<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ALLTEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[ALLTEL LOGO]
ALLTEL CORPORATION
One Allied Drive . Little Rock, Arkansas 72202
Telephone (501) 905-8000
www.alltel.com
March 6, 2000
Dear Stockholder:
The 2000 Annual Meeting of Stockholders of ALLTEL Corporation will be held on
Thursday, April 20, 2000, for the purposes set forth in the accompanying
notice. The matters to be voted upon are explained in the proxy statement
included with the notice.
It is important that you complete and return your proxy as promptly as
possible, or vote by the Internet or by telephone in accordance with the
instructions set forth on the proxy card.
Sincerely,
/s/ Joe T. Ford
Joe T. Ford
Chairman and
Chief Executive Officer
<PAGE>
ALLTEL CORPORATION
Notice of Annual Meeting of Stockholders
April 20, 2000
To the Stockholders of
ALLTEL Corporation:
Notice Is Hereby Given That the 2000 Annual Meeting of Stockholders of
ALLTEL Corporation ("ALLTEL") will be held in Arkansas' Excelsior Hotel,
Ballroom Level, Three Statehouse Plaza, Little Rock, Arkansas 72201, on
Thursday, April 20, 2000, at 11:00 a.m. (local time), for the following
purposes:
1. To elect directors to the class whose term will expire in 2003.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof, including a stockholder proposal related to
stock splits.
A copy of the Annual Report for the calendar year 1999 accompanies this
Notice.
Only holders of the Common Stock of record at the close of business on
February 28, 2000, are entitled to notice of and to vote at the meeting or at
any adjournment thereof; holders of unexchanged stock certificates of
companies previously acquired by ALLTEL are entitled to notice of the meeting
and shall be entitled to vote if they have exchanged their stock certificates
for ALLTEL certificates by April 20, 2000.
Little Rock, Arkansas By Order of the Board of Directors,
March 6, 2000 FRANCIS X. FRANTZ,
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE FILL IN, SIGN, DATE,
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, OR VOTE BY THE
INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE
PROXY CARD.
<PAGE>
ALLTEL Corporation
One Allied Drive
Little Rock, Arkansas 72202
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ALLTEL Corporation ("ALLTEL") to be used
at its 2000 Annual Meeting of Stockholders to be held on Thursday, April 20,
2000, and at any adjournment or adjournments thereof. Shares represented by
properly executed proxies will be voted at the meeting. If a choice is
specified by a stockholder, the proxy will be voted in accordance with that
choice. Any proxy may be revoked at any time if it has not already been
exercised.
This Proxy Statement is being mailed to stockholders beginning on March 6,
2000.
The close of business on February 28, 2000, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote
at the meeting or any adjournment thereof. On the record date, there were
outstanding and entitled to vote 314,471,283 shares of Common Stock; up to
699,211 additional shares of Common Stock would be entitled to vote in the
event the unexchanged stock certificates of companies previously acquired by
ALLTEL were exchanged for ALLTEL certificates by April 20, 2000.
On all matters to be acted upon at the meeting, each share of Common Stock
is entitled to one vote per share. Under Delaware law and ALLTEL's Restated
Certificate of Incorporation, if a quorum is present at the meeting (a) the
five nominees for election as directors for the term ending in 2003 who
receive the greatest number of votes cast for the election of directors at the
meeting by the shares present in person or by proxy and entitled to vote shall
be elected directors for the term ending in 2003 and (b) any other matters
submitted to a vote of the stockholders must be approved by the affirmative
vote of the majority of shares present in person or by proxy and entitled to
vote on the matter. In the election of directors, any action other than a vote
for a nominee will have the practical effect of voting against the nominee.
Abstention from voting will have the practical effect of voting against any of
the other matters because the abstention results in one less vote for
approval. Broker nonvotes on one or more matters will have no impact because
they are not considered "shares present" for voting purposes.
ELECTION OF DIRECTORS
The ALLTEL Board of Directors presently consists of fourteen members divided
into three classes, two of which consist of five members and one of which
consists of four members. Mr. William H. Zimmer, currently a member of the
class whose term expires in 2002, will retire as a director at the 2000 Annual
Meeting in accordance with the retirement policy for directors specified in
Article X of ALLTEL's Bylaws. Messrs. Joe T. Ford, Dennis E. Foster, John P.
McConnell, and Fred W. Smith, and Ms. Josie C. Natori, currently members of
the class whose term expires in 2000, are nominees for election at the 2000
Annual Meeting for the term ending in 2003. Following the election of
directors at the Annual Meeting, the Board of Directors will consist of
thirteen members divided into three classes, two of which will consist of four
members (the class of 2001 and the class of 2002), and one of which will
consist of five members (the class of 2003).
Unless otherwise directed, the persons named in the accompanying form of
proxy will vote that proxy for the election of the five persons named below,
with each to hold office for a term of three years until the 2003 Annual
Meeting or until his or her successor is elected and qualified. In case any
nominee is unable to serve (which is not anticipated), the persons named in
the proxy may vote for another nominee of their choice. For each nominee and
each director whose term expires in 2001 and 2002, there follows a brief
listing of principal occupations for at least the past five years, other major
affiliations, ALLTEL Board Committees, and age. The year in which each such
person was initially elected as an ALLTEL director is also set forth below
(which, in the case of each of Messrs. Joe T. Ford and Emon A. Mahony, is the
year in which his directorship commenced with ALLTEL's predecessor company,
Allied Telephone Company). Mr. Scott T. Ford is the son of Mr. Joe T. Ford.
<PAGE>
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DIRECTORS -- TERM ENDING 2003
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Joe T. Ford, Chairman of the Board and Chief Executive
Officer of ALLTEL. Director of The Dial Corporation and
Textron Inc. Director of ALLTEL since 1960. Chairman of
Executive Committee. Age 62.
[PHOTO]
Dennis E. Foster, Vice Chairman of the Board of ALLTEL;
prior to July 1, 1998, President, Chief Executive Officer,
and Director of 360(degrees) Communications Company;
President and Chief Operating Officer of Cellular and
Wireless Division of Sprint Corporation from 1993 to March
7, 1996. Director of Salient 3 Corporation and NiSource Inc.
Director of ALLTEL since 1998. Age 59.
[PHOTO]
John P. McConnell, Chairman and Chief Executive Officer and
Director of Worthington Industries, Inc., Columbus, Ohio
(engaged in metal processing and manufacturing); from June
1993 until September 1996, Vice Chairman and Chief Executive
Officer and Director of Worthington Industries, Inc.
Director of ALLTEL since 1994. Member of Compensation and
Nominating Committees. Age 46.
[PHOTO]
Josie C. Natori, Chief Executive Officer of The Natori
Company, New York, New York (upscale fashion house with
offices in Paris, New York, and Manila). Director of
Manhattanville College, the Educational Foundation of
Fashion Industries, The Philippine American Foundation, and
Calyx & Corolla. Trustee of Asia Society & Asian Cultural
Council. Director of ALLTEL since 1995. Member of Nominating
Committee. Age 52.
[PHOTO]
Fred W. Smith, Chairman of the Board of Trustees of the
Donald W. Reynolds Foundation, Las Vegas, Nevada. Director
of ALLTEL since September 17, 1999. Member of Audit
Committee. Age 66.
