Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Number)
One Allied Drive
Little Rock, Arkansas 72202
(501) 905-8000
(Address, including zip code, of principal executive offices)
-------------------------------------
ALLTEL CORPORATION 1998 EQUITY INCENTIVE PLAN
(Full title of the plan)
--------------------------------------
Francis X. Frantz
Executive Vice President - External Affairs,
General Counsel and Secretary
One Allied Drive
Little Rock, Arkansas 72202
(501) 905-8000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be To Be Price Offering Registration
Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock,
$1.00 Par Value(1) 9,000,000(2) $75.00 $675,000,000 $187,650(3)
- --------------------------------------------------------------------------------
(1) Rights to purchase Series K Preferred Stock of ALLTEL Corporation
("ALLTEL") are attached to and trade with the ALLTEL Common Stock.
(2) Pursuant to Rule 416, there are also registered hereunder an
indeterminate number of additional shares as may become subject to awards under
the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan") as a result of
antidilution provisions contained therein.
(3) The registration fee has been computed in accordance with
paragraphs (c) and (h) of Rule 457, based upon the average of the reported high
and low sale prices of shares of the ALLTEL Common Stock on the Composite Tape
of the New York Stock Exchange, Inc. on October 26, 1999.
PART I
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the ALLTEL Corporation 1998 Equity Incentive Plan (the "Plan"),
delivered to persons purchasing shares pursuant to the Plan. Pursuant to the
Note to Part I of Form S-8, that information is not being filed with or included
in this Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ALLTEL with the Securities and
Exchange Commission are incorporated herein by reference as of their respective
dates of filing:
(1) ALLTEL's Current Report on Form 8-K dated October 12, 1999;
(2) ALLTEL's Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10-K/A filed March 26, 1999 and Form 10-K/A filed April
30, 1999 (except for Item 8 - Financial Statements and Supplementary Data);
(3) ALLTEL's Quarterly Report on Form 10-Q for each of the quarters
ended March 31, 1999 and June 30, 1999;
(4) The description of ALLTEL's Common Stock contained in the
registration statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description; and
(5) The description of the Rights Agreement contained in the
registration statement on Form 8-A dated February 3, 1997.
In addition, all documents subsequently filed by ALLTEL pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of ALLTEL Common Stock being registered
hereunder is being passed upon for ALLTEL by Kutak Rock, 425 West Capitol
Avenue, Suite 1100, Little Rock, Arkansas 72201. Certain attorneys of Kutak
Rock's Little Rock office (the location of the attorneys participating on
ALLTEL's behalf) beneficially owned 8,050 shares of ALLTEL Common Stock at
November 2, 1999.
Item 6. 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. In accordance with Section 145 of the Delaware General Corporation
Law, Article VII of the Certificate requires ALLTEL to advance expenses incurred
by a director in a legal proceeding prior to final disposition of the
proceeding.
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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 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Kutak Rock as to the legality of the shares being
registered (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion filed as
Exhibit 5.1 herewith).
23.2 Consent of Arthur Andersen LLP (filed herewith).
24.1 Powers of Attorney (filed herewith).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (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 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" table in the effective registration statement; and
(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;
provided; however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
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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-8 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 November 2, 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 2nd day of November, 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)
*JEFFERY R. GARDNER Senior Vice President- Finance and
------------------------------- Treasurer
(Jeffery R. Gardner) (Principal Accounting Officer)
*JOHN R. BELK Director
-------------------------------
(John R. Belk)
*LAWRENCE L. GELLERSTEDT, III Director
-------------------------------
(Lawrence L. Gellerstedt, III)
*CHARLES H. GOODMAN Director
-------------------------------
(Charles H. Goodman)
*W.W. JOHNSON Director
-------------------------------
(W.W. Johnson)
*EMON A. MAHONY, JR. Director
-------------------------------
(Emon A. Mahony, Jr.)
6
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Signature Title
--------- -----
*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
7
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INDEX TO EXHIBITS
Number Exhibit
- ------ -------
5.1 Opinion of Kutak Rock as to the legality of the shares being
registered (filed herewith).
23.1 Consent of Kutak Rock (included in the opinion in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (filed herewith).
24.1 Powers of Attorney (filed herewith).
8
EXHIBIT 5.1
November 2, 1999
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
Re: REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK PAR
VALUE $1.00 PER SHARE, OFFERED PURSUANT TO THE ALLTEL
CORPORATION 1998 EQUITY INCENTIVE PLAN
Ladies and Gentlemen:
We are acting as counsel to ALLTEL Corporation, a Delaware corporation
(the "Company") in connection with the registration under the Securities Act of
1933, as amended, of 9,000,000 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company to be issued pursuant to the ALLTEL Corporation
1998 Equity Incentive Plan (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares to be
offered and sold, when issued and delivered in accordance with the terms and
provisions of the Plan against receipt of the consideration provided for
therein, will be validly issued, fully paid, and nonassessable.
In rendering this opinion, we have (i) assumed and have not
independently verified (a) the due authorization, execution and delivery of the
Plan, (b) that all signatures on all certificates and other documents examined
by us are genuine, and that, where any such signature purports to have been made
in a corporate, governmental or other capacity, the person who affixed such
signature to such certificate or other document had authority to do so, and (c)
the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies, and
(ii) as to certain factual matters, relied upon certificates of public officials
and of the Company and its officers and have not independently checked or
verified the accuracy of the factual 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 in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kutak Rock
Exhibit 23.2
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 reports dated August 12, 1999,
included in ALLTEL Corporation's Form 8-K dated October 12, 1999 and to all
references to our Firm included in this registration statement.
November 2, 1999
/s/ Arthur Andersen LLP
---------------------------
Arthur Andersen LLP
Exhibit 24.1
POWER OF ATTORNEY
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
April, 1999.
Signed: /s/ Jeffery R. Gardner
---------------------------
Name: Jeffery R. Gardner
<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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
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 R.
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 any one or more Registration Statements on Form S-8 (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 any employee benefit or compensation plan or
arrangements maintained by ALLTEL, or any of its existing or future
subsidiaries, at any time prior to the expiration of this power of attorney, 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. This power of
attorney shall expire automatically at 12:00 midnight on December 31, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
April, 1999.
Signed: /s/ William H. Zimmer
---------------------------
Name: William H. Zimmer
