UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D. C.  20549

 



SCHEDULE 13D



UNDER THE SECURITIES EXCHANGE
ACT OF 1934

 



Western Wireless Corporation


(Name of Issuer) 

 



Class A Common Stock, no par value per share

(Title 
of Class of Securities)

 



95988E204

(CUSIP 
Number)

 



ALLTEL Corporation



Francis X. Frantz



Executive Vice President and Secretary



One Allied Drive



Little Rock, Arkansas 72202



Telephone: (501) 905-8000

(Name, 
Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)

 

January 
9, 2005

(Date 
of Event Which Requires Filing of this Statement)

 

 


If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this 
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the 
following box [_].

 


The information required on the remainder of this cover page shall not be deemed 
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 
1934, as amended ("Exchange Act") or otherwise subject to the liabilities 
of that section of the Exchange Act but shall be subject to all other provisions 
of the Exchange Act (however, see the Notes).

 















  
    1.
    NAME OF REPORTING PERSON
S.S. OR 
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    
ALLTEL Corporation (I.R.S. Employer Identification Number 34-0868285)
  
  
    2.
    CHECK THE APPROPRIATE BOX IF A 
    MEMBER OF A GROUP (a) [_] (b) [_]
  
  
    3.
    SEC USE ONLY
  
  
    4.
    SOURCE OF FUNDS
    
OO
  
  
    5.
    CHECK IF DISCLOSURE OF LEGAL 
    PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 
  
  
    6.
    CITIZENSHIP OR PLACE OF 
    ORGANIZATION
Delaware
  
  
    
    
 

    
NUMBER OF
    
SHARES
    
BENEFICIALLY 
    
OWNED BY
    
EACH 
    
REPORTING 
    
PERSON
    
WITH
    7.
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 
    REPORTING PERSON WITH SOLE VOTING POWER
None 
  
  
    8.
    SHARED VOTING POWER
12,085,006*
  
  
    9.
    SOLE DISPOSITIVE POWER
None
  
  
    10.
    SHARED DISPOSITIVE POWER
None
  
  
    11.
    AGGREGATE AMOUNT BENEFICIALLY OWNED 
    BY EACH REPORTING PERSON
12,085,006*
  
  
    12.
    CHECK IF THE AGGREGATE AMOUNT IN 
    ROW (11) EXCLUDES CERTAIN SHARES
[_] 
  
  
    13.
    PERCENT OF CLASS REPRESENTED BY 
    AMOUNT IN ROW (11)
    
12.14%* 
  


 


____________________________


* See discussion in Items 4 and 
5 of this Schedule 13D.


2

 


  
    14.
    TYPE OF REPORTING PERSON
    
CO
  

The information set forth in response to each separate Item below shall be 
deemed to be a response to all Items where such information is relevant. 

Item 1. Security and Issuer.

This Statement on Schedule 13D (this "Statement") 
relates to the shares of Class A Common Stock, no par value per share (the 
"Class A Common Stock"), of Western Wireless Corporation, a Washington 
corporation ("Western Wireless"). The principal executive offices of Western 
Wireless are located at 3650 131st Avenue S.E., Bellevue, Washington 98006.

Item 2. Identity and Background.

(a) - (c), (f) This Statement is filed by ALLTEL 
Corporation, a Delaware corporation ("ALLTEL"). ALLTEL's principal business 
address is One Allied Drive, Little Rock, Arkansas 72202. ALLTEL is a 
customer-focused communications company providing wireless, local telephone, 
long-distance, Internet and high-speed data services to residential and business 
customers.
The (i) name, (ii) business address, (iii) 
present principal occupation or employment, (iv) name, principal business and 
address of any corporation or other organization in which such employment is 
conducted, and (v) citizenship of each director and executive officer of ALLTEL 
are set forth on Schedule I hereto and incorporated herein by reference.

(d) - (e) During the last five years, neither ALLTEL, 
nor, to ALLTEL's knowledge, any of the individuals referred to in Schedule 
I, has been convicted in a criminal proceeding (excluding traffic violations or 
similar misdemeanors) or has been a party to a civil proceeding of a judicial or 
administrative body of competent jurisdiction resulting in a judgment, decree or 
final order enjoining future violations of, or prohibiting or mandating 
activities subject to, federal or state securities laws, or finding violations 
with respect to such laws. 

Item 3. Source and Amount of Funds or Other Consideration. 