[PHOTO]
2
<PAGE>
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DIRECTORS -- TERM ENDING 2001
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Scott T. Ford, President and Chief Operating Officer of
ALLTEL; from April 24, 1997 until July 1, 1998, President of
ALLTEL; from January 31, 1996 until April 24, 1997,
Executive Vice President of ALLTEL; prior to January 31,
1996, Assistant to the Chairman, Stephens Group, Inc.
Director of ALLTEL since 1996. Age 37.
[PHOTO]
Lawrence L. Gellerstedt, III, Chairman of the Board of
Children's Healthcare of Atlanta; from May 1998 until
November 1999, Chairman, Chief Executive Officer, President,
and Director of American Business Products, Inc., Atlanta,
Georgia; from March 30, 1998 until May 8, 1998, Chief
Executive Officer and President of American Business
Products, Inc.; from January 1, 1998, until March 30, 1998,
Chairman and Director of Beers Construction Company,
Atlanta, Georgia; prior to January 1, 1998, Chairman and
Chief Executive Officer and Director of Beers Construction
Company. Director of SunTrust Bank, Atlanta, and Rock Tenn
Company. Director of ALLTEL since 1994. Chairman of
Compensation Committee and member of Nominating Committee.
Age 43.
[PHOTO]
Emon A. Mahony, Jr., Chairman of the Board of Arkansas
Oklahoma Gas Corporation, Fort Smith, Arkansas; Vice
President, Secretary, and Director of Mahony Corporation;
Partner in EAM LLC; prior to July 1996, President of
Arkansas Oklahoma Gas Corporation. Director of ALLTEL since
1980. Chairman of Pension Trust Investment Committee and
member of Executive Committee. Age 58.
[PHOTO]
Ronald Townsend, Communications Consultant, Jacksonville,
Florida; prior to October 1, 1996, President of Gannett
Television Group, Gannett Co., Inc., Arlington, Virginia.
Director of Bank of America Corporation. Director of ALLTEL
since 1992. Chairman of Nominating Committee and member of
Pension Trust Investment Committee. Age 58.
[PHOTO]
3
<PAGE>
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NOMINEES -- TERM ENDING 2002
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John R. Belk, President of Finance, Systems & Operations of
Belk, Inc., Charlotte, North Carolina (a department store
retailer) since May 4, 1998; President and Chief Operating
Officer of Belk Stores Services, Inc. since March 1997;
prior to February 24, 1997, Senior Vice President of Belk
Stores Services, Inc. Director of Ruddick Corporation.
Director of ALLTEL since 1996. Member of Compensation and
Audit Committees. Age 41.
[PHOTO]
Charles H. Goodman, Vice President of Henry Crown and
Company (a diversified investment company). Director of
General Dynamics Corporation. Director of ALLTEL since 1998.
Member of Audit and Pension Trust Investment Committees. Age
66.
[PHOTO]
W. W. Johnson, Chairman of the Executive Committee and
Director of Bank of America Corporation, Charlotte, North
Carolina (a bank holding company). Director of The Liberty
Corporation. Director of ALLTEL since 1990. Member of
Compensation and Executive Committees. Age 69.
[PHOTO]
Frank E. Reed, Non-management Chairman of the Board of
Directors of 360(degrees) Communications Company from March
1996 until July 1, 1998; former President and Chief
Executive Officer of Philadelphia National Bank. Director of
Harleysville Group, Inc. Director of ALLTEL since 1998.
Member of Audit and Pension Trust Investment Committees. Age
64.
[PHOTO]
William H. Zimmer, Retired; prior to July 1, 1995, Vice
Chairman and Director of Cincinnati Financial Corporation,
Cincinnati, Ohio (an insurance holding company). Director of
ALLTEL since 1985. Chairman of Audit Committee and member of
Executive Committee. Age 70.
[PHOTO]
During 1999, there were twelve meetings of ALLTEL's Board of Directors. All
of the directors attended 75% or more of the meetings of the Board and Board
Committees on which they served. The standing Committees of the Board are the
Executive Committee, Audit Committee, Compensation and Incentive Stock
4
<PAGE>
Option Committee, Pension Trust Investment Committee, and Nominating
Committee. The functions of the Audit, Compensation, and Nominating Committees
are described below.
The Audit Committee held three meetings during 1999. This Committee meets
with ALLTEL's independent public accountants, internal auditors, financial
executives, and general counsel; reviews the scope and results of audits by
the internal auditors and the independent public accountants; recommends
nomination of independent public accountants to the Board; reviews procedures
for internal auditing; reviews management responses to audit reports; reviews
the implementation of ALLTEL's compliance program; and reviews various other
matters, including the adequacy of internal controls and security, application
of new accounting rules, reporting of risks and contingencies, and other
issues that may from time to time be of concern to the Committee or to the
members of the Board.
The Compensation Committee held five meetings during 1999, at which it
reviewed and made recommendations to the Board with respect to fixing
compensation of and benefits for ALLTEL's principal officers. Members of the
Compensation Committee serve as members of the Incentive Stock Option
Committee, which met five times during the year.
The Nominating Committee held two meetings during 1999. The Nominating
Committee is responsible for making recommendations to the Board of Directors
concerning the size and composition of the Board and the selection of
candidates as nominees for election as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth below is certain information, as of February 28, 2000, with
respect to any person known to ALLTEL to be the beneficial owner of more than
5% of any class of ALLTEL's voting securities, all of which are shares of
Common Stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
Title of Class of Beneficial Owner of Beneficial Ownership Class
- -------------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
Common Stock FMR Corp. 17,597,944 shares (sole 5.60
82 Devonshire Street investment power)
Boston, MA 02109
Common Stock Stephens Group, Inc. 16,300,144 shares (sole 5.18
111 Center Street voting and investment
Little Rock, AR 72201 power)
</TABLE>
5
<PAGE>
Set forth below is certain information, as of February 28, 2000, as to shares
of each class of ALLTEL equity securities beneficially owned by each of the
directors, each of the executive officers identified in the Summary
Compensation Table on page 11, and by all directors and executive officers of
ALLTEL as a group. Except as otherwise indicated by footnote, all shares
reported below are shares of Common Stock, and the nature of the beneficial
ownership is sole voting and investment power:
<TABLE>
<CAPTION>
Name of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Ownership (if 1% or more)
---------------------------- ----------------------- ----------------
<S> <C> <C> <C>
Directors John R. Belk 27,136(a) --
Lawrence L. Gellerstedt, III 36,905(a) --
Charles H. Goodman 6,215,641(b)(c) 1.98
W. W. Johnson 41,997(a) --
Emon A. Mahony, Jr. 83,694(d)(e) --
John P. McConnell 29,930(d) --
Josie C. Natori 27,468(a) --
Frank E. Reed 34,500(a) --
Fred W. Smith 48,258(a) --
Ronald Townsend 18,103(a) --
William H. Zimmer 34,824(a) --
Named Joe T. Ford 1,022,801(f) --
Executive Dennis E. Foster 211,431(f) --
Officers Scott T. Ford 161,803(f) --
Kevin L. Beebe 170,144(f) --
Michael T. Flynn 83,955(f) --
All
Directors
and Execu-
tive
Officers
as a Group 8,713,897(g) 2.77
</TABLE>
- ----------------
(a) Includes shares that the indicated persons have the right to acquire
(through the exercise of options) on or within 60 days after February 28,
2000, as follows: John R. Belk (25,500); Lawrence L. Gellerstedt, III
(28,725); W.W. Johnson (41,567); Josie C. Natori (27,038); Frank E. Reed
(22,160); Fred W. Smith (10,000); Ronald Townsend (17,500); and William H.
