
-----------------------------------------------------
2. In their discretion, to transact such other business as may properly come before the meeting or any adjournment thereof.
</TABLE>
Dated:_______________ , 1997
----------------------------
Signature
----------------------------
Signature
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.
