As filed with the Securities and Exchange Commission on April 16, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ALLTEL Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(501) 905-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Francis X. Frantz
Executive Vice President-External Affairs
One Allied Drive
Little Rock, Arkansas 72202
(501) 905-8111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ------------- ------------ --------------- --------------- ----------------
Title Proposed Proposed
of Shares Amount Maximum Maximum Amount
To be To be Aggregate Price Aggregate of
Registered(1) Registered per Share(2) Offering Price Registration Fee
- ------------- ------------ --------------- -------------- ----------------
Common Stock,
$1 Par Value 5,499,997 $67.94 $373,669,796 $103,880
- ------------- ------------ --------------- -------------- ----------------
(1) Rights to purchase Series K Preferred Stock of ALLTEL are attached to and
trade with the ALLTEL Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the high and low sales
prices of a share of ALLTEL Common Stock on April 9, 1999 as reported by the
New York Stock Exchange.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
Subject to Completion, Dated April 16, 1999
PROSPECTUS
5,499,997 Shares
ALLTEL CORPORATION
Common Stock
The 5,499,997 shares of ALLTEL common stock covered by this prospectus
are all being offered for the account of the shareholders listed on page 3. We
will not receive any proceeds from any sales of these securities.
Each of the selling shareholders may offer and sell from time to time
shares of ALLTEL common stock directly or through broker-dealers or underwriters
who may act solely as agents, or who may acquire shares as principals. The price
to public and the net proceeds to the selling shareholders from the sale of the
shares will depend on the nature and timing of the sales and therefore will not
be known until the sales are actually made.
ALLTEL common stock trades on the New York Stock Exchange under the
symbol "AT." On April ____, 1999, the last closing price of ALLTEL common stock
on the New York Stock Exchange was $_________ per share.
--------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
No person is authorized in connection with any offering of the shares
to give any information or to give any representation not contained in this
prospectus, and you should not rely on any such information or representation as
having been authorized by ALLTEL or any selling shareholder. Neither the
delivery of this prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained in this
prospectus is correct as of any time subsequent to the date of this prospectus.
This Prospectus is dated April ____, 1999.
<PAGE>
ALLTEL CORPORATION
ALLTEL is an information technology company that provides wireline and
wireless communications and information services. ALLTEL provides wireline
local, long-distance, network access and internet services, wireless
communications, wide-area paging service and information management services and
software. ALLTEL also sells telecommunications products and publishes telephone
directories for its affiliates and other telephone companies. ALLTEL's principal
executive offices are located at One Allied Drive, Little Rock, Arkansas 72202,
and its telephone number is (501) 905-8000
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information filed with
them, which means that we can disclose important information to you by referring
you directly to those documents. The information incorporated by reference is
considered to be part of this prospectus. In addition, information ALLTEL files
with the SEC in the future will automatically update and supersede information
contained in this prospectus. We incorporate by reference ALLTEL Annual Report
on Form 10-K for the year ended December 31, 1998, as amended by Form 10-K/A
filed on March 26, 1999, and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the securities we are offering.
ALLTEL will provide free copies of any of those documents, if you write
or telephone us at:
Investor Relations
One Allied Drive
Little Rock, Arkansas 72202
Telephone (501) 905-8999
AVAILABLE INFORMATION
We have filed this prospectus as part of a registration statement on
Form S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. Descriptions in this
prospectus of the provisions of documents filed as an exhibit to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the content of
the documents, you should obtain the documents yourself by following the
procedures described below.
We file annual, quarterly and special reports and other information
with the SEC. You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.
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<PAGE>
USE OF PROCEEDS
All of the shares of ALLTEL common stock covered by this prospectus are
being offered for the account of the selling shareholders listed below.
We will not receive any proceeds from the offering.
SELLING SHAREHOLDERS
All of the 5,499,997 shares of ALLTEL common stock covered by this
prospectus are being offered for the account of the following selling
shareholders:
Milton Stewart, Jr.