Zimmer (10,000).
(b) The nature of the beneficial ownership is shared voting and investment
power with respect to all of these shares. Mr. Goodman disclaims
beneficial ownership of all these shares, except 10,430 shares owned by
him and his pro rata share of 1,012,401 shares owned by partnerships in
which he is a partner.
(c) Includes 15,500 shares that Mr. Goodman has the right to acquire (through
the exercise of options) on or within 60 days after February 28, 2000
(d) Includes 27,500 shares that each of the indicated persons has the right to
acquire (through the exercise of options) on or within 60 days after
February 28, 2000.
(e) Includes 2,564 shares held by Mr. Mahony's spouse, with respect to which
Mr. Mahony has shared investment power and no voting power.
(f) Includes shares that the indicated persons have the right to acquire
(through the exercise of options) on or within 60 days after February 28,
2000, as follows: Joe T. Ford (381,110); Dennis E. Foster (162,480); Scott
T. Ford (115,000); Kevin L. Beebe (162,871); and Michael T. Flynn
(78,580).
(g) Includes a total of 1,534,480 shares that members of the group have the
right to acquire (through the exercise of options) on or within 60 days
after February 28, 2000.
6
<PAGE>
COMPARATIVE STOCKHOLDER RETURN
Set forth below is a line graph showing a five-year comparison of cumulative
total stockholder return on Common Stock; the Standard & Poor's 500 Stock
Index; and an index of a group of peer issuers consisting of the following
companies: American Management Systems, Inc., AT&T Corp., Bell Atlantic
Corporation, BellSouth Corporation, CenturyTel, Inc., Cincinnati Bell Inc.,
Electronic Data Systems Corporation, GTE Corporation, SBC Communications Inc.,
Sprint FON Group, and U S West, Inc. (the "Peer Index"). Ameritech Corporation
and Frontier Corporation, which were formerly included in the Peer Index, have
been removed as a result of their mergers with SBC Communications Inc. and
Global Crossing Ltd., respectively, and have been replaced with American
Management Systems, Inc. and CenturyTel, Inc. Sprint Corporation, which also
was formerly included in the Peer Index, has been removed because its stock is
no longer traded on a public market and has been replaced by Sprint FON Group.
The returns of the group of peer issuers have been weighted according to their
respective stock market capitalizations at the beginning of each period for
which returns are indicated.
[GRAPH]
Comparison of Five-Year Cumulative Total Return*
- ------------------------------------------------------------------------------
ALLTEL S&P 500 CUSTOM PEER
GROUP
- ------------------------------------------------------------------------------
Dec-94 $100.00 $100.00 $100.00
Dec-95 101.44 137.59 145.52
Dec-96 111.61 169.18 141.49
Dec-97 150.89 225.65 195.59
Dec-98 225.64 290.12 273.75
Dec-99 317.39 351.05 294.50
- ------------------------------------------------------------------------------
* Assumes that $100 was invested on the last trading day of 1994 and that all
dividends were reinvested.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
This report provides information concerning determinations by the
Compensation Committee (the "Committee") of ALLTEL's Board of Directors for
compensation reported for 1999 with respect to ALLTEL's Chief Executive
Officer and other executive officers, including the officers named in the
compensation table in this Proxy Statement. The Committee is comprised
entirely of independent, nonemployee directors, none of whom has any
"interlocking" relationships as defined for proxy statement disclosure
purposes.
The Committee reviewed compensation information from a group of 21
telecommunications and information services companies that compete in ALLTEL's
principal lines of business. Regression analysis was performed on that data to
mitigate the impact of company size on compensation levels for the comparison
group. This comparison group is not identical to the group of peer issuers
identified in the Comparison of Five-Year Cumulative Total Return graph on
page 7.
Base Salaries
The Committee reviews the base salaries of ALLTEL's executive officers
annually and positions each officer's compensation by considering that
officer's base salary relative to the mean of the comparison group and
individual performance during the prior year (without assigning a precise
weighting to the foregoing components). Overall, base salaries increased 3%;
however the mean base salary for the officer group was approximately 2.9%
below the corresponding mean base salary of the comparison group.
Mr. Joe T. Ford's salary, which was not increased in the three previous
years, was raised for 1999. The Committee evaluated Mr. Ford's base salary on
the basis of Mr. Ford's performance in 1998 (by reference to ALLTEL's "total
return" to ALLTEL stockholders during 1998 of 45%) and a comparison of Mr.
Ford's 1998 base salary to the mean salary of chief executive officers in the
comparison group (without assigning a precise weighting to the foregoing
components). Mr. Ford's 1999 salary was 8.7% below the 50th percentile of the
comparison group.
Annual Incentives
ALLTEL's Performance Incentive Compensation Plan (the "Incentive Plan")
provides ALLTEL's executive officers with the opportunity to receive annual
cash incentive payments (calculated as a percentage of each executive
officer's base salary). The Incentive Plan is based exclusively on the
achievement of an earnings per share objective from current businesses
established by the Committee at the beginning of the year. The Committee
establishes the criteria at three levels, "minimum", "target", and "maximum"
and a corresponding percentage of base salary for each executive officer. For
1999, the target primary earnings per share objective from current businesses
was $2.58. The Committee positions each officer's total direct compensation
(base salary plus Incentive Plan payment) at target by considering that
officer's total direct compensation relative to the 60th percentile of total
direct compensation of corresponding officers of the comparison group.
As reflected in the Summary Compensation Table, Mr. Joe T. Ford received a
$1,012,500 cash incentive payment under the Incentive Plan for 1999, which
reflects ALLTEL's achievement of the financial performance criteria at the
maximum level.
Long-Term Incentives
ALLTEL's long term incentives for executive officers include payments under
the Long-Term Performance Incentive Compensation Plan (the "Long-Term
Incentive Plan") and stock option grants. The Long-Term Incentive Plan
provides ALLTEL's executive officers with the opportunity to receive cash
incentive payments based on a three-year measurement period (calculated as a
percentage of each executive officer's average annual salary during that
three-year period). The Long-Term Incentive Plan is based exclusively on the
achievement of
8
<PAGE>
either the "minimum", "target", or "maximum" earnings per share from current
businesses objective during that period. The Committee believes this plan
design focuses ALLTEL's executive officers on ALLTEL's long-term financial
success.
The Committee sets each officer's target payments under the Long-Term
Incentive Plan by considering each officer's net total compensation (base
salary, Incentive Plan and Long-Term Incentive Plan payments, and stock option
grants) at target relative to the 60th percentile of net total compensation of
corresponding officers of the comparison group. With respect to cash incentive
payments received by ALLTEL's executive officers for the three-year
measurement period of 1997-1999, the target earnings per share objective from
current businesses (averaged over the three year measurement period)
established by the Committee was $2.16.
As reflected in the Summary Compensation Table, Mr. Joe T. Ford received a
$717,500 cash incentive payment under the Long-Term Incentive Plan for 1999
with respect to the three-year measurement period of 1997-1999, which reflects
ALLTEL's achievement of the financial performance criteria at the maximum
level.
ALLTEL's stock option plans allow ALLTEL's executive officers to receive
options to purchase shares of Common Stock at the market price on the date of
grant. The Committee believes that stock option grants encourage and reward
effective management and assist in the retention of valued executive officers.
