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): July 2, 1999
ALLTEL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-4996 34-0868285
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
One Allied Drive, Little Rock, Arkansas 72202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501)905-8000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition and Disposition of Assets
On July 2, 1999, ALLTEL Corporation, a Delaware corporation
("ALLTEL"), consummated the transactions contemplated by an Agreement
and Plan of Merger, dated as of December 18, 1998 (the "Merger
Agreement"), by and among ALLTEL, Pinnacle Merger Sub, Inc., a Nebraska
corporation and a wholly-owned subsidiary of ALLTEL ("Merger Sub"), and
Aliant Communications Inc., a Nebraska corporation ("Aliant"), pursuant
to which Merger Sub was merged into Aliant, with Aliant becoming a
wholly-owned subsidiary of ALLTEL (the "Merger"). The effective time of
the Merger (the "Effective Time") was approximately 8:00 a.m., Central
Time, July 2, 1999.
At the Effective Time, each outstanding share of common stock,
$.01 par value (the "Aliant Common Stock"), of Aliant (other than
shares of Aliant Common Stock that were owned by ALLTEL, Merger Sub or
any other direct or indirect subsidiary of ALLTEL or shares of Aliant
Common Stock that are owned by Aliant or any direct or indirect
subsidiary of Aliant and in each case not held on behalf of third
parties) were converted into the right to receive .67 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. No
material relationship exists between Aliant and ALLTEL and any of
ALLTEL's affiliates, any director or officer of ALLTEL, or any
associate of such director or officer. 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.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
No financial statements are required pursuant to Rule 3-05(b).
(b) Pro Forma Financial Information
No pro forma financial information is required pursuant to
Article 11 of Regulation S-K.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December
18, 1998, among ALLTEL Corporation, Pinnacle Merger
Sub, Inc. and Aliant Communications Inc. (previously
filed with the Commission on March 26, 1999 as Annex
A to Proxy Statement/Prospectus of ALLTEL Corporation
and Aliant Communications Inc., Commission File No.
333-74983, and incorporated by reference herein).
99.1 Press Release, dated July 2, 1999, of ALLTEL
Corporation
2
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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, thereunto duly authorized.
ALLTEL CORPORATION
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(Registrant)
By: /s/ Jeffery R. Gardner
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Jeffery R. Gardner
Senior Vice President - Finance and Treasurer
July 6, 1999
3
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of December 18, 1998,
among ALLTEL Corporation, Pinnacle Merger Sub, Inc. and
Aliant Communications Inc. (previously filed with the
Commission on March 26, 1999 as Annex A to Proxy
Statement/Prospectus of ALLTEL Corporation and Aliant
Communications Inc., Commission File No. 333-74983, and
incorporated by reference herein).
99.1 Press Release of ALLTEL Corporation, dated July 2, 1999.
4
For additional information contact: Randy Wilbourn
Vice President - Corporate Communications
(501) 905-8148
Dan Powell,
Vice President - Investor Relations
(501) 905-8991
Release date: July 2, 1999
ALLTEL, Aliant Complete $1.8 Billion Merger
FOR IMMEDIATE RELEASE
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LITTLE ROCK, Ark. -- ALLTEL and Aliant Communications completed their
$1.8 billion merger today, adding Nebraska to ALLTEL's extensive coverage area
for wireless and wireline communications services offered primarily in the
southeastern and midwestern United States.
Under the terms of the agreement, each share of Aliant common stock is
being exchanged for .67 of a share of ALLTEL common stock. The transaction will
be accounted for as a pooling-of-interests.
"The merger of ALLTEL and Aliant expands ALLTEL's geographic footprint
in a dynamic manner," said Joe T. Ford, ALLTEL chairman and chief executive
officer. Through the merger, ALLTEL adds the entire state of Nebraska to its
current wireless service area, as well as wireline operations in Lincoln and 22
counties in the southeast part of the state.
"The merger increases ALLTEL's wireline and wireless overlap in our
communications markets and makes the merged company a more formidable
competitor in the communications marketplace," Ford said. Aliant's
communications operations consist of the following:
o 316,000 wireless customers
o 14,500 paging customers
o 16 retail stores, 100 agents
o 293,000 wireline access lines
-more-
<PAGE>
ALLTEL, Aliant Complete $1.8 Billion Merger
Page 2
o 34,000 Internet access subscribers
o 70,000 long-distance customers
o A state-of-the art digital wireline network that contains more than
1,700 miles of fiber optic cable
o A competitive local exchange operation (Omaha and other communities)
that is offering the full "bundle" of communications services to
customers outside its traditional wireline service area
o A wholesale operation with an extensive fiber optic network
From the standpoint of size, the merged company will have:
o More than $6 billion in annual revenues*
o More than $9 billion in assets* o Approximately 7 million
communications customers in 25 states* o More than 24,000 people
employed worldwide
o Information services clients in 53 countries and territories
o 52 million wireless POPS (population)
* Statistics include the Liberty Cellular merger agreement announced
June 22
"When we announced the merger in December, we knew that the companies
fit together very well," said Ford. "Since then, as we have studied it closer,
we are more pleased than ever about the strengths that the combined organization
will offer."
After a transition period, the merged company will offer its products
and services under the ALLTEL brand.
ALLTEL is a customer-focused, information technology company that
provides wireline and wireless communications and information services.
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* ALLTEL, NYSE: AT
www.alltel.com
