SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 16, 1998
- - --------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
360 COMMUNICATIONS COMPANY
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-14108 47-0649117
- - ----------------------- ------------------- ---------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
8725 W. Higgins Road, Chicago, Illinois 60631
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(773) 399-2500
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On March 16, 1998, 360 Communications Company, a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with ALLTEL Corporation, a Delaware corporation ("ALLTEL"), and
Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of ALLTEL ("Merger Sub"), pursuant to which Merger Sub will merge with and into
the Company (the "Merger"). As a result of the Merger, (a) each outstanding
share of the Company's common stock, $0.01 par value (other than shares owned by
ALLTEL or Merger Sub or held by the Company), will be converted into the right
to receive .74 shares of the of the common stock, par value $.01 per share, of
ALLTEL and (b) the Company will become a wholly owned subsidiary of ALLTEL.
Consummation of the Merger is subject to certain conditions, including
the approval of the Merger by the respective shareowners of the Company and
ALLTEL and the receipt of required regulatory approvals, including the approval
of the Federal Communications Commission and the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The Merger Agreement may be terminated under certain circumstances
relating to a third party offer to acquire the Company, in which event the
Company will be obligated to pay to ALLTEL a termination fee of $100 million
(the "Termination Fee").
Concurrently with the execution of the Merger Agreement, the Company
and ALLTEL entered into a Stock Option Agreement (the "Stock Option Agreement")
whereby the Company granted to ALLTEL an option (the "Option") to purchase up to
19.9% of the number of shares of the Company's common stock, $0.01 par value,
issued and outstanding immediately prior to the grant of the Option at an
exercise price of $33.90 per share (subject to adjustment in certain
circumstances). The Option is exercisable by ALLTEL only in the event that
ALLTEL becomes entitled to receive the Termination Fee. Concurrently with any
exercise of the Option, the Company has the option to repurchase from ALLTEL, at
a price of $35.90 per share, any shares issued upon the exercise of the Option.
The foregoing descriptions of the Merger Agreement and the Stock Option
Agreement, and the transactions contemplated thereby, do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Stock Option Agreement, copies of which are attached as
exhibits hereto. A press release issued by the Company and ALLTEL on March 16,
1998 announcing the execution of the Merger Agreement is also attached as an
exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of March 16, 1998 among
ALLTEL Corporation, Pinnacle Merger Sub, Inc. and 360
Communications Company. (To be filed by an amendment to this
report.)
2.2 Stock Option Agreement dated as of March 16, 1998 between
ALLTEL Corporation and 360 Communications Company. (To be
filed by an amendment to this report.)
4.9 First Amendment to Rights Agreement dated as of March 16, 1998
to Rights Agreement dated as of March 5, 1996 between 360
Communications Company and The Chase Manhattan Bank, as
successor in interest to Chemical Bank, as Rights Agent. (To
be filed by an amendment to this report.)
99.1 Press Release issued by 360 Communications Company and ALLTEL
Corporation on March 16, 1998 announcing the execution of the
Agreement and Plan of Merger.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
360 COMMUNICATIONS COMPANY
By: /S/ Michael J. Small
Michael J. Small
Executive Vice President and
Chief Financial Officer
Date: March 16, 1998
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibits
--------- -------------------------
2.1 Agreement and Plan of Merger dated as of March 15, 1998 among
ALLTEL Corporation, Merger Sub, Inc. and 360 Communications
Company. (To be filed by an amendment to this report.)
2.2 Stock Option Agreement dated as of March 15, 1998 between ALLTEL
Corporation and 360 Communications Company. (To be filed by an
amendment to this report.)
4.9 First Amendment to Rights Agreement dated as of March 16, 1998
to Rights Agreement dated as of March 5, 1996 between 360
Communications Company and The Chase Manhattan Bank, as
successor in interest to Chemical Bank, as Rights Agent. (To be
filed by an amendment to this report.)
99.1 Press Release issued by 360 Communications Company and ALLTEL
Corporation on March 16, 1998 announcing the execution of the
Agreement and Plan of Merger.