As an inducement for ALLTEL to enter into an 
Agreement and Plan of Merger, dated January 9, 2005 (the "Merger Agreement") 
with Western Wireless, and in consideration thereof, John W. Stanton, the 
Chairman and Chief Executive Officer of Western Wireless, and Theresa E. 
Gillespie, Vice Chair of Western Wireless, and certain of their affiliated 
entities (collectively, the "Shareholders") entered into a Voting Agreement, 
dated as of January 9, 2005 (the "Voting Agreement"). ALLTEL did not pay 
additional consideration to the Shareholders in connection with the execution 
and delivery of the Voting Agreement. Copies of the Merger Agreement and the 
Voting Agreement are filed as Exhibits 99.1 and 99.2, respectively, and 
are incorporated herein by reference.
3

Item 4. Purpose of Transaction.

As stated above, the Voting Agreement was entered 
into as an inducement for, and in consideration of, ALLTEL entering into the 
Merger Agreement. Subject to the terms and conditions thereof, the Merger 
Agreement provides for the merger (the "Merger") of Western Wireless with and 
into a wholly-owned subsidiary of ALLTEL ("Merger Sub"). At the effective time 
of the Merger, each outstanding share of Class A Common Stock and each 
outstanding share of Class B Common Stock, no par value per share ("Class B 
Common Stock", and together with the Class A Common Stock, the "Western Common 
Stock") will be exchanged for 0.535 shares of ALLTEL Common Stock and $9.25 in 
cash unless the shareholder makes an all-cash or all-stock election. Western 
Wireless shareholders making an all-stock or all-cash election may be subject to 
proration depending on the number of shareholders making such elections. 
The Merger is subject to the approval of Western 
Wireless shareholders. In addition, the Merger is subject to expiration or 
earlier termination of applicable waiting periods under the Hart-Scott-Rodino 
Antitrust Improvements Act, the receipt of certain required consents from the 
Federal Communications Commission and foreign competition authorities, as well 
as other customary closing conditions. 
Pursuant to the Voting Agreement entered into in 
connection with the Merger Agreement, the Shareholders, which collectively own 
12,085,0061 shares of Class A Common Stock, which represents 
approximately 12.14%2 of the shares of Class A 


____________________________




1 Consists of (i) 869,880 shares of Class A Common Stock and 
1,686,069 shares of Class B Common Stock held of record by PN Cellular, Inc. ("PN 
Cellular"), which is substantially owned and controlled by Mr. Stanton and Ms. 
Gillespie; (ii) 576,859 shares of Class A Common Stock and 1,274,519 shares of 
Class B Common Stock held of record by Stanton Communications Corporation ("SCC"), 
which is substantially owned and controlled by Mr. Stanton and Ms. Gillespie; 
(iii) 4,420,919 shares of Class A Common Stock and 3,025,668 shares of Class B 
Common Stock held by Mr. Stanton and Ms. Gillespie as joint tenants; (iv) 64,437 
shares of Class B Common Stock held of record by The Stanton Family Trust; and 
(v) an aggregate of 166,655 shares of Class A Common Stock issuable upon 
exercise of stock options granted to Mr. Stanton or Ms. Gillespie, which are 
exercisable within 60 days of the date of this Statement. Mr. Stanton and Ms. 
Gillespie are married and share voting and investment power with respect to the 
shares jointly held by them, as well as the shares held of record by PN 
Cellular, SCC and The Stanton Family Trust. Other than with respect to voting 
rights and conversion, the Class A Common Stock and Class B Common Stock have 
identical rights. The Class A Common Stock has one vote per share and the Class 
B Common Stock has ten votes per share. By virtue of their ownership of Class A 
Common Stock and Class B Common Stock of Western Wireless, in the amounts 
described above and in note 2 below, the Shareholders hold shares representing 
approximately 41.4% of the voting power of Western Wireless. Shares of Class B 
Common Stock generally convert automatically into shares of Class A Common Stock 
on a share-for-share basis immediately upon any transfer of the Class B Common 
Stock other than a transfer from an original holder of Class B Common Stock to 
certain affiliates of such holder. Class B Common Stock also is convertible into 
shares of Class A Common Stock on a share-for-share basis at any time at the 
option of the holder. The Class B Common Stock, by its terms, does not expire.