Jeb M. Stewart Trust, dated 1/6/90
Jeb Stewart Irrevocable Trust No. Two
Jill Stewart Trust, dated 1/6/90
Carolyn Jill Stewart Irrevocable Trust No. Two
Stewart Partners LP
Kay S. Swanson
Christopher Swanson Trust, dated 5/9/90
Sabrina Swanson Mixon Trust, dated 5/9/90
Stewart Swanson Trust, dated 5/9/90
Prior to January 6, 1999, the selling shareholders were the sole
shareholders of Standard Group, Inc., a Georgia corporation. On January 6, 1999,
we completed a merger with Standard Group, Inc. In the merger, we issued
5,499,997 shares of ALLTEL common stock to the selling shareholders in exchange
for all of the outstanding shares of capital stock of Standard Group, Inc.
Except for the merger, none of the selling shareholders has held any position or
office or has had a material relationship with ALLTEL or any of its affiliates
within the past three years.
In connection with the merger, we have agreed to, among other things,
file the registration statement of which this prospectus is a part with the SEC
to register the shares of ALLTEL common stock issued in the merger. The
agreement of merger relating to the merger provides that we are to pay all
registration expenses incurred in connection with this registration and the
selling shareholders are to pay all selling commissions, underwriting discounts
and disbursements, transfer taxes and fees and expenses of separate counsel
applicable to their sale of shares of ALLTEL common stock issued in the merger.
The agreement of merger also provides that we are to use our reasonable best
efforts to maintain the effectiveness of this registration statement until the
earlier of April ____, 2001 or the date each of the selling shareholders' shares
of ALLTEL common stock acquired in the merger become transferable without
registration in one transaction in accordance with Rule 144 of the Securities
Act of 1933.
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<PAGE>
The following table sets forth the number of shares of ALLTEL common
stock held by each selling shareholder prior to the offering and the number of
shares to be offered for the selling shareholder's account pursuant to this
prospectus.
Number of Shares
Number of Shares that May Be
Held Prior to Offered Pursuant
Name of Selling Shareholder this Offering to this Offering
Milton Stewart, Jr. 2,415,105 2,415,105
Jeb M. Stewart Trust, dated 1/6/90 27,610 27,610
Jeb Stewart Irrevocable Trust No. 47,987 47,987
Two
Jill Stewart Trust, dated 1/6/90 27,610 27,610
Carolyn Jill Stewart Irrevocable 47,987 47,987
Trust No. Two
Stewart Partners LP 183,700 183,700
Kay S. Swanson 2,589,009 2,589,009
Christopher Swanson Trust, dated 53,663 53,663
5/9/90
Sabrina Swanson Mixon Trust, dated 53,663 53,663
5/9/90
Stewart Swanson Trust, dated 5/9/90 53,663 53,663
--------- ---------
Total 5,499,997 5,499,997
PLAN OF DISTRIBUTION
The selling shareholders may effect the distribution of the shares in
one or more transactions that may take place through the New York Stock
Exchange, including block trades or ordinary broker's transactions, or through
privately negotiated transactions, an underwritten offering, or a combination of
any such methods of sale. Sales of the shares will be made at market prices
prevailing at the time of sale or at negotiated prices. Selling shareholders may
pay usual and customary or specifically negotiated brokerage fees or commissions
in connection with such sales. We have agreed to bear certain costs associated
with selling the shares of approximately $109,880.
4
<PAGE>
The aggregate proceeds to the selling shareholders from the sale of the
shares will be the purchase price of the ALLTEL common stock sold less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by us. The selling shareholders
and any dealers or agents that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any profit from the sale of the shares by them and any commissions received
by any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
LEGAL OPINIONS
Kutak Rock will provide ALLTEL with an opinion that the shares being
offered in this prospectus are legally and validly issued. Certain partners of
Kutak Rock beneficially owned as of April 1, 1999 8,750 shares of ALLTEL common
stock.
