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 10, 
2005

 

ALLTEL CORPORATION

(Exact name of registrant
as specified in its charter)

 




 
  
  
Delaware
  
  
  
 
  
  
  
1-4996
  
  
  
 
  
  
  
34-0868285
  
 
 
  
  
(State or other
  jurisdiction of

  incorporation or organization)
  
  
  
 
  
  
  
(Commission File
  Number)
  
  
  
 
  
  
  
(I.R.S. Employer

  Identification 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)

 


Check the appropriate box below if the Form 8-K filing is 
intended to simultaneously satisfy the filing obligation of the registrant under 
any of the following provisions:


[  x  ]  Written communications pursuant to Rule 
425 under the Securities Act (17 CFR 230.425)


[      ]  Soliciting material 
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[      ]  Pre-commencement 
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 
240.14d-2(b))


[      ]  Pre-commencement 
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 
240.13e-4(c))

 



 



 














 

Item

8.01   Other Events


On January 10, 2005, ALLTEL Corporation ("ALLTEL" or the "Company") entered 
into an Agreement and Plan of Merger (the "Merger Agreement") with Western 
Wireless Corporation ("Western Wireless") providing for, among other things, the 
merger of Western Wireless with and into a wholly-owned subsidiary of ALLTEL.  
In the Merger, each share of Western Wireless common stock will be exchanged for 
.535 shares of ALLTEL common stock and $9.25 in cash.  Western Wireless 
shareholders will have the ability to make an all-stock or all-cash election, 
subject to proration.  In aggregate, ALLTEL will issue approximately 60 
million shares of stock and pay approximately $1 billion in cash.  ALLTEL 
will also assume estimated net debt of $1.5 billion. 
Consummation of the Merger is subject to certain conditions, including the 
approval of the Merger by the stockholders of Western Wireless 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.  The 
transaction is expected to close by mid-year 2005.
A copy of ALLTEL's Press Release dated January 10, 2005 is attached hereto as 
Exhibit 99(a) and is furnished as a part of this filing.
A copy of ALLTEL's slide presentation containing other facts and information 
related to the transaction is attached hereto as Exhibit 99(b) and is furnished 
as part of this filing.

Forward-Looking Statements
ALLTEL claims the protection of the safe-harbor 
for forward-looking statements contained in the Private Securities Litigation 
Reform Act of 1995. Forward-looking statements are subject to uncertainties that 
could cause actual future events and results of ALLTEL and Western Wireless to 
differ materially from those expressed in the forward-looking statements. These 
forward-looking statements are based on estimates, projections, beliefs, and 
assumptions and are not guarantees of future events and results. Actual future 
events and results of ALLTEL and Western Wireless may differ materially from 
those expressed in these forward-looking statements as a result of a number of 
important factors. Representative examples of these factors include (without 
limitation) adverse changes in economic conditions in the markets served by 
ALLTEL and Western Wireless; the extent, timing, and 
overall effects of competition in the communications business; material changes 
in the communications industry generally that could adversely affect vendor 
relationships with equipment and network suppliers and customer relationships 
with wholesale customers; changes in communications technology; the risks 
associated with the integration of acquired businesses, including Western 
Wireless; adverse changes in the terms and conditions of wireless roaming 
agreements of ALLTEL and Western Wireless; the potential for adverse changes in the 
ratings given to ALLTEL 's debt securities by nationally accredited ratings 
organizations; the availability and cost of financing in the corporate debt 
markets; the uncertainties related to ALLTEL 's strategic investments; the 
effects of work stoppages; the effects of litigation, including any litigation 
with respect to the acquisition of Western Wireless; and the effects of federal and 
state legislation, rules, and regulations governing the communications industry. 
In addition to these factors, actual future performance, outcomes, and results 
may differ materially because of more general factors including (without 
limitation) general industry and market conditions and growth rates, economic 
conditions, and governmental and public policy changes. ALLTEL disclaims any 
obligation to update the forward-looking statements contained herein.

