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): January 31, 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 (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)
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Item 5. Other Events
On January 31, 2000, ALLTEL Corporation (the "Company") Bell Atlantic
Corporation ("Bell Atlantic"), GTE Corporation ("GTE") and Vodafone
Airtouch signed agreements to exchange wireless properties in 13 states.
Upon the closing of the transactions, Bell Atlantic and GTE will transfer
to ALLTEL interests in 27 wireless markets in Alabama, Arizona, Florida,
Ohio, New Mexico, Texas and South Carolina, representing about 14 million
POPs and more than 1.5 million wireless customers. ALLTEL will transfer to
Bell Atlantic or GTE interests in 42 wireless markets in Illinois, Indiana,
Iowa, Nevada, New York, and Pennsylvania, representing 6.3 million POPs and
more than 700,000 customers. ALLTEL will also transfer certain of its
minority investments in unconsolidated wireless properties, representing
approximately 2.6 million POPs. In addition to the transfer of wireless
assets, ALLTEL will also pay approximately $600 million in cash. Following
the completion of the transactions, ALLTEL will have a total of 46 million
cellular POPs and almost 5.8 million wireless customers. The companies
expect to complete the transactions by mid-2000.
The companies also signed a new national roaming agreement, which will
allow their customers to roam on each other's networks at reduced rates
across a footprint that covers almost 95 percent of the U.S. population.
Using a common digital technology called CDMA, the companies will form the
nation's largest standardized digital wireless network.
A press release, dated February 1, 2000, announcing the agreements to
exchange the wireless properties 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 February 1, 2000 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 - Chief Financial Officer
(Principal Financial Officer)
February 8, 2000
3
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits Page Number
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99.1 Press Release of ALLTEL Corporation dated February 1, 2000 5
4
News Release
Bell Atlantic, GTE and ALLTEL Agree to Exchange Wireless
Operations in 13 States
Agreements Clear Way for Merger of Bell Atlantic and Vodafone AirTouch
U.S. Wireless Assets
Companies Sign National Roaming Agreements Covering Almost 95% of U.S.
Population
Media Contacts: Brian R. Wood Nancy Bavec George Smith
Bell Atlantic GTE ALLTEL
908-306-7901 972-507-6913 501-905-8117
Investor Relations John Killian George Lieb Dan Powell
Contacts: Bell Atlantic GTE ALLTEL
212-395-1152 972-507-2462 501-905-8991
For Release: Feb. 1, 2000
NEW YORK, IRVING, Texas, and LITTLE ROCK, Ark. - Bell
Atlantic (NYSE: BEL), GTE Corp. (NYSE: GTE) and ALLTEL Corp. (NYSE: AT) have
signed agreements to exchange wireless interests in 13 states, better
positioning all three companies for future growth.
The agreements eliminate all of the overlapping cellular operations
that would be created by the combination of Bell Atlantic and Vodafone AirTouch
wireless properties announced Sept. 21. The companies reached a consent decree
with the Department of Justice (DOJ) on Dec. 6 to resolve the overlaps through
swaps or sales.
Bell Atlantic and Vodafone AirTouch can now proceed with the merger of
their domestic wireless operations, expected to take place this spring. The new
venture will be further strengthened by the addition of GTE's wireless assets
following the resolution of additional wireless overlaps related to its merger
with Bell Atlantic.
-more-
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Page 2/Bell Atlantic, GTE and ALLTEL
Upon the closing of the transactions, Bell Atlantic and GTE will
transfer wireless interests in 27 markets in Alabama, Arizona, Florida, Ohio,
New Mexico, Texas and South Carolina, involving about 14 million POPS, or
population served, and more than 1.5 million customers.
ALLTEL will transfer interests in 42 markets in Illinois, Indiana,
Iowa, Nevada, New York and Pennsylvania. ALLTEL is transferring operations
covering about 6.3 million POPs and more than 700,000 customers, along with 2.6
million POPS and about 300,000 customers from minority interests.
As a result of the swaps, the Bell Atlantic/GTE/Vodafone AirTouch
venture will have a total of 223 million net POPs and 23 million customers and
ALLTEL will have a total of 46 million cellular POPs and almost 5.8 million
wireless customers.
In addition to the transfer of wireless assets, ALLTEL will also pay
about $600 million to Bell Atlantic, GTE and Vodafone AirTouch. The companies
said they expect to complete the transactions by mid-year.
The companies have also signed a new national "roaming" agreement,
which will allow their customers to roam on each other's networks at reduced
rates across a footprint that covers almost 95 percent of the U.S. population.
Using a common digital technology called CDMA, they will form the nation's
largest standardized digital wireless network.
About 700 Bell Atlantic and 1,000 GTE employees will be joining ALLTEL,
while about 900 ALLTEL employees will join the new Bell Atlantic/GTE/Vodafone
AirTouch venture.
"We're very pleased to have reached this agreement and proceed quickly
to close our transaction with Vodafone AirTouch," said Denny Strigl, president
and CEO of Bell Atlantic Mobile and designated president and CEO of the planned
Bell Atlantic/GTE/Vodafone AirTouch wireless business. "Further, we strengthen
our national leadership position by expanding our footprint in central
Pennsylvania, the Midwest and Las Vegas."
"This is a significant step toward our shared vision of a superior
national wireless footprint," said Mark Feighner, president-GTE Wireless. "It
extends our ability to provide national single rate price plans covering
virtually the entire U.S. population. In addition, I'm confident that the
transition of properties involved will be as seamless as possible for both
customers and employees. While preparing for that transition we will continue to
focus on market growth by providing customers superior value and service."
