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): June 30, 1998
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-4996 34-0868285
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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 2. Acquisition or Disposition of Assets
On June 30, 1998, ALLTEL Corporation, a Delaware corporation ("ALLTEL"),
consummated the transactions contemplated by an Agreement and Plan of Merger,
dated as of March 16, 1998 (the "Merger Agreement"), by and among ALLTEL,
Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of ALLTEL ("Merger Sub"), and 360 Communications Company, a Delaware
corporation ("360"), pursuant to which Merger Sub was merged into 360, with 360
becoming a wholly-owned subsidiary of ALLTEL (the "Merger"). The effective time
of the Merger (the "Effective Time") was 12:01 a.m., Eastern Time,
July 1, 1998.
At the Effective Time, each outstanding share of common stock, $.01 par
value (the "360 Common Stock"), of 360 (other than shares of 360 Common Stock
which, immediately prior to the Effective Time, were held in 360's treasury or
by any of 360's direct or indirect wholly-owned subsidiaries, or any shares of
360 Common Stock that were owned by ALLTEL, Merger Sub or any other subsidiary
of ALLTEL) were converted into the right to receive .74 fully paid and
nonassessable share of common stock, $1 par value, of ALLTEL. Cash will be paid
in lieu of any fractional share of ALLTEL Common Stock. At the Effective Time,
the former stockholders of 360 received from ALLTEL an aggregate of
approximately 89,868,445 shares of ALLTEL Common Stock. In addition, at the
Effective Time, each outstanding option to purchase or acquire a share of 360
Common Stock under employee incentive or benefit plans, programs and
arrangements and non-employee director plans maintained by 360 was converted
into an option to purchase the number of shares of ALLTEL Common Stock equal
to the product to .74 multiplied by the number of shares of 360 Common Stock
which could be obtained prior to the Effective Time upon the exercise of such
option, at an exercise price per share equal to the exercise price for each
share of 360 Common Stock subject to an option divided by .74. Each outstanding
award under any employee incentive or benefit plans, programs or arrangements,
and non-employee director plans maintained by 360 which provide for grants of
equity-based awards were amended or converted into a similar instrument of
ALLTEL, with such adjustment to the terms of such awards as are appropriate to
preserve the value inherent in such awards. The description of the terms of the
Merger is qualified in all respects by reference to the Merger Agreement, which
is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
A copy of the press release regarding the consummation of the Merger
issued by ALLTEL is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
No material relationship exists between 360 and ALLTEL and any of ALLTEL's
affiliates, any director or officer of ALLTEL, or any associate of such
director or officer.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The financial statements of 360 required pursuant to Rule 3-05 of
Regulation S-X are not attached to this Form 8-K and will be filed by
amendment not later than 60 days after the date that this Form 8-K is
required to be filed.
(b) The pro forma financial information required pursuant to Article 11 of
Regulation S-X is not attached to this form 8-K and will be filed be
amendment not later than 60 days after the date this Form 8-K is required
to be filed.
(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 (previously filed with the Commission on May 6, 1998 as
Annex A to Joint Proxy Statement/Prospectus of ALLTEL Corporation
and 360 Communications Company, Commission File No. 333-51915, and
incorporated by reference herein).
99.1 Press Release, dated July 1, 1998 of ALLTEL Corporation.
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLTEL CORPORATION
(Registrant)
By: /S/Dennis J. Ferra
Dennis J. Ferra
Senior Vice President and
Chief Administrative Officer
July 2, 1998
4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
99.1 Press Release of ALLTEL Corporation, dated July 1, 1998.
5
For additional information contact: Shawne S. Leach (501) 905-8991
Vice President-Investor Relations
George S. Smith (501) 905-8117
Vice President-Media Services
Release Date: July 1, 1998
ALLTEL,360 COMPLETE $6 BILLION MERGER
FOR IMMEDIATE RELEASE
LITTLE ROCK -- ALLTEL and 360 Communications Company completed their $6
billion merger today, creating a dominant, full-service communications provider
primarily located in the Southeast and Midwest United States.
Under terms of the agreement, each share of 360 common stock is being
exchanged for .74 of an ALLTEL share of common stock. The transaction is being
accounted for as a pooling of interests. The companies announced the merger in
March. Shareholders approved all matters related to the merger on June 23. All
necessary regulatory approvals have been received.
"ALLTEL and 360 have been committed to delivering excellent customer
service and an expanding selection of products and services," said Joe T. Ford,
ALLTEL chairman and chief executive officer. "Together, we are better
positioned to continue in our efforts to achieve this goal while becoming a
more formidable competitor in our markets. There is no cellular license
overlap between the territories that ALLTEL and 360 serve, which gives us a
much larger footprint for wireless service."
"360 and ALLTEL each bring considerable strengths to the combined
company," said Dennis Foster, vice chairman of ALLTEL and former president
and chief executive officer of 360. "We are eager to begin operating as one
company and to offer our customers a full array of communications products
and services. Our team of associates is working hard to ensure a smooth
transition, and our commitment to being the best communications services
provider is stronger than ever. We are excited about the future of our combined
company and what it will mean for our customers, associates, shareholders
and the communities in which we operate."
-more-
<PAGE>
ALLTEL and 360 Merge
Page 2
In conjunction with the merger, ALLTEL has expanded the membership of its
board of directors from 11 to 15. In addition to Foster, two other members of
360's board of directors have been appointed to serve on ALLTEL's board. They
are Michael Hooker, chancellor of the University of North Carolina, and
Frank E. Reed, former 360 chairman. Also joining the expanded ALLTEL board is
Charles H. Goodman, vice president of Henry Crown and Co. of Chicago.
The merged company has more than $4.6 billion in annual revenues,
$8.6 billion in assets and $12 billion in market capitalization. It serves
more than 5.6 million communications customers in 22 states and operates more
than 700 retail outlets. It employs more than 20,000 people worldwide and has
more than 1,000 information services clients in 47 countries.
The company's communications business, which includes cellular, PCS,
local telephone, paging, long-distance, Internet and competitive local
exchange carrier services, will be organized into nine new market areas: the
Central Market (Arkansas, Iowa, Illinois, Mississippi, Missouri and Oklahoma);
the Mid-Atlantic Market (Tennessee, Virginia and southern West Virginia); the
Midwest Market (Indiana, Kentucky, Ohio and northern West Virginia); the
Northeast Market (New York and Pennsylvania); the Southwest Market (Nevada,
New Mexico and Texas); the Southern Market (Alabama and Florida); the North
Carolina Market; the South Carolina Market; and the Georgia Market.
The new company, which will be known as ALLTEL, will be headquartered in
Little Rock, Ark. 360 will change its name to ALLTEL later this year.
ALLTEL is a customer-focused, information technology company that provides
wireline and wireless communications and information services.
*ALLTEL, NYSE: AT
www.alltel.com
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