The Committee determined the number of options granted to each officer on the
basis of the Committee's subjective judgment of the value of that officer's
contribution to ALLTEL's long-term growth. As reflected in the Option and SAR
Grants in 1999 table on page 12, Mr. Joe T. Ford received 125,000 options in
1999.
Deductibility Limits
Section 162(m) of the Internal Revenue Code generally does not allow a
deduction for annual compensation in excess of $1,000,000 paid to ALLTEL's
Chief Executive Officer or to any other ALLTEL officer or executive whose
individual compensation during the year would be required to be disclosed in
ALLTEL's annual proxy statement by reason of being among ALLTEL's four highest
compensated officers for the year (other than the Chief Executive Officer).
This limitation on deductibility does not apply to certain compensation,
including compensation that is payable solely on account of the attainment of
one or more performance goals. The Committee's policy is generally to preserve
the federal income tax deductibility of compensation and to qualify eligible
compensation for the performance-based exception in order for compensation not
to be subject to the limitation on deductibility imposed by Section 162(m) of
the Internal Revenue Code; the Committee may, however, approve compensation
that may not be deductible if the Committee determines that the compensation
is in the best interests of ALLTEL.
The Compensation Committee
Lawrence L. Gellerstedt, III, Chairman
John R. Belk
W. W. Johnson
John P. McConnell
9
<PAGE>
MANAGEMENT COMPENSATION
Compensation of Directors
Directors who are not officers of ALLTEL receive $40,000 as an annual base
fee and $1,500 for each Committee meeting attended. Directors may elect to
defer all or a part of their cash compensation under ALLTEL's deferred
compensation plan for directors.
Under the 1999 Nonemployee Directors Stock Compensation Plan, a portion of
each nonemployee director's annual base fee is paid in restricted shares of
Common Stock that are subject to forfeiture if the nonemployee director ceases
to be a director prior to the first day of the following year other than by
reason of death, disability, or retirement. The number of restricted shares of
Common Stock issued to each nonemployee director is determined by dividing the
market price of a share of Common Stock on the first business day of the year
into the portion of the annual retainer that is to be paid in restricted
shares. In 1999, 37.5% ($15,000) of the annual retainer was paid by the
issuance of 242 restricted shares of Common Stock to each non-employee
director. In 2000, 37.5% ($15,000) of the annual retainer was again paid in
restricted shares, although the number of shares issued was 188. The Board of
Directors may change the portion of the annual base fee payable in restricted
shares of Common Stock, at least six months prior to the beginning of any
year, and any nonemployee director may elect, at least six months prior to the
beginning of any year, to receive restricted shares of Common Stock for a
higher portion of the annual base fee than the portion fixed by the Board.
Unless terminated earlier by the Board of Directors, the plan will continue
until the 500,000 shares of Common Stock available under the plan have been
issued and vested.
Under the 1994 Stock Option Plan for Nonemployee Directors, as amended (the
"Directors Plan" ), each nonemployee director automatically receives the
initial grant of an option to purchase 10,000 shares of Common Stock on the
date he or she first becomes a nonemployee director, at an exercise price
equal to the closing market price of the Common Stock on that date. The
Director Plan also provides for the automatic grant, following the conclusion
of each annual meeting of stockholders, of an option to purchase 6,500 shares
of Common Stock to each nonemployee director (other than a director who was
elected at an annual meeting).
The option price of options granted under the Directors Plan is the fair
market value of the Common Stock on the date the option is granted and is
payable in cash, already-owned Common Stock, or a combination of both. The
options vest and become exercisable on the day immediately preceding the next
annual meeting of stockholders following the date of grant or, if earlier, on
the death or disability of the holder or the occurrence of a "change of
control."
If a person ceases to be a nonemployee director, all vested options held by
the person continue to be exercisable for a period of six months or the
earlier expiration of the ten-year term of the option. Any options that have
not vested by the time the person ceases to be a nonemployee director may not
thereafter be exercised. The Director Plan will continue until the 1,000,000
shares of Common Stock available under the plan are issued, unless the plan is
earlier terminated by the Board of Directors.
10
<PAGE>
Compensation of Named Executive Officers
The following table shows the compensation, for each of the last three years,
of ALLTEL's Chief Executive Officer and of ALLTEL's other four most highly
compensated executive officers as of December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Awards Payouts
------ -------
Other Long-Term
Annual Securities Incentive All Other
Compen- Underlying Plan Compen-
Name Principal Position Year Salary ($) Bonus ($) sation ($) Options (#) Payouts ($) sation ($)
---- ------------------ ---- ---------- --------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe T. Ford Chairman and CEO 1999 750,000 1,012,500 -0- 125,000 717,500 131,783(a)
Chairman and CEO 1998 650,000 780,000 -0- -0- 438,750 3,192,114
Chairman and CEO 1997 650,000 715,000 -0- 525,000 390,000 1,481,930
Dennis E. Foster Vice Chairman 1999 650,000 2,780,000(b) -0- 100,000 562,500 1,843,272(c)
Vice Chairman 1998 300,000(d) 1,658,379 -0- -0- 270,000 1,505,525
Scott T. Ford President and COO 1999 600,000 720,000 -0- 100,000 427,500 79,699(e)
President and COO 1998 450,000 506,250 -0- -0- 200,375 106,667
President 1997 375,000 386,719 -0- 465,000 160,000 78,290
Kevin L. Beebe Group President-- 1999 450,000 1,938,750(f) -0- 250,000 300,000 150,599(e)
Communications
Group President-- 1998 175,000(d) 833,983 -0- -0- 131,250 87,430
Communications
Michael T. Flynn Group President-- 1999 380,000 370,500 -0- 40,000 252,500 48,950(e)
Communications
Group President-- 1998 350,000 303,750 -0- -0- 133,125 686,253
Communications
President--ALLTEL 1997 260,000 245,952 -0- 235,000 120,000 290,479
Communications
</TABLE>
- --------
(a) Includes the following amounts: employer contributions to the ALLTEL Profit
Sharing Plan and ALLTEL Thrift Plan in the amount of $9,600; allocated
benefits under the ALLTEL Benefit Restoration Plan in the amount of
$108,317; and dollar amount of premiums paid under supplemental split
dollar life insurance policies in the amount of $13,866.
(b) Includes an additional bonus of $2,000,000 in accordance with Mr. Foster's
Employment Agreement.
(c) Includes the following amounts: employer contributions to the ALLTEL Profit
Sharing Plan and ALLTEL Thrift Plan in the amount of $9,600; allocated
benefits under the ALLTEL Benefit Restoration Plan in the amount of
$204,998; excise tax reimbursement of $989,110 paid in accordance with Mr.
Foster's Employment Agreement; $619,823 in non-cash credits allocated to a
supplemental retirement arrangement in accordance with Mr. Foster's
Employment Agreement; "above market" earnings on Mr. Foster's 360(degrees)
Supplemental Retirement Account in the amount of $14,310; and "above
market" earnings on deferred compensation in the amount of $5,431.
(d) Includes only amounts payable on or after July 1, 1998, the date Messrs.
Foster and Beebe became executive officers of ALLTEL.
(e) Includes the following amounts for Messrs. Scott T. Ford, Beebe, and Flynn:
allocated benefits under the ALLTEL Benefit Restoration Plan in the
respective amounts of $68,486, $135,107, and $39,350; employer
contributions under the ALLTEL Profit Sharing Plan and ALLTEL Thrift Plan
in the amount of $9,600 in each case; and "above-market" earnings on
deferred compensation in the respective amounts of $1,613, $5,892, and $-0-
(payment of which is deferred until the deferred compensation is paid).
