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
Date of report (Date of earliest event reported): March 16, 1998
ALLTEL Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 1-4996 34-0868285
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation) No.)
One Allied Drive, Little Rock, Arkansas 72202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (501) 905-8000
Not Applicable
(Former Name or Former Address, if Changed since Last Report)
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Item 5. Other Events
On March 16, 1998, ALLTEL Corporation ("ALLTEL") entered into an Agreement
and Plan of Merger (the "Merger Agreement") with 360 Communications Company
("360 Communications") providing for, among other things, the merger of a
wholly-owned subsidiary of ALLTEL with and into 360 Communications with 360
Communications becoming a wholly-owned subsidiary of ALLTEL. In the Merger,
holders of shares of common stock, par value $.01 per share, of 360
Communications ("360 Communications Common Stock") will receive for each share
.74 shares of common stock, par value $.01 per share, of ALLTEL. In connection
with the execution of the Merger Agreement, ALLTEL and 360 Communications
entered into a Stock Option Agreement (the "Stock Option Agreement"), whereby
360 Communications granted ALLTEL an option (the "Option") to purchase up to
19.9% of the number of shares of 360 Communications Common Stock 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),
exercisable in certain events following a takeover proposal by a third party to
360 Communications.
Consummation of the Merger is subject to certain conditions, including the
approval of the Merger by the stockholders of each of ALLTEL and 360
Communications and the receipt of 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.
A press release, dated March 16, 1998, announcing the Merger Agreement was
issued by ALLTEL and is filed as an exhibit hereto and incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
99.1 Press Release, dated March 16, 1998, of ALLTEL Corporation.
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SIGNATURE
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 hereunto duly authorized.
ALLTEL CORPORATION
By:/S/Jerry M. Green
Jerry M. Green
Treasurer
March 16, 1998
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Index to Exhibits
Exhibit
Number Exhibit
99.1 Press Release of ALLTEL Corporation dated March 16, 1998.
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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
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ALLTEL and 360 to Merge
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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;
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ALLTEL and 360 to Merge
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-- $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
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