UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO 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, 2000
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 jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
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)
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Item 2. Acquisition or Disposition of Assets
In its Current Report on Form 8-K dated January 31, 2000, ALLTEL
Corporation ("ALLTEL" or the "Company") reported that ALLTEL, Bell Atlantic
Corporation ("Bell Atlantic"), GTE Corporation ("GTE") and Vodafone Airtouch
signed agreements to exchange wireless properties in 13 states. In its Current
Report on Form 8-K dated April 3, 2000, the Company reported that it had
completed the exchange of wireless properties with Bell Atlantic in Nevada,
Iowa, Arizona, New Mexico and Texas. In this transaction, ALLTEL acquired
operations in Phoenix, Tucson, Coconino, Flagstaff and Gila, Arizona;
Albuquerque, New Mexico and El Paso, Texas and divested operations in Las
Vegas, Lander and Mineral, Nevada; and Cedar Rapids, Iowa City, Waterloo,
Cedar Falls, Dubuque and Jackson, Iowa. In addition to the transfer of
wireless assets, ALLTEL also paid Bell Atlantic $624.1 million in cash to
complete this transaction.
In its Current Report on Form 8-K dated June 30, 2000, ALLTEL announced
that it had completed the remaining wireless property exchanges with Bell
Atlantic and GTE. As a result, ALLTEL acquired operations in Cleveland, Canton
and Akron, Ohio; Tampa, Lakeland, Naples, Fort Myers, Pensacola, Sarasota and
Bradenton, Florida and Mobile, Alabama, while divesting operations in
Illinois, Indiana, New York and Pennsylvania. ALLTEL also transferred to Bell
Atlantic or GTE certain of its minority investments in unconsolidated wireless
properties, representing approximately 2.6 million POPs. In addition to the
transfer of the remaining wireless assets, ALLTEL also received $192.5 million
in cash, prepaid vendor credits of $199.6 million and assumed long-term debt
of $425.0 million as part of these transactions.
Through the completion of the above transactions, ALLTEL acquired
interests in 27 wireless markets representing 14.6 million POPs and 1,467,000
wireless customers, while divesting interests in 42 wireless markets
representing 6.9 million POPs and 778,000 customers. ALLTEL accounted for
these exchange transactions as purchases.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) The financial data filed herewith as part of this report as Exhibit
99(a) includes unaudited pro forma summary information for ALLTEL after
giving effect to the exchange of wireless assets with Bell Atlantic and
GTE, assuming the exchanges had been effective during the periods
presented. The summary financial information is based on and should be
read in conjunction with the consolidated financial statements and notes
thereto of ALLTEL, which are incorporated by reference from ALLTEL's
Annual Report on Form 10-K for the year ended December 31, 1999 and from
ALLTEL's Quarterly Report on Form 10-Q for the period ended June 30,
2000. The pro forma information presented may not necessarily be
indicative of the results of operations that would have been reported
had the exchange of properties been in effect during those periods or
which may be reported in the future.
During the second quarter of 2000, ALLTEL recorded a pretax gain for
financial reporting purposes of $1,353.1 million (related tax effect of
approximately $568.8 million) from the exchanges of wireless properties
with Bell Atlantic and GTE. The net gain of $784.3 million was offset by
expenses of $8.8 million related to the acquisition, including severance
and employee benefit costs associated with a workforce reduction and
branding and signage costs. The Company expects to incur an additional
$13 million of integration expenses during the third quarter of 2000. In
accordance with Regulation S-X Rule 11-02(b)(5), the net gain and the
acquisition-related charges have not been reflected in the pro forma
condensed income statements included in this filing.
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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
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(Registrant)
By: /s/ Jeffery R. Gardner
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Jeffery R. Gardner
Senior Vice President - Chief Financial Officer
(Principal Financial Officer)
August 11, 2000
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits Page Number
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99(a) Unaudited Pro Forma Financial Information 5-6
Unaudited Pro Forma Combined Condensed Statement
of Income for the six months ended June 30, 2000 7
Unaudited Pro Forma Combined Condensed Statement
of Income for the twelve months ended December 31,
1999 8
Notes to Unaudited Pro Forma Combined Condensed
Financial Statements 9
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