(f) Includes an additional bonus in the amount of $1,500,000.
11
<PAGE>
OPTION AND SAR GRANTS IN 1999
The following table shows information concerning stock option grants during
1999 to ALLTEL's Chief Executive Officer and to ALLTEL's other four most
highly compensated executive officers:
<TABLE>
<CAPTION>
Potential
Individual Grants Realizable Value at
----------------- Assumed Annual
Number % of Rates of Stock Price
of Total Appreciation for Option Term
Securities Options ----------------------------
Underlying Granted 5% 10%
Options to Exercise -- ---
Granted Employees or Base Price Expiration Stock Dollar Stock Dollar
Name (#) in 1999 ($/Sh) Date Price ($) Gains ($) Price ($) Gains ($)
- ---- ---------- --------- ------------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe T. Ford 125,000 3.6 65.0625 1/27/09 105.98 5,114,682 168.76 12,961,609
Scott T. Ford 100,000 2.9 65.0625 1/27/09 105.98 4,091,746 168.76 10,369,288
Dennis E. Foster 100,000 2.9 65.0625 1/27/09 105.98 4,091,746 168.76 10,369,288
Kevin L. Beebe 250,000 7.3 65.0625 1/27/09 105.98 10,229,364 168.76 25,923,217
Michael T. Flynn 40,000 1.1 65.0625 1/27/09 105.98 1,636,698 168.76 4,147,715
Dollar Gains of All
ALLTEL Stockholders* $12,858,609,856 $32,586,217,290
</TABLE>
- ----------------
* Total dollar gains are based on the indicated assumed annual rates of
appreciation in the option exercise price, calculated on the 314,256,977
shares of Common Stock outstanding as of December 31, 1999.
OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
The following table shows information concerning stock option exercises
during 1999 by ALLTEL's Chief Executive Officer and by ALLTEL's other four
most highly compensated executive officers:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Acquired Options at 1999 Year-End Options at 1999 Year-End
Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable ($)
- ---- --------------- ------------------ ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Joe T. Ford 7,110 413,269 380,890/652,000 22,432,451/27,802,438
Dennis E. Foster 77,984 3,472,366 95,842/224,579 4,956,101/ 8,199,130
Scott T. Ford -0- -0- 68,000/567,000 3,473,000/24,451,063
Kevin L. Beebe 708 37,777 91,948/305,093 4,726,787/ 7,262,411
Michael T. Flynn 16,420 801,102 59,580/269,000 3,213,349/11,815,438
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS IN 1999
The following table shows information concerning the awards made during 1999
with respect to the three-year measurement period 1999 through 2001 to
ALLTEL's Chief Executive Officer and to ALLTEL's other four most highly
compensated executive officers under the ALLTEL Long-Term Performance
Incentive Plan (other than Dennis E. Foster, who will not be entitled to any
award with respect to the three-year measurement period 1999 through 2001):
12
<PAGE>
<TABLE>
<CAPTION>
Estimated Future Payouts*
Performance Period ---------------------------------------
Name Until Payout Minimum ($) Target ($) Maximum ($)
- ---- ------------------ ----------- ---------- -----------
<S> <C> <C> <C> <C>
Joe T. Ford 3 years 337,500 675,000 1,012,500
Scott T. Ford 3 years 210,000 420,000 630,000
Kevin L. Beebe 3 years 123,750 247,500 371,250
Michael T. Flynn 3 years 104,500 209,000 313,500
</TABLE>
- ----------------
* Awards will be paid upon completion of the 2001 year on the basis of
ALLTEL's performance during the three year period 1999-2001 as determined by
ALLTEL's attainment of prescribed corporate and unit performance targets. The
Compensation Committee of the Board of Directors specified those corporate and
unit performance targets and the award levels for the indicated executive
officers (which are stated as a percentage of each executive officer's average
base salary during the 1999-2001 period). The estimated future payouts shown
above assume that each executive officer's average base salary during the
1999-2001 period would be the same as his base salary during 1999.
Executive Compensation Agreement with Mr. Joe T. Ford
Mr. Joe T. Ford is employed for a period extending to July 1, 2002, under a
contract with ALLTEL that provides for a minimum base annual salary plus any
incentive awards made under the Incentive Plan and the Long-Term Incentive
Plan (the "Incentive Plans"). If the Board of Directors discontinues either or
both of the Incentive Plans (or the application of either or both of them to
Mr. Ford) or should a change of control of ALLTEL occur, the contract provides
that Mr. Ford will receive, in the year in which such event occurs, an annual
salary equal to the greater of his minimum base annual salary plus the average
incentive awards made under the Incentive Plans over the preceding three years
or his 1991 base annual salary compounded at an annual rate of 3% from January
1, 1991, to the beginning of the year in which such event occurs; thereafter
Mr. Ford will receive an annual salary equal to the compensation paid during
the preceding year, compounded by minimum annual increases of 3%. The contract
provides for payment of disability benefits in amounts unaffected by that
disability through the end of the calendar year following the calendar year in
which the disability occurs and of a death benefit in the amount equal to Mr.
Ford's compensation for one year.
Assuming compensation at the 1999 level and retirement at the expiration of
the contract period, the estimated annual benefit to be received by Mr. Ford
is $1,554,132. The contract also provides that Mr. Ford may retire any time
prior to the expiration of the contract period. If Mr. Ford were to elect
early retirement, he would be entitled to retirement benefits under his
contract reduced in accordance with a formula. The contract provides that
those retirement benefits are in lieu of payments under ALLTEL's defined
benefit pension plan described below. The contract provides for payment of
survivorship benefits to Mr. Ford's wife, who would receive for her life 50%
of the annual retirement compensation to which Mr. Ford is entitled.
Employment Agreement with Mr. Dennis E. Foster
Mr. Foster is employed for a period extending to June 30, 2000, under a
contract with ALLTEL that became effective as of August 1, 1998. The contract
replaced Mr. Foster's employment agreement with 360(degrees) Communications
Company ("360(degrees)"), which became a wholly-owned subsidiary of ALLTEL on
July 1, 1998.
Under the contract, Mr. Foster receives an annual base salary of at least
$600,000 per year, a target annual incentive opportunity of not less than 75%
of his annual base salary, and the opportunity to earn a long-term incentive
award under the Long-Term Incentive Plan for the three year measurement
periods 1996 through 1998 and 1997 through 1999, respectively, with a target
incentive opportunity of not less than 60% of his average year-end base
salary. Mr. Foster received a bonus in the amount of $1,000,000 on August 31,
1998 and an additional bonus in the amount of $2,000,000 on August 1, 1999.
The contract also requires ALLTEL to provide Mr. Foster with supplemental
retirement benefits in the form of a non-qualified defined contribution
arrangement under which employer contribution credits for calendar years
ending prior to January 1, 2000, are allocated to a supplemental retirement
account. The amount of annual credits is based on an actuarially computed
value to provide an annual replacement ratio of 40% of Mr. Foster's final
compensation (annual base salary and annual target incentive) for his expected
life beginning at age 65, offset
13
<PAGE>
by the age 65 pension benefits provided by certain former employers. The
actuarial calculation is leveled so that future contribution credits equate to
a relatively level percentage of compensation. If Mr. Foster remains employed
through June 30, 2000, he will receive an additional credit to his
supplemental retirement account of $5,000,000, less the total of other credits
occurring after June 30, 1998. The supplemental retirement benefit
attributable to credits occurring prior to July 1, 1998, is fully vested. The
supplemental retirement benefit attributable to credits occurring after June
30, 1998, fully vests at the earliest of Mr. Foster's termination of
employment on June 30, 2000, or his death, disability, involuntary termination
without cause, or voluntary termination for good reason during the term of the
contract. Vested benefits are distributable in installments following
termination of employment unless Mr. Foster elects an alternative form of
distribution, which may include a lump sum. The supplemental retirement
benefits are backed by a rabbi trust to which contributions are to be made at
the time supplemental retirement credits to the account occur.