2 The share ownership percentages described in this Schedule are 
based on 99,517,589 shares of Class A Common Stock deemed to be outstanding as 
of December 31, 2004 which includes (1) 93,300,241 shares of Class A Common 
Stock actually issued and outstanding as of such date, (2) an aggregate of 
166,655 shares of Class A Common Stock issuable upon exercise of stock options 
granted to Mr. Stanton or Ms. Gillespie and




4

Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1) and 
approximately 41.4% of the voting power of Western Wireless, have agreed to vote 
(or cause to be voted) their shares of Western Common Stock (i) in favor of the 
approval of the Merger Agreement and (ii) against any alternative proposal for 
(x) the acquisition of Western Wireless by merger or other business combination, 
(y) an acquisition by any person of 20% or more of the assets of Western 
Wireless and its subsidiaries, taken as a whole or (z) an acquisition by any 
person of 20% or more of the outstanding Western Common Stock. In addition, the 
Shareholders cannot sell, transfer, convert or otherwise dispose of the shares 
subject to the Voting Agreement, if such sale, transfer, conversion or 
disposition would result in the Shareholders' inability to vote such shares as 
required pursuant to the terms of the Voting Agreement.
The Shareholders may vote the shares subject to the 
Voting Agreement on all other matters. The Voting Agreement terminates (i) upon 
the earlier of (A) the approval and adoption of the Merger Agreement by Western 
Wireless shareholders, (B) the failure of the shareholders of Western Wireless 
to approve the Merger Agreement at the meeting of Western Wireless shareholders 
held for such purpose, and (C) the termination of the Merger Agreement, or (ii) 
at any time upon notice by ALLTEL to the Shareholders. 
The purpose of the Voting Agreement is to enable 
ALLTEL and Western Wireless to consummate the transactions contemplated by the 
Merger Agreement.
Upon the consummation of the Merger, the managers of 
Merger Sub immediately prior to the effective time of the Merger will be the 
initial managers of the surviving company, until their respective successors are 
duly elected and qualified. Upon consummation of the Merger, the officers of 
Merger Sub immediately prior to the effective time of the Merger will be the 
initial officers of the surviving company, until their respective successors are 
duly appointed.
At the effective time of the Merger, the certificate 
of formation of Merger Sub, as in effect immediately prior to the effective time 
of the Merger, shall be the certificate of formation of the surviving company 
until thereafter changed or amended as provided by the Washington Limited 
Liability Company Act ("WLLCA") or therein, except that as of the 
effective time of the Merger, paragraph 1 of the certificate of formation of the 
surviving company shall be amended to reflect the name of Western Wireless (or a 
variation thereof) as the name of the surviving company.
At the effective time of the Merger, the limited 
liability company agreement of Merger Sub, as in effect immediately prior to the 
effective time of the Merger, shall become the limited liability company 
agreement of the surviving company, until thereafter changed or amended as 
provided by the WLLCA, the certificate of formation of the surviving company and 
such limited liability company agreement.
If the Merger is consummated as planned, ALLTEL 
anticipates that Western Wireless will become a wholly-owned subsidiary of 
ALLTEL and that ALLTEL will seek




____________________________


(3) 6,050,693 shares of Class A Common Stock issuable upon the conversion of the 
same number of shares of Class B Common Stock that is subject to the Voting 
Agreement.




5

to cause the Class A Common Stock to be deregistered under the Exchange Act 
and the Securities Act of 1933, as amended, and delisted from the Nasdaq 
National Market.
Except as set forth in this Item 4, neither ALLTEL 
nor, to ALLTEL's knowledge, any of the individuals referred to in Schedule 
I, has any plans or proposals which relate to or would result in any of the 
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D (although 
ALLTEL reserves the right to develop such plans).
The foregoing summary of certain provisions of the 
Merger Agreement and the Voting Agreement is not intended to be complete and is 
qualified in its entirety by reference to the full text of such agreements. 

Item 5. Interest in Securities of the Issuer.

(a)-(b) As of the filing date of this Schedule 13D, 
as a result of the Voting Agreement, ALLTEL may be deemed to have (i) beneficial 
ownership (within the meaning of Rule 13d-3 under the Exchange Act) and (ii) 
shared power to vote or direct the vote of 12,085,0063 shares of 
Class A Common Stock, which represents approximately 12.14%4 of the 
shares of Class A Common Stock deemed to be outstanding pursuant to Rule 
13d-3(d)(1). 
ALLTEL is not entitled to any rights of a shareholder 
of Western Wireless. ALLTEL does not have (i) sole power to vote or direct the 
vote or (ii) sole or shared power to dispose or direct the disposition of Class 
A Common Stock. ALLTEL expressly disclaims any beneficial ownership of any of 
the Class A Common Stock under the Voting Agreement. Other than as set forth 
above, neither ALLTEL nor any subsidiary of ALLTEL, nor, to ALLTEL's knowledge, 
any of the individuals referred to in Schedule I, beneficially owns any 
Class A Common Stock as to which it has the sole or shared power to vote or to 
direct the vote or has the sole or shared power to dispose or to direct the 
disposition of such shares.
(c) Except as set forth or incorporated herein, 
neither ALLTEL nor, to ALLTEL's knowledge, any of the individuals referred to in
Schedule I, has effected any transaction in Class A Common Stock during 
the past 60 days.
(d) Not applicable
(e) Not applicable. 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect 
to Securities of the Issuer.