-more-
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Page 3/Bell Atlantic, GTE and ALLTEL
ALLTEL Chairman and CEO Joe Ford said, "This transaction is an
innovative approach in finding solutions to remain ahead of the competitive
curve in the fast-changing communications industry. It enhances ALLTEL's
geographic market clusters and increases our customer base by 15 percent and
will also enhance our ability to deliver additional bundled communications
services at great value to our customers."
****
Bell Atlantic
Bell Atlantic is at the forefront of the new communications and
information industry. With more than 43 million telephone access lines and 10
million wireless customers worldwide, Bell Atlantic companies are premier
providers of advanced wireline voice and data services, market leaders in
wireless services, and the world's largest publishers of directory information.
Bell Atlantic companies are also among the world's largest investors in
high-growth global communications markets, with operations and investments in 23
countries.
GTE
With 1999 revenues of more than $25 billion, GTE is a leading
telecommunications provider with one of the industry's broadest arrays of
products and services. In the United States, GTE provides local service in 28
states and wireless service in 18 states, as well as nationwide long-distance,
directory, and internetworking services ranging from dial-up Internet access for
residential and small-business consumers to Web-based applications for Fortune
500 companies. Outside of the United States, the company serves customers on
five continents.
ALLTEL
ALLTEL provides communications services to more than 8.5 million
customers in 25 states and has information services clients in 55 countries and
territories. ALLTEL is a customer-focused, information technology company that
provides wireline and wireless communications and information services.
Vodafone AirTouch
Vodafone AirTouch, based in the United Kingdom, is the world's largest
mobile telecommunications company. It has mobile operations in 24 countries on
five continents, with more than 31 million proportionate customers. In the
United States, AirTouch serves more than 9 million proportionate cellular and
PCS customers in 25 states and 22 of the top 30 U.S. markets, including Atlanta,
Chicago, Dallas, Detroit, Houston, Los Angeles, Phoenix, San Diego, San
Francisco and Seattle.
Visit www.bellatlantic.com, www.gte.com, www.alltel.com and
www.vodafone-airtouch-plc.com for information about the companies in this
transaction.
-more-
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Page 4/Bell Atlantic, GTE and ALLTEL
Property List for Wireless Swaps between Bell Atlantic, GTE and ALLTEL
The following charts provide detailed lists of the metropolitan and
rural service areas (MSAs/RSAs) involved in the wireless transaction announced
today by ALLTEL, Bell Atlantic and GTE:
Markets to Be Acquired by ALLTEL
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MSA/RSA Market '98 Net % Owned Current Owner
POPs (K)
83 Mobile, AL 542 100 GTE
26 Phoenix, AZ 2,693 100 Bell Atlantic
77 Tucson, AZ 834 100 Bell Atlantic
319 Coconino, AZ 273 100 Bell Atlantic
322 Gila, AZ 202 100 Bell Atlantic
22 Tampa, FL 2,120 100 GTE
114 Lakeland, FL 460 100 GTE
164 Fort Myers, FL 401 100 GTE
127 Pensacola, FL 393 100 GTE
167 Sarasota, FL 313 100 GTE
211 Bradenton, FL 243 100 GTE
360 Collier, FL 141 61.6 GTE
361 Glades, FL 84 100 GTE
362 Hardee, FL 189 100 GTE
363 Citrus, FL 241 100 GTE
370 Monroe, FL 0 (200) 100 GTE
86 Albuquerque, NM 634 100 Bell Atlantic
285 Las Cruces, NM 131 76.3 Bell Atlantic
16 Cleveland, OH 1,765 96.5 GTE
52 Akron, OH 671 96.5 GTE
87 Canton, OH 395 96.5 GTE
136 Loraine-Elyria, OH 277 96.5 GTE
586 Sandusky, OH 21 100 GTE
587 Ashtabula, OH 52 50 GTE
67 Greenville, SC 76 10.8 GTE
227 Anderson, SC 17 10.8 GTE
285 El Paso TX 743 100 Bell Atlantic
Property Total 13,911
-more-
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Page 5/Bell Atlantic, GTE and ALLTEL
Markets to Be Acquired by Bell Atlantic or GTE
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MSA/RSA Market '98 Net % Owned by ALLTEL
POPs (K)
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1 New York, NY 1,639 10
34 Rochester, NY 154 15
53 Syracuse, NY 297 45
416 Jackson, IA 8 7.1
195 Cedar Rapids, IA 185 100
296 Iowa City, IA 104 100
201 Waterloo-Cedar Falls, IA 127 88.5
286 Dubuque, IA 77 85
103 Peoria, IL 345 100
396 Mercer, IL 204 100
398 Mason, IL 12 100
129 South Bend, IN 312 100
223 Elkhart-Goshen, IN 175 100
96 Fort Wayne, IN 111 25
404 Kosciusko, IN 135 75
405 Huntington, IN 29 20
546 Mineral, NV 17 50
544 Lander, NV 28 50
93 Las Vegas, NV 851 72.2
84 Harrisburg, PA 507 100
99 York, PA 460 100
105 Lancaster, PA 458 100
143 Johnstown, PA 235 100
225 Altoona, PA 131 100
251 Williamsport, PA 120 100
259 State College, PA 133 100
614 Potter, PA 38 100
615 Bradford, PA 28 100
619 Union, PA 408 100
621 Bedford, PA 142 100
622 Huntingdon, PA 23 100
623 Lebanon, PA 117 100
56 Northeast, PA 520 79
616 Wayne, PA 35 40
238 Sharon, PA 119 96.9
612 Crawford, PA 158 80
617 Lawrence, PA 121 57.1
-more-
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Page 6/Bell Atlantic, GTE and ALLTEL
58 Allentown, PA 149 20.8
13 Pittsburgh, PA 74 3.6
130 Erie, PA 10 3.5
614 Potter, PA 36 61.5
615 Bradford, PA 35 50
Property Total 8,869
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