If Mr. Foster remains employed until June 30, 2000, or his employment is
terminated earlier due to death, disability, involuntary termination without
cause, or voluntary termination for good reason, both he and his spouse will
receive post-retirement medical insurance benefits at the same cost and
coverage levels as then provided to senior executives of ALLTEL who are
actively employed (with a carve-out for Medicare benefits). This commitment is
subject to change or termination to the same extent the active employees' plan
is changed or terminated.
Mr. Foster is eligible for reimbursement of any excise tax under Section
4999 of the Internal Revenue Code in respect of the "change in control" of
360(degrees) associated with 360(degrees) becoming a wholly-owned subsidiary
of ALLTEL (and for any excise, income, or employment tax resulting from that
reimbursement, successively, so as to offset the Internal Revenue Code Section
4999 excise tax) imposed on payments to Mr. Foster from 360(degrees) or
ALLTEL.
Following the termination of Mr. Foster's employment for any reason, Mr.
Foster will be subject to provisions regarding nondisclosure of confidential
and proprietary information, noninterference, and a five-year non-competition
covenant. If Mr. Foster remains employed until June 30, 2000, or, at ALLTEL's
option, if Mr. Foster's employment is terminated prior to June 30, 2000, by
ALLTEL other than for cause, or by Mr. Foster, Mr. Foster is required to
provide consulting services to ALLTEL as an independent contractor for a one-
year term, for which Mr. Foster is to be paid $2,000,000 at the beginning of
the consulting term.
Supplemental Retirement Benefit Agreement with Mr. Michael T. Flynn
ALLTEL is a party to an agreement with Mr. Flynn that provides for the
following: Upon termination of employment for any reason other than death, Mr.
Flynn is entitled to receive monthly retirement benefits in the form of a life
annuity with a minimum of 120 monthly payments (although certain optional
forms of payment are available). Benefit payments commence at the later of
employment termination or attainment of age 55. If the benefit commences on or
after attainment of age 60, the monthly payment is $7,344.67. If the benefit
commences prior to age 60, the payments are reduced by .5% for each month by
which the commencement date precedes Mr. Flynn's 60th birthday. Certain
benefits are payable to his surviving spouse if Mr. Flynn dies before payments
commence. Benefits are reduced by certain benefits paid under other
nonqualified benefit plans. If Mr. Flynn becomes employed by a competitor of
ALLTEL within three years following his termination of employment, benefits
are not payable after he becomes employed by the competitor.
ALLTEL is required to provide Mr. Flynn with a non-qualified defined
contribution arrangement under which he received a one-time employer
contribution credit in 1995 of $13,953 to a supplemental benefit account. The
supplemental benefit account is credited with earnings and losses in the same
manner as an account under the ALLTEL Corporation Profit-Sharing Plan. The
supplemental benefit account is payable following his termination of
employment.
14
<PAGE>
If Mr. Flynn terminates employment prior to the time he is eligible for an
unreduced early retirement benefit under the ALLTEL Corporation Pension Plan,
he will receive a non-qualified subsidized early retirement benefit from
ALLTEL determined as if he had an additional twenty-four years of vesting
service. If Mr. Flynn dies before benefit payments commence, a benefit is
payable to his surviving spouse.
Change in Control Agreements
ALLTEL is a party to agreements with each of Messrs. Scott T. Ford, Beebe,
and Flynn, which provide that if, following a "change in control," the
executive's employment terminates within twelve months (unless the termination
is as a result of death, by ALLTEL as a result of the executive's disability
or for "cause", or by the executive without "good reason") or if, after
remaining employed for twelve months, the executive's employment terminates
during the following three-month period (unless the termination is a result of
death or is by ALLTEL as a result of the executive's disability) (each of the
foregoing events being referred to as a "Payment Trigger"), ALLTEL is required
to pay the executive an amount equal to three times the sum of his base salary
as in effect immediately prior to the change in control or Payment Trigger and
the maximum amounts he could have received under the Incentive Plans for the
period commencing coincident with or most recently prior to the period in
which the change in control or Payment Trigger occurs, but reduced by any
other cash severance paid to him. ALLTEL also is required to make an
additional payment to the executive in the amount of any excise tax under
Section 4999 of the Internal Revenue Code as a result of any payments or
distributions by ALLTEL plus the amount of all additional income tax payable
by him as a result of such additional payments. Payments under the agreements
are covered by ALLTEL's "grantor trust" described below.
Defined Benefit Pension Plan
ALLTEL maintains a trusteed, noncontributory, defined benefit pension plan
covering salaried and non-salaried employees under which benefits are not
determined primarily by final compensation (or average final compensation).
Under this pension plan, Messrs. Scott T. Ford, Beebe, and Flynn would have
each period of post-January 1, 1988, service credited at 1% of compensation,
plus .4% of that part of his compensation that exceeds the Social Security
Taxable Wage Base for such year. Service prior to 1988, if any, would be
credited on the basis of a percentage of his highest consecutive five-year
average annual base salary, equal to 1% for each year of service prior to 1982
and thereafter increasing by .05% each year until 1988, but only
prospectively, i.e., with respect to service earned in such succeeding year;
in addition, each of Messrs. Scott T. Ford, Beebe, and Flynn would receive an
additional credit of .25% for each pre-1988 year of service after age 55,
subject to a maximum of 10 years' such credit, and would have added to his
annual pension benefits an amount equal to .4% of the amount by which his pre-
1988 career average annual base salary (three highest years) exceeds his
Social Security covered compensation, multiplied by his years of pre-1988
credited service. Various benefit payment options are available on an
actuarially equivalent basis, including joint and survivor benefits.
Compensation included in the pension base includes cash awards under the
Incentive Plans.
Assuming annual increases in compensation in future years of 5% per year,
continuation in the position he held during 1999, and retirement at age 65,
the estimated annual benefit under the pension plan for each of Messrs. Scott
T. Ford, Beebe, and Flynn is $1,113,370, $772,316, and $265,175 respectively.
(Messrs. Joe T. Ford and Foster, the only other executives included in the
Summary Compensation Table on page 11, currently are not participants in and
are not entitled to benefits under the pension plan.) Amounts shown are
straight life annuity amounts and include amounts payable under the defined
benefit portion of the ALLTEL Benefit Restoration Plan.
Benefit Restoration Plan
Federal laws place certain limitations on pensions that may be paid under
federal income tax qualified plans. The ALLTEL Benefit Restoration Plan
provides for the payment to certain employees outside tax-qualified plans of
any amounts not payable under the tax-qualified plans by reason of limitations
specified in the Internal Revenue Code. Currently, under the ALLTEL Benefit
Restoration Plan, Messrs. Joe T. Ford, Scott T. Ford,
15
<PAGE>
Foster, Beebe, and Flynn are eligible for accruals with respect to benefits
not payable under ALLTEL's defined contribution plans, and Messrs. Scott T.