Other than the Merger Agreement and the Voting 
Agreement, to the knowledge of ALLTEL, there are no contracts, arrangements, 
understandings or relationships (legal or otherwise) among the persons named in 
Item 2 and Schedule I or between such persons and any other person with 
respect to the securities of Western




____________________________


3 See footnote 1 above. 


4 See footnote 2 above.




6

Wireless, including, but not limited to, transfer or voting of any of the 
securities, finder's fees, joint ventures, loan or option arrangements, puts or 
calls, guarantees of profits, division of profits or loss, or the giving or 
withholding of proxies.
Item 7. Material to be filed as Exhibits.




 
  
   
  
  99.1.
  
   
  
  
Agreement and Plan of Merger, dated January 
  9, 2005, by and among ALLTEL Corporation, a Delaware corporation, Wigeon 
  Acquisition LLC, a Washington limited liability company and wholly-owned 
  subsidiary of ALLTEL, and Western Wireless Corporation, a Washington 
  corporation (incorporated herein by reference to Exhibit 2 to the Current 
  Report on Form 8-K filed by ALLTEL Corporation on January 11, 2005).
  
 
 
  
   
  
   
  
   
  
   
 
 
  
   
  
  
99.2.
  
  
 
  
  
Voting Agreement, dated January 9, 2005, by and between ALLTEL Corporation, a 
Delaware corporation, and the Shareholders listed therein (incorporated herein 
by reference to Exhibit 10 to the Current Report on Form 8-K filed by ALLTEL 
Corporation on January 11, 2005).
 
 




7
After reasonable inquiry and to the best of each of 
the undersigned's knowledge and belief, the undersigned certifies that the 
information set forth in this statement is true, complete and correct.
Dated: January 14, 2005


 
  
  
 
  
  
  

  ALLTEL CORPORATION
  
 
 
  
  
 
  
  
   
 
 
  
  
 
  
  
  
 
  
 
 
  
   
  
  By: /s/ Francis X. Frantz
 
 
  
  
 
  
  
  Name: Francis X. Frantz
 
 
  
  
 
  
  
  Title: Executive Vice President and Secretary
 
 

 


 





8




SCHEDULE I


Set forth below is a list of each executive officer and director of ALLTEL 
Corporation setting forth the business address and present principal occupation 
or employment (and the name and address of any corporation or organization in 
which such employment is conducted) of each person. The persons named below are 
citizens of the United States.

 


  
    
    

    
DIRECTORS
    

  


  
    
    
Name and Business Address
    
    
Present Principal Occupation (principal business of 
    employer)
    
    
Name and Address of Corporation or Other Organization 
    in which Employed (if different from address provided in Column 1)
  
  
    John R. Belk                                 
    Belk, Inc.                                  
    2801 West Tyvola               
    Charlotte, NC 28217-4500
 
    President and Chief Operations 
    Officer of Belk, Inc. (department store retailer)
     
  
  
    William H. Crown                       
    CC Industries, Inc.                      
    222 North LaSalle St., Ste. 1000 Chicago, IL 60601
    President and Chief Executive 
    Officer of CC Industries, Inc. (diversified investment company); Vice 
    President of Henry Crown and Company (diversified investment company); Vice 
    President of Dane Acquisition Corp. and General Partner of Great Dane 
    Limited Partnership (semi-truck trailers and accessories manufacturer)
     
  
  
    Joe T. Ford                    
    ALLTEL Corporation            
    P.O. Box 2177 (72203)         One 
    Allied Drive                      
    Little Rock, AR 72202
    Chairman of the Board of ALLTEL
     
  
  
    Scott T. Ford                        
    ALLTEL Corporation                
    P.O. Box 2177 (72203)             
    One Allied Drive                       
    Little Rock, AR 72202
    President and Chief Executive 
    Officer of ALLTEL 
     
  
  
    Dennis E. Foster
    Principal of Foster
     
  



9

 


