UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report (Date of earliest event reported): April 1, 1998
Aliant Communications Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 0-10516 47-0632436
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1440 M Street, Lincoln, Nebraska 68508
(Address of principal executive offices, including zip code)
(402) 436-4321
(Registrant's telephone number)
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed
as part of this Current Report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ALIANT COMMUNICATIONS INC.
Date: April 1, 1998 By: /s/ Michael J. Tavlin
Michael J. Tavlin
Vice President, Treasurer and
Secretary
<PAGE>
ALIANT COMMUNICATIONS INC.
EXHIBIT INDEX TO FORM 8-K
Dated April 1, 1998
Exhibit
No. Description
4 Form of global note issued in connection with the offering of
$100 million aggregate principal amount of the Company's 6 %
Notes due 2028.
99 Press release, dated April 1, 1998, of the Registrant.
EXHIBIT 4
THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE
COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
=============================================
No. 1 $100,000,000
ALIANT COMMUNICATIONS INC.
6 % Notes due 2028
CUSIP: 016090 AA 0
Aliant Communications Inc., a Nebraska corporation (herein
called the "Company," which term includes any successor corporation under
the Indenture referred to herein), for value received, hereby promises to
pay to:
CEDE & CO.
or registered assigns, the principal sum of $100,000,000 on April 1, 2028
and to pay interest on such principal sum at the rate of six and three-
quarters percent (6 %) per annum.
The Company will pay interest from the later of April 1, 1998 or
the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semi-annually on October 1 and April 1
of each year, beginning October 1, 1998 (each an "Interest Payment Date"),
until the principal hereof is otherwise paid or duly provided for. The
interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture (as defined
below), be paid to the Holder of this Note (or one or more predecessor
Notes) of record at the close of business on the regular record date (the
"Regular Record Date") for such Interest Payment Date, which shall be the
15th day of the month next preceding the month of such Interest Payment
Date (whether or not a Business Day). Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record
Date by virtue of his having been such Holder, and may be paid to the
Holder of this Note (or one or more predecessor Notes) of record at the
close of business on a special record date (the "Special Record Date")
fixed by the Company for the payment of such defaulted interest, notice
whereof shall be given to Holders not less than 15 days prior to such
Special Record Date, all as more fully provided in the Indenture (as
defined below).
Payment of the principal of this Note and the interest thereon
will be made at the office or agency of the Company in the Borough of
Manhattan, City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts.
ALIANT COMMUNICATIONS INC.
6-3/4% Notes due 2028
This Note is one of a duly authorized issue of debt securities
of the Company (herein called the "Securities"), issuable in one or more
series, unlimited in aggregate principal amount except as may be otherwise
provided in respect of the Securities of a particular series, issued and
to be issued under and pursuant to an Indenture dated as of February 23,
1998 (herein called the "Indenture"), duly executed and delivered by the
Company to U.S. Bank National Association, as Trustee (the "Trustee"), and
is one of a series limited in aggregate principal amount to $100,000,000
and designated as 6-3/4% Notes due 2028 (herein called the "Notes").
Reference is hereby made to the Indenture for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company and the Holders of Securities (including Holders
of the Notes).
The Notes are redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of the Notes to be redeemed, or (ii) the sum
of the present values of the Remaining Scheduled Payments thereon
discounted to the redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate
plus 12.5 basis points, together in either case with accrued interest to
the date of redemption.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Notes
to be redeemed.
In case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be
fair and appropriate, although no Note of $1,000 in principal amount at
maturity or less shall be redeemed in part. If any Note is to be redeemed
in part only, the notice of redemption relating to such Note shall state
the portion of the principal amount thereof to be redeemed. A new Note in
principal amount at maturity equal to the unredeemed portion thereof will
be issued in the name of the Holder thereof upon cancellation of the
original Note.
The Notes are not subject to any sinking fund.
The Notes are subject to defeasance at the option of the Company
as provided in the Indenture.
As long as this Note is represented in global form (the "Global
Security") registered in the name of the Depositary or its nominee, except
as provided in the Indenture and subject to certain limitations therein
set forth, no Global Security shall be exchangeable or transferrable.
If an Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the principal plus any
accrued interest may be declared due and payable in the manner and with
the effect and subject to the conditions provided in the Indenture.
