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): April 30, 2002
ALLTEL Corporation
(Exact name of Registrant as specified in its charter)
Delaware
(State of incorporation or organization)
34-0868285
(IRS Employer identification No.)
(Commission File Number)
One Allied Drive, Little Rock, Arkansas 72202
(501) 905-8000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
Not applicable
(Former name, former address and former fiscal year, if applicable)
ITEM 5. Other Events.
On March 28, 2002, ALLTEL Corporation (the "Company") filed a registration
statement on form S-3 (File No. 333-85142), which was declared effective on
April 10, 2002 (the "Registration Statement"). On April 29, 2002, the Company
filed, pursuant to Rule 424(b)(5), a Preliminary Prospectus Supplement, dated
April 25, 2002, which included the Prospectus dated April 10, 2002, relating to
the offering of up to 25,000,000 (or 28,750,000 if the underwriters'
overallotment option is exercised in full) of the Company's equity units (the
"Equity Units"). On April 30, 2002, the Company entered into a Terms Agreement
(which includes as Annex A thereto the "Underwriting Agreement for Equity
Securities - Basic Provisions") between the Company and the underwriters named
therein, relating to the offering and sale of the Equity Units under the
Registration Statement. The Equity Units initially will consist of units
referred to as corporate units, each with a stated amount of $50. Each corporate
unit will include a purchase contract pursuant to which the purchaser will
subject to certain conditions agree to purchase shares of the Company's common
stock on May 17, 2005 at a settlement rate to be determined depending on the
price of the Company's common stock at such time. Each corporate unit will also
include $50 principal amount of the Company's senior notes due May 17, 2007. In
connection with this offering, the Company is filing certain exhibits as part of
this Form 8-K. See "Item 7. Exhibits." A copy of certain agreements related to
the offering are attached hereto as exhibits and are incorporated by reference
in their entirety.
ITEM 7. Exhibits.
(c) Exhibits -
Exhibit
No. Description
------- -----------
1 Terms Agreement (which includes as Annex A thereto the
"Underwriting Agreement for Equity Units - Basic Provisions"),
dated as of April 30, 2002, among ALLTEL Corporation, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Banc of America Securities LLC, Salomon Smith Barney Inc.,
Wachovia Securities, Inc., Banc One Capital Markets, Inc.,
McDonald Investments Inc., Stephens Inc., and Sun Trust Capital
Markets, Inc.
4.1 Indenture between the ALLTEL Corporation and J.P. Morgan Trust
Company, National Association, as successor to Ameritrust
Company National Association, Trustee, dated as of January 1,
1987 (incorporated by reference to ALLTEL Corporation's Form S-3
Registration Statement, No. 33-10808, filed on December 16,
1986)
4.2 Form of Tenth Supplemental Indenture to be entered into between
ALLTEL Corporation and J.P. Morgan Trust Company, National
Association, as Trustee, in connection with the issuance of the
Notes which are a component of the corporate units
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4.3 Form of Note (included in Exhibit 4.2)
4.4 Form of Purchase Contract Agreement to be entered into between
ALLTEL Corporation and J.P. Morgan Trust Company, National
Association, as Purchase Contract Agent
4.5 Form of Corporate Units Certificate (included in Exhibit 4.4)
4.6 Form of Treasury Unit Certificate (included in Exhibit 4.4)
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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 hereunto duly authorized.
ALLTEL Corporation
Date: April 30, 2002 By: /s/ Francis X. Frantz
-----------------------------------
Name: Francis X. Frantz
----------------------------
Title: Executive Vice President
----------------------------
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ALLTEL Corporation
Current Report On Form 8-K
Dated April 30, 2002
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1 Terms Agreement (which includes as Annex A thereto the
"Underwriting Agreement for Equity Units - Basic Provisions"),
dated as of April 30, 2002, among ALLTEL Corporation, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Banc of America Securities LLC, Salomon Smith Barney Inc.,
Wachovia Securities, Inc., Banc One Capital Markets, Inc.,
McDonald Investments Inc., Stephens Inc., and Sun Trust Capital
Markets, Inc.
4.1 Indenture between the ALLTEL Corporation and J.P. Morgan Trust
Company, National Association, as successor to Ameritrust
Company National Association, Trustee, dated as of January 1,
1987 (incorporated by reference to ALLTEL Corporation's Form S-3
Registration Statement, No. 33-10808, filed on December 16,
1986)
4.2 Form of Tenth Supplemental Indenture to be entered into between
ALLTEL Corporation and J.P. Morgan Trust Company, National
Association, as Trustee, in connection with the issuance of the
Notes which are a component of the corporate units
4.3 Form of Note (included in Exhibit 4.2)
4.4 Form of Purchase Contract Agreement to be entered into between
ALLTEL Corporation and J.P. Morgan Trust Company, National
Association, as Purchase Contract Agent
4.5 Form of Corporate Units Certificate (included in Exhibit 4.4)
4.6 Form of Treasury Unit Certificate (included in Exhibit 4.4)
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