As filed with the Securities and Exchange Commission on August 17, 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 (I.R.S. Employer
of 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 of Proposed Maximum Proposed Maximum
Shares To be Amount to be Aggregate Aggregate Amount of
Registered(1) Registered Price per Share(2) Offering Price Registration Fee
- ------------ ------------ ----------------- ----------------- ----------------
Common Stock, 6,999,979 $68.34 $478,378,565 $132,989
$1 Par Value
- --------------------------------------------------------------------------------
(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 August 11, 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 August 17, 1999
PROSPECTUS
6,999,979 Shares
ALLTEL CORPORATION
Common Stock
The 6,999,979 shares of ALLTEL common stock covered by this prospectus
are all being offered for the account of the selling 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 August 16, 1999, the closing price of ALLTEL common stock on the
New York Stock Exchange was $70.44 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 August 17, 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
it, 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 current report
on Form 8-K filed August 13, 1999, ALLTEL annual report on Form 10-K for the
year ended December 31, 1998, as amended by Forms 10-K/A filed on March 26, 1999
and April 30, 1999, (except for Item 8 - Financial Statements and Supplemental
Data) any filings made with the SEC since December 31, 1998 under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, 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 the selling shareholders sell all of the securities being
offered.
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
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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.
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 6,999,979 shares of ALLTEL common stock covered by this
prospectus are being offered for the account of the following selling
shareholders:
Assaria Cellular Corporation
Blue Valley Cellular, Inc.
Cellular, Inc. Network Corporation
Columbus Telephone Company, Inc.
Cunningham Communications, Inc.
GBT Communications, Inc.
Gorham Cellular, Inc.
H & B Cellular, Inc.
Home Communications, Inc.
KanOkla Communications, Inc.
LaHarpe Communications, Inc.
Little River Cellular, Inc.
Madison Communications, Inc.
MoKan Communications, Inc.
Peoples Cellular, Inc.
Rainbow Communications & Elect., Inc.
RTSC Communications, Inc.
S & A Communications, Inc.
S & T Cellular Corp.
South Central Communications, Inc.
Totelcom of Kansas, Inc.
Tri-County Communications, Inc.
Twin Valley Cellular, Inc.
United Cellular Corporation
Wamego Cellular, Inc.
Wilson Communication Company, Inc.
Zaziwil, Inc.
Zenda Cellular,Inc.
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The selling shareholders are currently the sole shareholders of Liberty
Cellular, Inc. and the sole unit holders of Kini L.C. Prior to October 31, 1999,
we plan to complete mergers with Liberty Cellular, Inc. and Kini L.C. In the
mergers, we plan to issue 6,999,979 shares of ALLTEL common stock to the selling
shareholders in exchange for all of the outstanding shares of capital stock of
Liberty Cellular, Inc and all of the outstanding ownership units of Kini L.C.
Other than the mergers, none of the selling shareholders has held any position
or office nor has any of them had a material relationship with ALLTEL or any of
its affiliates within the past three years.
In connection with the mergers, 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 mergers. The
agreements of merger relating to the mergers provide that we are to pay all
registration expenses incurred in connection with this registration except that
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
mergers. The agreements of merger also provide that we are to use our reasonable
best efforts to maintain the effectiveness of this registration statement until
the earlier of the date of the one year anniversary of the date of the
registration statement is declared effective by the SEC or the date each of the
selling shareholders' shares of ALLTEL common stock acquired in the mergers
become transferable without registration in one transaction in accordance with
Rule 144 of the Securities Act of 1933.
The following table sets forth the number of shares of ALLTEL common
stock to be held by each selling shareholder prior to the offering and the
number of shares that may be offered for the selling shareholder's account
pursuant to this prospectus.
Number of Shares Number of Shares that
to be Held Prior May Be Offered Pursuant
Name of Selling Shareholder to Offering to this Offering
Assaria Cellular Corporation 130,237 130,237
Blue Valley Cellular, Inc. 242,584 242,584
Cellular, Inc. Network Corporation 213,607 213,607
Columbus Telephone Company, Inc. 248,636 248,636
Cunningham Communications, Inc. 282,033 282,033
GBT Communications, Inc. 289,119 289,119
Gorham Cellular, Inc. 154,163 154,163
H & B Cellular, Inc. 298,151 298,151
Home Communications, Inc. 248,663 248,663
KanOkla Communications, Inc. 150,817 150,817
LaHarpe Communications, Inc. 247,428 247,428
Little River Cellular, Inc. 189,962 189,962
Madison Communications, Inc. 276,323 276,323
MoKan Communications, Inc. 277,295 277,295
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Peoples Cellular, Inc. 243,877 243,877
Rainbow Communications & Elect., Inc. 286,106 286,106
RTSC Communications, Inc. 308,550 308,550
S & A Communications, Inc. 108,181 108,181
S & T Cellular Corp. 282,276 282,276
South Central Communications, Inc. 162,246 162,246
Totelcom of Kansas, Inc. 346,716 346,716
Tri-County Communications, Inc. 285,208 285,208
Twin Valley Cellular, Inc. 311,450 311,450
United Cellular Corporation 271,767 271,767
Wamego Cellular, Inc. 295,788 295,788
Wilson Communication Company, Inc. 287,226 287,226
Zaziwil,Inc. 316,689 316,689
Zenda Cellular, Inc. 244,881 244,881
Total 6,999,979 6,999,979
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 pay registration expenses
incurred in connection with this registration of approximately $134,989.