For more information contact: For more information contact:
ALLTEL 360 Communications Company
Shawne S. Leach (501) 905-8991 Linda Wait (773) 399-2284
Vice President-Investor Relations Director-Investor Relations
George S. Smith (501) 905-8117 Sal Cinquegrani (773) 399-2783
Vice President-Media Services Vice President-Corporate Communications
Margaret Kirch Cohen (773) 399-2385
Director-Corporate Communications
Release date: March 16, 1998
ALLTEL, 360 WILL MERGE
IN MORE THAN $6 BILLION TRANSACTION
FOR IMMEDIATE RELEASE
NEW YORK - ALLTEL Corporation and 360 Communications Company today
announced they will merge in a transaction valued at more than $6 billion. The
combined companies will create a dominant, full-service communications provider
primarily located in the Southeast and Midwest and will be one of the largest
wireless carriers in the nation.
"The merger of ALLTEL and 360 creates a new, formidable competitor
ideally positioned as one of the leading growth companies in the communications
industry," said Joe T. Ford, ALLTEL chairman and chief executive officer.
"The companies share a unique vision of the communications industry and
what it will take to succeed in the future," he said. "The names of both
companies are synonymous with quality, convenience, innovation and value. Our
combination of people, products, networks, technology and geographic footprint
provides the perfect foundation for the communications company of the future."
"ALLTEL and 360 share a strategic objective to offer bundled
communications services throughout tightly focused geographic markets," Dennis
E. Foster, 360 president and chief executive officer, said. "This merger is a
natural extension of that strategy. Both
- more -
<PAGE>
ALLTEL and 360 to Merge
Page 2
companies have focused their efforts on developing strong distribution channels
and local presence in their operating areas.
"In addition, both companies primarily serve mid-size cities and
smaller communities. The combined company will have more than 3,000 points of
distribution including 250 retail stores, 450 kiosks and 2,500 sales personnel,
in addition to a strong agent and dealer network."
Ford said, "The geographic fit and complementary strategies of ALLTEL
and 360 will allow the combined company to realize significant competitive
benefits and operational synergy. By leveraging economies of scale in
purchasing, network operations, information technology and administration, the
new company expects to achieve annual cost savings in excess of $100 million by
the Year 2000."
"For example," Foster said, "ALLTEL is completing construction on a
6,800-mile fiber optic network connecting its service areas. That network
provides a cost-effective backbone for delivering additional communications
services, as well as carrying voice and data traffic and it will take only an
additional 1,800 miles to tie 360's contiguous markets into this network. When
the network is complete, transport costs will be reduced dramatically and the
traffic volume can increase substantially, with minimal additional investment."
Ford said, "With the convergence of information technology and
communications, ALLTEL's information technology businesses are an important
asset to the new company and will increase our competitive advantage in the
marketplace."
ALLTEL provides wireless, wireline, long-distance and Internet services
to 3 million customers in 14 states, and information services to financial and
communications companies in 47 countries.
360 provides wireless communications to 2.6 million customers in more
than 100 markets in 15 states. 360 also offers residential long-distance and
paging services.
From the standpoint of size, the merged company will have:
-- $4.5 billion in annual revenues;
-- $8.6 billion in assets;
- more -
<PAGE>
ALLTEL and 360 to Merge
Page 3
-- $12 billion in market capitalization;
-- More than 5.6 million communications customers in 22 states;
-- More than 1,100 information services clients in 47 countries;
-- More than 20,000 people employed worldwide;
-- An overlap of wireless and wireline properties that increases
from 27 to 43 percent, and has the potential to increase to
62 percent over time;
-- More than 50 million POPS (population);
-- More than 700 company-operated retail outlets;
-- More than 2,500 sales personnel;
-- Expanded opportunities to offer competitive local exchange service
in select geographically clustered markets.
Under terms of the agreement, each 360 share will be exchanged for .74
ALLTEL shares when the transaction is complete. The transaction will be
accounted for as a pooling of interests.
The merger is subject to approval by shareholders of both companies, as
well as regulatory and other approvals. Pending receipt of timely approvals, the
merger should be completed by mid-summer.
Following a transition period, the merged company will operate from
ALLTEL's headquarters in Little Rock, Ark., and will market its products under
the ALLTEL brand.
*ALLTEL, NYSE: AT
www.alltel.com
*360 Communications, NYSE: X0
www.360.com
-END -
<PAGE>