EXPERTS
The consolidated financial statements of ALLTEL as of December 31,
1998, and for each of the years in the three-year period ended December 31,
1998, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included in ALLTEL's
1998 Form 10-K (as amended by Form 10-K/A filed on March 26, 1999) and are
incorporated herein by reference, in reliance upon the authority of such firm as
experts in accounting and auditing in giving said reports. The consolidated
financial statements of ALLTEL include the financial statements of 360(degree)
Communications Company as of December 31, 1997 and 1996 and for each of the two
years in the period ended December 31, 1997, which were filed with ALLTEL's
Report on Form 8-K/A dated September 2, 1998 and which have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included in ALLTEL's 1998 Form 10-K. As to certain equity investees of
360(degree) Communications Company (GTE Mobilnet of South Texas Limited
Partnership, New York SMSA Limited Partnership, Orlando SMSA Limited Partnership
and Chicago MSA Limited Partnership) such report is based in part on the reports
of other independent auditors. The financial statements of 360(degree)
Communications Company referred to above are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Securities and Exchange Commission Filing Fee. $103,880
Counsel Fees and Expenses. 4,000
Miscellaneous Expenses. 2,000
Total $109,880
Item 15. Indemnification of Directors and Officers.
Article VII of the Amended and Restated Certificate of Incorporation of
ALLTEL (the "Certificate") provides for the indemnification of directors,
officers, agents, and employees for expenses incurred by them and judgments
rendered against them in actions, suits or proceedings in relation to certain
matters brought against them as such directors, officers, agents, and employees,
respectively. Article VII of the Certificate also requires ALLTEL, to the
fullest extent expressly authorized by Section 145 of the Delaware General
Corporation Law, to advance expenses incurred by a director or officer in a
legal proceeding prior to final disposition of the proceeding.
In addition, as permitted under the Delaware General Corporation Law,
ALLTEL has entered into indemnity agreements with its directors and officers.
Under the indemnity agreements, ALLTEL will indemnify its directors and officers
to the fullest extent permitted or authorized by the Delaware General
Corporation Law, as it may from time to time be amended, or by any other
statutory provisions authorizing or permitting such indemnification. Under the
terms of ALLTEL's directors and officers liability and company reimbursement
insurance policy, directors and officers of ALLTEL are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933.
ALLTEL will indemnify such directors and officers under the indemnity agreements
from all losses arising out of claims made against them, except those based upon
illegal personal profit, recovery of short-swing profits, or dishonesty;
provided, however, that ALLTEL's obligations will be satisfied to the extent of
any reimbursement under such insurance. The Delaware General Corporation Law
permits a Delaware corporation to indemnify directors, officers, employees, and
agents under some circumstances, and mandates indemnification under certain
limited circumstances. The Delaware General Corporation Law permits a
corporation to indemnify a director, officer, employee, or agent for expenses
actually and reasonably incurred, as well as fines, judgments and amounts paid
in settlement in the context of actions other than derivative actions, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification against
expenses incurred by a director, officer, employee or agent in connection with
his defense of a proceeding against such person for actions in such capacity is
mandatory to the extent that such person has been successful on the merits. If a
director, officer, employee, or agent is determined to be liable to the
corporation, indemnification for expenses is not allowable, subject to limited
exceptions where a court deems the award of expenses appropriate. The Delaware
<PAGE>
General Corporation Law grants express power to a Delaware corporation to
purchase liability insurance for its directors, officers, employees, and agents,
regardless of whether any such person is otherwise eligible for indemnification
by the corporation. Advancement of expenses is permitted, but a person receiving
such advances must repay those expenses if it is ultimately determined that he
is not entitled to indemnification.
The Certificate provides for indemnification to the fullest extent
permitted by the Delaware General Corporation Law, as amended from time to time.
Under the Certificate, any expansion of the protection afforded directors,
officers, employees, or agents by the Delaware General Corporation Law will
automatically extend to ALLTEL's directors, officers, employees, or agents, as
the case may be.
The selling shareholders have agreed to indemnify the Registrant's
directors, its officers who signed the registration statement, and its
controlling persons against certain liabilities that might arise under the
Securities Act of 1933 from information furnished to the Registrant by or on
behalf of any such indemnifying party.
Item 16. Exhibits.