2







 
Additional Information and Where to Find It 
In connection with ALLTEL 's proposed acquisition of 
Western Wireless, Western Wireless and ALLTEL intend to file relevant materials 
with the Securities and Exchange Commission ("SEC"), including a registration 
statement on Form S-4 that will contain a prospectus and a proxy statement. 
INVESTORS AND SECURITY HOLDERS OF ALLTEL AND WESTERN WIRELESS ARE URGED TO READ 
THESE WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION 
ABOUT ALLTEL, WESTERN WIRELESS AND THE MERGER. The proxy statement, prospectus 
and other relevant materials (when they become available), and any other 
documents filed by ALLTEL or Western Wireless with the SEC, may be obtained free 
of charge at the SEC's web site at www.sec.gov. In addition, investors and 
security holders may obtain free copies of the documents filed with the SEC by 
ALLTEL by directing a written request to: ALLTEL, One Allied Drive, Little Rock, 
Arkansas 72202, Attention: Investor Relations or Western Wireless, 3650 131sr 
Avenue S.E., Bellevue, Washington 98006, Attention: Investor Relations. 
Investors and security holders are urged to read the proxy statement, prospectus 
and the other relevant materials when they become available before making any 
voting or investment decision with respect to the Merger. 

Participants In Solicitation 
ALLTEL, Western Wireless and their respective executive 
officers and directors may be deemed to be participants in the solicitation of 
proxies from the stockholders of Western Wireless and ALLTEL in connection with 
the Merger. Information about those executive officers and directors of ALLTEL 
and their ownership of ALLTEL common stock is set forth in the ALLTEL Form 10-K 
for the year ended December 31, 2003, which was filed with the SEC on March 5, 
2004, and the proxy statement for ALLTEL's 2004 Annual Meeting of Stockholders, 
which was filed with the SEC on March 3, 2004. Information about the executive 
officers and directors of Western Wireless and their ownership of Western 
Wireless common stock is set forth in the proxy statement for Western Wireless' 
2004 Annual Meeting of Shareholders, which was filed with the SEC on April 21, 
2004. Investors and security holders may obtain additional information regarding 
the direct and indirect interests of ALLTEL, Western Wireless and their 
respective executive officers and directors in the Merger by reading the proxy 
statement and prospectus regarding the Merger when it becomes available.
 

Item 9.01   Financial Statements and Exhibits


 
  
   
  
  (c)
  
  Exhibits
  
   
 
 
  
   
  
   
  
   
  
   
 
 
  
   
  
    99(a)
  
   
  
  
Press Release, dated
  January 10, 2005 of
  ALLTEL Corporation.
  
 
 
  
   
  
   
  
   
  
   
 
 
  
   
  
    99(b)
  
  
 
  
  
  
Investor Presentation and 
  Reconciliations of Non-GAAP Financial Measures.
  
 




3








 

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
  
 
 
  
  
 
  
  
  
(Registrant)
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
By:  /s/ Jeffery R. Gardner
  
 
 
  
  
 
  
  
  
Jeffery R. Gardner
  
 
 
  
  
 
  
  
  
Executive
  Vice President -
  Chief Financial Officer
  
 
 
  
  
 
  
  
  
(Principal Financial
  Officer)
  
 
 
  
  
 
  
  
  

  January 10, 2005
  
 


 


4














 

EXHIBIT INDEX

 

 


 
  
  
Exhibit

  Number
  
  
  
 
  
  
  
Description of Exhibits
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
 
 
  
  
99(a)
  
  
  
 
  
  
  
Press Release, dated
  January 10, 2005 of
  ALLTEL Corporation.
  
 
 
  
   
  
   
  
   
 
 
  
  

  99(b)
  
  
  
 
  
  
  
Investor Presentation and 
  Reconciliations of Non-GAAP Financial Measures.
  
 


 


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