Ford, Beebe and Flynn are eligible for accruals with respect to benefits not
payable under ALLTEL's defined benefit pension plan. Amounts accrued, if any,
under the defined contribution portion of these plans in 1999 for each of
these executives are included in the Summary Compensation Table on page 11.
Supplemental Executive Retirement Plan
ALLTEL maintains a non-qualified supplemental executive retirement plan (the
"SERP") in which certain employees designated by the Board of Directors,
including Messrs. Scott T. Ford, Beebe, and Flynn participate. The SERP
provides with respect to Messrs. Scott T. Ford, Beebe, and Flynn that, upon
normal retirement at age 65 (or, if earlier, following a Payment Trigger that
occurs after the participant's early retirement date), the executive will
receive an annual benefit under the SERP, payable as a single life annuity,
equal to 60% of (A) if a Payment Trigger has not occurred, the greater of (i)
his total compensation for the calendar year preceding his retirement, or (ii)
his average annual total compensation for the three calendar years preceding
his retirement; or (B) if a Payment Trigger has occurred, the greater of (i)
the amount determined under (A) above (as if a Payment Trigger had not
occurred), or (ii) the sum of (a) his annual base salary in effect immediately
prior to the change in control (as defined in the change in control agreements
described above), the Payment Trigger, or his retirement date, whichever is
greatest, plus (b) the maximum amounts payable to him under specified
incentive compensation plans for the period coincident with or most recently
prior to the change in control, the Payment Trigger, or his retirement date,
whichever is greatest. The amount of the normal retirement benefit under the
SERP is not determined based on years of service.
Each of Messrs. Scott T. Ford, Beebe, and Flynn also is entitled to an early
retirement benefit under the SERP if he retires before becoming entitled to
the normal retirement benefit but after attaining the age of 60 with 15 or
more years of service or age 55 with 20 or more years of service or after a
Payment Trigger occurs (regardless of his years of service). The early
retirement benefit is calculated the same as the normal retirement benefit,
except that the percentage used in the calculation is 45% (increased ratably
for the number of years of his service after the early retirement date, up to
a maximum of 60%) rather than 60%.
If Messrs. Scott T. Ford, Beebe, or Flynn dies after benefits commence, his
surviving spouse will receive 50% of the amount that he was receiving prior to
his death. If he dies while employed, his surviving spouse will receive 50% of
the amount that he would have received if he had retired on the day before
death. Following retirement, each of Messrs. Scott T. Ford, Beebe, and Flynn
(and his spouse and dependents) also is entitled to receive post-retirement
medical benefits under the SERP together with reimbursement for any additional
taxes incurred as a result of the benefits being taxed less favorably than
they would have been if received by other retired employees. Payments to
Messrs. Scott T. Ford, Beebe, and Flynn under the SERP are covered by ALLTEL's
"grantor trust" described below.
The retirement benefits payable under the SERP are reduced by certain
benefits paid under other qualified and nonqualified benefit plans. The
benefits under the SERP are not subject to offset for Social Security.
Assuming annual increases in compensation in future years of 5% per year,
retirement at age 65, and based on estimates of the benefits that reduce the
retirement benefits payable under the SERP, the estimated normal retirement
benefit under the SERP payable for each of Messrs. Scott T. Ford, Beebe, and
Flynn is $271,724, $294,985, and $244,759, respectively.
Grantor Trust
ALLTEL maintains a "grantor trust" under Section 671 of the Internal Revenue
Code (the "Trust") to provide certain participants in designated compensation
and supplemental retirement plans and arrangements with greater assurance that
the benefits and payments to which those participants are entitled under those
plans and arrangements will be paid. Contributions by ALLTEL to the Trust are
discretionary. Prior to a "change of control" of ALLTEL (as defined in the
trust agreement for the Trust), benefits may not be paid from the Trust.
16
<PAGE>
Following a "change of control" of ALLTEL, benefits and payments may be paid
from the Trust to the extent those benefits and payments are not paid by
ALLTEL or its successor. The assets of the Trust are subject to the claims of
the creditors of ALLTEL in the event ALLTEL becomes "insolvent" (as defined in
the trust agreement for the Trust).
STOCKHOLDER PROPOSAL
- -------------------------------------------------------------------------------
Stockholders who intend to present proposals at the 2001 Annual Meeting, and
who wish to have those proposals included in ALLTEL's Proxy Statement for the
2001 Annual Meeting, must be certain that those proposals are received by the
Corporate Secretary at One Allied Drive, Little Rock, Arkansas 72202, prior to
November 8, 2000. Such proposals must meet the requirements set forth in the
rules and regulations of the SEC in order to be eligible for inclusion in the
Proxy Statement for ALLTEL's 2001 Annual Meeting.
- -------------------------------------------------------------------------------
Thomas O. Moloney, III, 10510 W. 131 Street, Overland Park, Kansas 66213,
the beneficial owner of 290 shares of Common Stock, has proposed the adoption
of the following resolution and has furnished the following statement of
support for his proposal:
"RESOLVED: That the shareholders hereby request the Board of Directors to
take steps necessary to assure that future stock splits of ALLTEL common stock
will require 2/3rds approval of all outstanding shares, and a pre-split price
of at least $1,000/share."
Statement of Support
"In recent years there have been many stock splits among the thousands of
companies publicly traded on the major stock exchanges. It is extremely
difficult to keep track of all of them. A stock split does NOT represent an
increase in the value of the company; merely a dilution in the value of the
individually traded shares. It also allows brokerages to charge more for a
trade, ie: the fees to trade 1000 shares valued at $50/share are often higher
than the fees to trade 500 shares at $100/share."
The foregoing is the verbatim submission of Mr. Moloney. All statements
therein are the sole responsibility of Mr. Moloney, and neither the management
of ALLTEL nor the Board of Directors have verified their accuracy.
Board of Directors' Statement In Opposition To The Proposal
The Board of Directors believes that preserving its independent discretion
to declare stock splits is in the best interests of ALLTEL and its
stockholders. Stock splits provide greater availability of shares for purchase
by increasing the total number of shares outstanding and thereby increasing
the liquidity and marketability of a public company's stock. Stock splits also
reduce the per share price of a publicly-traded stock and make it easier for
individual investors to purchase affordable quantities of that stock. The
board of directors of a public company generally has the discretion to adopt a
stock split without obtaining stockholder approval or achieving a mandatory
price per share because the board is in the best position to assess the timing
and advisability of adopting a stock split. No limits, no matter how well-
intentioned, should be imposed on the business judgment of ALLTEL's Board of
Directors in this regard.
For the reasons set forth above, the Board of Directors urges ALLTEL's
stockholders to reject this proposal. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"AGAINST" THE ADOPTION OF THE FOREGOING STOCKHOLDER PROPOSAL. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THE PROPOSAL UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.
17
<PAGE>
CERTAIN TRANSACTIONS
ALLTEL engaged Stephens Inc., an affiliate of Stephens Group, Inc., to
render investment banking and brokerage services to ALLTEL and its
subsidiaries during 1999, for which ALLTEL paid investigatory and facilitative
services totaling $2,862,608 to Stephens Inc. during the period January 1,
1999, through December 31, 1999. Stephens Group, Inc. beneficially owned, on
February 28, 2000, 16,300,144 shares of Common Stock (see page 5).