5 - Opinion of Kutak Rock
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of Ernst & Young LLP.
23(c) - Consent of Arthur Andersen LLP.
23(d) - Consent of Arthur Andersen LLP.
23(e) - Consent of PricewaterhouseCoopers LLP.
23(f) - Consent of PricewaterhouseCooper LLP.
23(g) - Consent of counsel is contained in Opinion of
Counsel filed as Exhibit 5.
24(a) - Powers of Attorney.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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<PAGE>
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement
(notwithstanding the foregoing, any increase or decrease in volume of securities
(if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" in this registration
statement); provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
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<PAGE>
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Little Rock, State of Arkansas, on the 16 of April,
1999.
ALLTEL CORPORATION
By *JOE T. FORD
----------------
(Joe T. Ford, Chairman
and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 16 of April, 1999.
Signature Title
--------- -----
*JOE T. FORD Chairman, Chief Executive Officer,
-------------------------- and Director
(Joe T. Ford)
*DENNIS E. FOSTER Vice Chairman and Director
--------------------------
(Dennis E. Foster)
*SCOTT T. FORD President, Chief Operating Officer,
------------------------------ and Director
(Scott T. Ford)
*DENNIS J. FERRA Senior Vice President and Chief
------------------------------ Administrative Officer
(Dennis J. Ferra) (Principal Financial Officer)
*JEFFERY R. GARDNER Senior Vice President- Finance and
----------------------------- Treasurer
(Jeffery R. Gardner) (Principal Accounting Officer)
*JOHN R. BELK Director
------------------------------
(John R. Belk)
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<PAGE>
*LAWRENCE L. GELLERSTEDT, III Director
------------------------------
(Lawrence L. Gellerstedt, III)
*CHARLES H. GOODMAN Director
------------------------------
(Charles H. Goodman)
*MICHAEL HOOKER Director
------------------------------
(Michael Hooker)
*W. W. JOHNSON Director
------------------------------
(W. W. Johnson)
*EMON A. MAHONY, JR. Director
------------------------------
(Emon A. Mahony, Jr.)
*JOHN P. MCCONNELL Director
------------------------------
(John P. McConnell)
*JOSIE C. NATORI Director
------------------------------
(Josie C. Natori)
*FRANK E. REED Director
------------------------------
(Frank E. Reed)
*RONALD TOWNSEND Director
------------------------------
(Ronald Townsend)
*WILLIAM H. ZIMMER, JR. Director
------------------------------
(William H. Zimmer, Jr.)
*BY /s/Francis X. Frantz
------------------------------
(Francis X. Frantz, Attorney-in-Fact)
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<PAGE>
EXHIBIT INDEX
Official Exhibit
No.
Description
- ------------------- ----------------------------------------------------------
5 Opinion of Kutak Rock as to the legality of the Securities
to be issued.
23(a) Consent of Arthur Andersen LLP, Independent Public
Accountants.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Arthur Andersen LLP.
23(d) Consent of Arthur Andersen LLP.
23(e) Consent of PricewaterhouseCoopers LLP.
23(f) Consent of PricewaterhouseCoopers LLP.
23(g) Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5.
24(a) Powers of Attorney.
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EXHIBIT 5
[KUTAK ROCK]
April 16, 1999
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
Re: ALLTEL Corporation Form S-3 Registration Statement
Gentlemen:
We have acted as counsel for ALLTEL Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 5,499,997 shares (the "Shares") of the Company's Common Stock, $1.00 par
value, issued in connection with the merger of a wholly-owned subsidiary of the
Company into Standard Group, Inc. We have examined such documents, records, and
matters of law as we have deemed necessary for the purposes of this opinion.
Based upon such examination and on the assumptions set forth below it
is our opinion that the Shares have been duly and validly authorized by the
Company and are validly and legally issued, fully paid and nonassessable. In
rendering the foregoing opinion, we have relied as to certain factual matters
upon certificates of officers of the Company and public officials, and we have
not independently checked or verified the accuracy of the statements contained
therein. In addition, our examination of matters of law has been limited to the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, in each case as in effect on the date hereof.