The Indenture permits the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders
under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities then Outstanding of all series which are affected by such
amendment or modification, except that certain amendments which do not
adversely affect the rights of any Holder of the Securities may be made
without the approval of Holders of the Securities. No amendment or
modification may, among other things, extend the time of payment of the
principal, or any installment of the principal of any Security, reduce the
principal amount thereof, reduce the rate or extend the time of payment of
any interest thereon, or reduce the aforesaid majority in aggregate
principal amount of Securities of any series, the consent of the Holders
of which is required for any such amendment or modification, without the
consent of each Security holder affected.
Notwithstanding any provision in the Indenture or any provision
of this Note, the Holder of this Note shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Note at the times, place and rate,
and in the coin or currency herein prescribed.
This Note shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance
with the laws of such State, except as may otherwise be required by
mandatory provisions of law.
All terms used in this Note which are defined in the Indenture
have the meanings assigned to them in the Indenture. Capitalized terms
not defined herein or in the Indenture shall have the meaning set forth in
the Prospectus Supplement, dated March 26, 1998.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
* * * * *
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.
Dated: April 1, 1998
ALIANT COMMUNICATIONS INC.
By: _______________________________
Name: Frank H. Hilsabeck
Title: President and Chief Executive Officer
Attest:
___________________________________
Name: Michael J. Tavlin
Title: Vice President-Treasurer and Secretary
This is one of the Securities referred to in the within-mentioned
Indenture.
U.S. BANK NATIONAL ASSOCIATION
Dated: April 1, 1998
By: _______________________________
Authorized Officer
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ASSIGNMENT FORM
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To assign this Note, fill in the form below:
I or we assign and transfer this Note to
__________________________________
Insert assignee's soc. sec. or tax I.D. no.
__________________________________________________________________________
(Print or type assignee's name, address and zip code)
__________________________________________________________________________
__________________________________________________________________________
and all rights thereunder and irrevocably appoint_________________________
__________________________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him. ______________________________________
__________________________________________________________________________
__________________________________________________________________________
Dated:__________
NOTICE: The signature to this assignment must correspond
with the name as it appears on the first page of
the within Note.
EXHIBIT 99
Aliant Communications Inc. Completes $100,000,000 Public Offering
of Senior Unsecured Notes
FOR IMMEDIATE RELEASE
Date: April 1, 1998
Contact: Michael J. Tavlin
Phone: 402-436-5289
Lincoln, Nebraska -- Aliant Communications Inc. (NASDAQ: ALNT) announced
today that it has completed an offering of $100 million aggregate
principal amount of its 6.75% Notes due April 1, 2028. Merrill Lynch &
Co. and Morgan Stanley Dean Witter acted as underwriters for the public
offering.
Aliant intends to use the net proceeds of the offering (i) to repay
$15 million of short-term debt incurred to fund the previously announced
acquisition of the remaining 50% ownership interest in the Omaha Cellular
General Partnership that Aliant did not already own, (ii) to redeem, on
May 1, 1998, the outstanding Series K 9.91% First Mortgage Bonds of Aliant
Communications Co. for approximately $48 million, including a make-whole
premium of approximately $4 million, (iii) to redeem, on May 15, 1998, all
of the outstanding 5% preferred stock of Aliant Communications Co. for
approximately $4.7 million, including a redemption premium of
approximately $225,000, and (iv) to repay approximately $31 million of the
principal amount outstanding under one of the Company's bank credit
facilities.
Aliant also announced that the make-whole premium of approximately $4
million that will be incurred in connection with the redemption of the
Series K Bonds will require the Company to record a charge to earnings of
approximately $2.4 million after income taxes in the second quarter of
fiscal 1998, or an estimated $0.07 per share.
Copies of the prospectus used in the public offering may be obtained from
Merrill Lynch & Co., 250 Vesey Street, New York, New York 10281, or Morgan
Stanley Dean Witter, 1585 Broadway, New York, New York 10036.
Aliant Communications Inc., headquartered in Lincoln, Nebraska, is a
diversified communications company providing a comprehensive array of
services and retail products to consumers, businesses, educational
institutions, and government agencies, and wholesale network services to
other communications companies. Web site: http://www.aliant.com/