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
Friday, Eldredge & Clark will provide ALLTEL with an opinion that the
shares being offered in this prospectus are legally and validly issued. Certain
partners of Friday, Eldredge & Clark beneficially owned as of August 12, 1999,
930 shares of ALLTEL common stock.
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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
current report on Form 8-K filed on August 13, 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Securities and Exchange Commission Filing Fee. $132,989
Counsel Fees and Expenses. 1,000
Miscellaneous Expenses. 1,000
Total $134,989
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
General Corporation Law grants express power to a Delaware corporation to
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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 Friday, Eldredge & Clark
23(a) - Consent of Arthur Andersen LLP
23(b) - 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:
(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. 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
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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.
(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 (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 with or furnished to the Commission 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 (and,
where applicable each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and 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
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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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 17th day of
August, 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 17th of August, 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)
*CHARLES H. GOODMAN Director
------------------------------
(Charles H. Goodman)
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*EMON A. MAHONY, JR. Director
------------------------------
(Emon A. Mahony, Jr.)
*JOHN P. MCCONNELL Director
------------------------------
(John P. McConnell)
*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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EXHIBIT INDEX
Official Exhibit No. Description
- ----------------------- --------------------------------------------------------
5 Opinion of Friday, Eldredge & Clark as to the legality
of the Securities to be issued.
23(a) Consent of Arthur Andersen LLP, Independent Public
Accountants.
23(b) Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5.
24(a) Powers of Attorney.
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EXHIBIT 5
[FEC Letterhead]
August 16, 1999
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
RE: ALLTEL Corporation Form S-3 Registration Statement
registering 6,999,979 shares of $1.00 par value common stock
Ladies and 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 6,999,979 shares (the "Shares") of the Company's Common Stock, $1.00 par
value, to be issued in connection with the merger of a wholly-owned subsidiary
of the Company with and into Liberty Cellular, Inc. and the separate merger of
another wholly-owned subsidiary of the Company with and into KINI, L.C.
(collectively, the "Mergers"). We have examined such documents, records, and
matters of law as we have deemed necessary for purposes of this opinion and we
have relied as to certain factual matters upon the certificates of officers of
the Company and public officials, and we have not independently checked or
verified the accuracy of the statements contained therein.
It is our opinion that the Shares will be, upon issuance in
consummation of and pursuant to the terms of the agreements providing for the
Mergers, validly authorized and issued, and fully paid and non-assessable. This
opinion does not pass upon compliance with "Blue Sky" laws or similar laws
relating to the sale or distribution of the Shares.
In connection with this opinion, 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, and we disclaim any undertaking or obligation to advise you of changes
that hereafter may be brought to our attention.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and to such references to this
firm as are made therein.
Sincerely,
/s/ Friday, Eldredge & Clark, LLP
FRIDAY, ELDREDGE & CLARK, LLP
13
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 reports dated August 12, 1999,
included in ALLTEL Corporation's Form 8-K dated August 13, 1999 and to all
references to our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Little Rock, Arkansas
August 12, 1999
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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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Joe T. Ford
---------------------------
Name: Joe T. Ford
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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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Dennis E. Foster
---------------------------
Name: Dennis E. Foster
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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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Scott T. Ford
---------------------------
Name: Scott T. Ford
17
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Jeffery R. Gardner
---------------------------
Name: Jeffery R. Gardner
18
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ John R. Belk
---------------------------
Name: John R. Belk
19
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Charles H. Goodman
---------------------------
Name: Charles H. Goodman
20
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Emon A. Mahony, Jr.
---------------------------
Name: Emon A. Mahony
21
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ John P. McConnell
---------------------------
Name: John P. McConnell
22
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Frank E. Reed
---------------------------
Name: Frank E. Reed
23
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ Ronald Townsend
---------------------------
Name: Ronald Townsend
24
<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, 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 Liberty Cellular, Inc. and the unit holders of
Kini L.C. (collectively "Liberty") in connection with ALLTEL's acquisition of
Liberty, 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 22nd day of
July, 1999.
Signed: /s/ William H. Zimmer, Jr.
---------------------------
Name: William H. Zimmer, Jr.
25