We hereby consent to the use of this opinion as an exhibit to the
referenced Registration Statement.
Very truly yours,
/s/KUTAK ROCK
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 28, 1999,
included in ALLTEL Corporation's From 10-K/A for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas
April 16, 1999
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of ALLTEL Corporation
for the registration of 5,449,997 shares of ALLTEL common stock, and to the
incorporation by reference of our report dated March 6, 1998, with respect to
the consolidated financial statements and schedule of 360(Degree) Communications
Company, included in ALLTEL Corporations' Annual Report on Form 10-K (as amended
by Form 10-K/A) for the year ended December 31, 1998.
/s/Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
April 16, 1999
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1999,
with respect to the GTE Mobilnet of South Texas Limited Partnership, included in
ALLTEL Corporation's From 10-K/A for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement. Such GTE
Mobilnet of South Texas Limited Partnership financial statements are not
included separately in ALLTEL Corporation's Form 10-K/A.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 16, 1999
Exhibit 23(d)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
ALLTEL Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 16, 1998,
with respect to the Chicago SMSA Limited Partnership, included in ALLTEL
Corporation's From 10-K/A for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement. Such Chicago
SMSA Limited Partnership financial statements are not included separately in
ALLTEL Corporation's Form 10-K/A.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 16, 1999
Exhibit 23(e)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
ALLTEL Corporation on Form S-3 of our report dated February 13, 1998, on our
audits of the financial statements of the New York SMSA Limited Partnership as
of and for the years ended December 31, 1997 and 1996, which report is included
in ALLTEL Corporation's Annual Report on Form 10-K.
/s/PricewaterhouseCoopers LLP
New York, New York
April 16, 1999
Exhibit 23(f)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the includsion in this registration statement on Form S-3 of
our report dated March 6, 1998, on our audtis of the financial statements and
financial statement schedules of the Orlando SMSA Limited Partnership. We also
consent to the references to our firm under the captions "Experts."
/s/PricewaterhouseCoopers LLP
Atlanta, Georgia
April 16, 1999
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed:/s/W.W. Johnson
-----------------------------------------------
Name: W. W. Johnson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/John R. Belk
---------------------------------------
Name: John R. Belk
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Joe T. Ford
---------------------------------------
Name: Joe T. Ford
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Scott T. Ford
---------------------------------------
Name: Scott T. Ford
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Dennis E. Foster
---------------------------------------
Name: Dennis E. Foster
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Lawrence L. Gellerstedt, III
---------------------------------------
Name: Lawrence L. Gellerstedt, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Charles H. Goodman
---------------------------------------
Name: Charles H. Goodman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Michael Hooker
---------------------------------------
Name: Michael Hooker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Emon A. Mahony, Jr.
---------------------------------------
Name: Emon A. Mahony, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/John P. McConnell
---------------------------------------
Name: John P. McConnell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Josie C. Natori
---------------------------------------
Name: Josie C. Natori
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Frank E. Reed
---------------------------------------
Name: Frank E. Reed
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Ronald Townsend
---------------------------------------
Name: Ronald Townsend
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: s/William H. Zimmer
---------------------------------------
Name: William H. Zimmer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Dennis J. Ferra
---------------------------------------
Name: Dennis J. Ferra
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of ALLTEL Corporation ("ALLTEL"), acting pursuant to
authorization of the Board of Directors of the Corporation, hereby appoints Joe
T. Ford, Scott T. Ford, Francis X. Frantz, Dennis J. Ferra, and Jeffery H.
Gardner, or any of them, attorneys-in-fact and agents for me and in my name and
on my behalf, individually and as a director or officer, or both, of ALLTEL, to
sign a Registration Statement on Form S-3 (or any successor form), together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to
registering some or all of the unregistered shares of ALLTEL's common stock
received by the stockholders of Standard Group, Inc. ("Standard") in connection
with ALLTEL's acquisition of Standard, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1999.
Signed: /s/Jeffery R. Gardner
---------------------------------------
Name: Jeffery R. Gardner