  
    600 The Grange Lane        
    Lexington, KY 40511
 
    Thoroughbred Investments (thoroughbred horse 
    farm)
     
  
  
    Lawrence L. Gellerstedt, III      
    The Gellerstedt Group             
    245 Peachtree Center Avenue, Ste. 2450                          
    Atlanta, GA 30303
 
    Chairman and Chief Executive Officer of The 
    Gellerstedt Group (real estate investment firm and construction and property 
    management services provider)
     
  
  
    Emon A. Mahony, Jr.        
    Mahoney Law Firm                 
    106 West Main Street, Ste. 406 El Dorado, AR 71730
    Chairman of the Board of Arkansas Oklahoma Gas 
    Corporation (natural gas company); Vice President and Secretary of Mahony 
    Corporation (family investment company); Managing Partner in EAM Company, 
    LLC (family investment company)
    Arkansas Oklahoma Gas Corporation                                  
    P.O. Box 17004                            115 North 12th Street                   Fort Smith, AR 72917
 
    
 
    
 
    
    
 
  
  
    John P. McConnell              
    Worthington Industries, Inc.        200 
    Old Wilson Bridge Road Columbus, OH 43085
 
    Chairman and Chief Executive Officer of 
    Worthington Industries, Inc. (metal processor and manufacturer)
     
  
  
    Josie C. Natori                        
    The Natori Company                 
    40 East 34th Street                 
    New York, NY 10016
 
    President and Chief Executive Officer of The 
    Natori Company (upscale fashion house)
     
  
  
    Gregory W. Penske                 
    Penske Automotive Group Inc. 3534 North Peck Road              
    El Monte, CA 91731
 
    President of Penske Automotive Group Inc. (car 
    dealership operator)
     
  
  
    Frank E. Reed                         
    716 West Mount Airy Avenue Philadelphia, PA 19119
 
    Retired
     
  
  
    Warren A. Stephens            
    Stephens Inc.                          
    111 Center Street                   
    Little Rock, AR 72201
 
    Chairman of the Board, President, and Chief 
    Executive Officer of Stephens Inc. (investment banking firm)
     
  
  
    Ronald Townsend                
    13440 Ellsworth Lane
    Communications Consultant (self-employed)
     
  


10

 


  
    Jacksonville, FL 32225
     
     
  


 

 

 


  
    
    

    
    
EXECUTIVE OFFICERS*
    
(who are not Directors)
    
    

  
  
    
    
Name 

    

    
    
Present Principal Occupation 

    

     
  
  
    Kevin L. Beebe
    Group President - Operations
     
  
  
    Jeffrey H. Fox
    Group President - Shared Services
     
  
  
    Francis X. Frantz
    Executive Vice President - External Affairs, 
    General Counsel and Secretary
     
  
  
    Jeffery R. Gardner
    Executive Vice President - Chief Financial 
    Officer
     
  
  
    Keith A. Kostuch
    Senior Vice President - Strategy and Sourcing
     
  
  
    C.J. Duvall Jr.
    Executive Vice President - Human Resources
     
  
  
    Sharilyn S. Gasaway
    Controller
     
  
  
    Scott H. Settelmyer
    Treasurer
     
  


 




____________________________


*



Each executive officer's present principal occupation is with ALLTEL 
Corporation. The business address of each executive officer is ALLTEL 
Corporation, P.O. Box 2177 (72203), One Allied Drive, Little Rock, Arkansas 
72202. 


11

 

INDEX TO EXHIBITS

 


 
  
  
Exhibit

  Number
  
  
  
 
  
  
  

  Document
  
 
 


 


  
   



  
  99.1.


  
   



  
  
Agreement and Plan of Merger, dated January 
  9, 2005, by and among ALLTEL Corporation, a Delaware corporation, Wigeon 
  Acquisition LLC, a Washington limited liability company and wholly-owned 
  subsidiary of ALLTEL, and Western Wireless Corporation, a Washington 
  corporation (incorporated herein by reference to Exhibit 2 to the Current 
  Report on Form 8-K filed by ALLTEL Corporation on January 11, 2005).
  
 
 


  
   
  
   
  
   
  
   



 
 


  
   



  
  
99.2.


  
  
 



  
  
Voting Agreement, dated January 9, 2005, by and between ALLTEL Corporation, a 
Delaware corporation, and the Shareholders listed therein (incorporated herein 
by reference to Exhibit 10 to the Current Report on Form 8-K filed by ALLTEL 
Corporation on January 11, 2005).
 
 


12