ALLTEL engaged Fidelity Management Trust Company, a subsidiary of FMR Corp.,
to render record keeping services in connection with the 360(degrees)
Communications Inc. Retirement Savings Plan during 1999, for which ALLTEL paid
administrative fees totaling $68,320 to Fidelity Management Trust during the
period January 1, 1999, through December 31, 1999. FMR Corp. beneficially
owned, on February 28, 2000, 17,597,944 shares of Common Stock (see page 5).
ALLTEL believes that the transactions set forth above were conducted on
terms that are no less favorable to ALLTEL than could have been obtained from
unaffiliated third parties.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires ALLTEL's
directors and executive officers, and persons who own more than ten percent of
ALLTEL's Common Stock, to file with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of that Common Stock. To ALLTEL's knowledge,
based solely upon a review of copies of reports provided by those individuals
to ALLTEL and written representations of those individuals that no other
reports were required with respect to the year ended December 31, 1999, ALLTEL
believes that all of the foregoing filing requirements applicable to its
directors, executive officers, and greater-than-ten percent beneficial owners
have been met, except that John Haley, who became Senior Vice President and
Chief Technology Officer of ALLTEL on January 28, 1999, did not file his
initial Form 3 Report until August 23, 1999 (during which period he made no
transactions in ALLTEL securities).
ANNUAL REPORT
The 1999 Annual Report, which includes financial statements and an outline
of ALLTEL's operations during 1999, accompanies this Proxy Statement. ALLTEL
will provide, without charge, to any person receiving a copy of this Proxy
Statement, upon written request, a copy of ALLTEL's 1999 Form 10-K report,
including the financial statements and the financial statement schedules
thereto, required to be filed with the SEC. Those requests should be addressed
to Vice President-Investor Relations, ALLTEL Corporate Services, Inc., One
Allied Drive, Little Rock, Arkansas 72202.
OTHER MATTERS
The management and the Board of Directors of ALLTEL do not know of any other
matters that may come before the meeting. If any other matters properly come
before the meeting, however, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their judgment
on those matters. Under ALLTEL's Bylaws, nominations for director may be made
only by the Board, or by an ALLTEL stockholder entitled to vote who has
delivered notice to ALLTEL not fewer than 90 days nor more than 120 days prior
to the first year anniversary of the immediately preceding year's annual
meeting. The Bylaws also provide that no business may be brought before an
annual meeting except as specified in the notice of the meeting or as
otherwise brought before the meeting by or at the direction of the Board or by
an ALLTEL stockholder
18
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entitled to vote who has delivered notice to ALLTEL (containing certain
information specified in the Bylaws) within the time limits described above
for delivering notice of a nomination for the election of a director. These
requirements apply to any matter that an ALLTEL stockholder wishes to raise at
an annual meeting other than in accordance with the procedures in SEC Rule
14a-8. A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Corporate Secretary, One Allied Drive, Little Rock,
Arkansas 72202.
ALLTEL will bear the cost of solicitation of proxies. In addition to the use
of the mail, proxies may be solicited by officers, directors, and employees of
ALLTEL, personally or by telephone or electronic means. In the event the
management of ALLTEL deems it advisable, ALLTEL may engage the services of an
independent proxy solicitation firm to aid in the solicitation of proxies. The
fees paid by ALLTEL, in the event of such an engagement, likely would not
exceed $20,000. ALLTEL will pay persons holding stock in their names or those
of their nominees for their expenses in sending soliciting material to their
principals in accordance with regulations of the SEC and The New York Stock
Exchange, Inc.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE, OR VOTE BY THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH
THE INSTRUCTIONS SET FORTH ON THE PROXY CARD.
Dated: March 6, 2000 By Order of the Board of
Directors,
FRANCIS X. FRANTZ,
Secretary
19
<PAGE>
Annual Meeting of Stockholders 2000 ANNUAL MEETING
Thursday, April 20, 2000 ADMISSION TICKET
11:00 a.m. local time
[LOGO OF ALLTEL] Arkansas' Excelsior Hotel
Ballroom Level
Three Statehouse Plaza
Little Rock, Arkansas
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<CAPTION>
Please present this ticket for admittance of stockholder(s) named above.
Admittance will be based upon availability of seating.
- -----------------------------------------------------------------------------------------------------------------------------
Instructions for Voting Your Proxy
ALLTEL Corporation is now offering stockholders of record three alternative ways
of voting your proxies:
<S> <C> <C>
. By Telephone (using a touch-tone telephone) . Through the Internet (using a browser) . By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had returned your proxy card. We encourage
you to use these cost effective and convenient ways of voting, 24 hours a day, 7
days a week.
- --------------------------
TELEPHONE VOTING Available only until 5:00 p.m. Eastern time on April 19, 2000
- --------------------------
. This method of voting is available for residents of the U.S. and Canada
. On a touch tone telephone, call TOLL FREE 1-877-260-0389 24 hours a day, 7 days a week
. You will be asked to enter ONLY the control number shown below
. Have your proxy card ready, then follow the simple instructions
. Your vote will be confirmed and cast as you directed
- --------------------------
INTERNET VOTING Available only until 5:00 p.m. Eastern time on April 19, 2000
- --------------------------
. Visit our Internet voting website at http://cybervote.georgeson.com
. Enter the Company Number AND Control Number shown below and follow the instructions on your screen
. You will incur only your usual Internet charges.
- --------------------------
VOTING BY MAIL
- --------------------------
. Simply mark, sign and date your proxy card and return it in the post-paid envelope
. If you are voting by telephone or the Internet, please do not mail your proxy card.
---------------------------- ----------------------------
COMPANY NUMBER CONTROL NUMBER
---------------------------- ----------------------------
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- -----------------------------------------------------------------------------------------------------------------------------
[X] Please mark
votes as in
this example.
This proxy, when properly executed, will be voted in the manner directed below. If no direction is made, this proxy will be voted
"FOR" Proposal 1 and "AGAINST" Proposal 2.
- --------------------------------------------------------------- -------------------------------------------------------------------
ALLTEL's Board of Directors recommends a vote "FOR" Proposal 1. ALLTEL's Board of Directors recommends a vote "AGAINST" Proposal 2.
- --------------------------------------------------------------- -------------------------------------------------------------------
1. Election of Directors (see reverse) 2. Stockholder Proposal-
For, except vote withheld from the following Stock Splits FOR AGAINST ABSTAIN
nominee(s): FOR WITHHOLD [ ] [ ] [ ]
[ ] [ ]
---------------------------------------
- --------------------------------------------------------------- -------------------------------------------------------------------
DATE: ,2000
-----------------------------------
---------------------------------------------
---------------------------------------------
SIGNATURE(S)
IMPORTANT: Please sign exactly as your name(s) appear(s)
hereon. If you are acting as attorney-in-fact, corporate
officer or in a fiduciary capacity, please indicate the
capacity in which you are signing.
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<PAGE>
ALLTEL CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on April 20, 2000
The undersigned hereby appoints Joe T. Ford and Francis X. Frantz, or
P either of them, with full power of substitution, as proxies to vote all of
R the undersigned's shares of voting stock at the Annual Meeting of
O Stockholders on April 20, 2000, and at any and all adjournments thereof,
X in accordance with and as more fully described in the Notice of Annual
Y Meeting and the Proxy Statement, receipt of which is acknowledged.
Election of Directors, Nominees:
Joe T. Ford, Dennis E. Foster, John P. McConnell, Fred W. Smith,
Josie C. Natori
You are encouraged to specify your choices by marking the appropriate
boxes on the reverse side, but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations.
