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): May 6, 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 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
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") under the
Registration Statement. On May 2, 2002, the Company filed the final Prospectus
Supplement, dated April 30, 2002, which included the Prospectus dated April 10,
2002, relating to the offering and sale of the Equity Units. On May 6, 2002, the
Company consummated the closing of the sale of 25,000,000 Equity Units, which
may be increased to 28,750,000 Equity Units if the underwriters' overallotment
option is exercised in full. The Equity Units initially consist of units
referred to as corporate units, each with a stated amount of $50. Each corporate
unit includes a purchase contract pursuant to which the purchaser has, subject
to certain conditions, agreed 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 also includes $50
principal amount of the Company's senior notes due May 17, 2007. Certain
agreements related to the offering are attached hereto as exhibits to this Form
8-K and are incorporated by reference in their entirety. See "Item 7. Exhibits."
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., First
Union Securities, Inc., Banc One Capital Markets, Inc., McDonald
Investments Inc., Stephens Inc., and Sun Trust Capital Markets,
Inc. (incorporated herein by reference to Exhibit 1 to ALLTEL
Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 1, 2002)
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)
2
4.2 Tenth Supplemental Indenture, dated as of May 6, 2002, 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 Purchase Contract Agreement, dated as of May 6, 2002, 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 Units certificate (included in Exhibit 4.4)
4.7 Pledge Agreement, dated as of May 6, 2002, between ALLTEL
Corporation, Wachovia Bank, National Association, as Collateral
Agent, and J. P. Morgan Trust Company, National Association, as
Purchase Contract Agent
4.8 Remarketing Agreement, dated as of May 6, 2002, between ALLTEL
Corporation, J. P. Morgan Trust Company, National Association, as
Purchase Contract Agent, and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as Remarketing Agent
4.9 Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of J.P. Morgan Trust Company, National Association, as
trustee
5 Opinion of Kutak Rock LLP, dated as of May 6, 2002, regarding the
legality of the issuance of the Equity Units
8 Opinion on of Kutak Rock LLP, dated as of May 6, 2002, as to
certain tax matters
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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: May 8, 2002 By: /s/ Scott Settelmyer
----------------------------
Name: Scott Settelmyer
---------------------------
Title: Treasurer
-------------------------
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ALLTEL Corporation
Current Report On Form 8-K
Dated May 6, 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., First
Union Securities, Inc., Banc One Capital Markets, Inc., McDonald
Investments Inc., Stephens Inc., and Sun Trust Capital Markets,
Inc. (incorporated herein by reference to Exhibit 1 to ALLTEL
Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 1, 2002)
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 Tenth Supplemental Indenture, dated as of May 6, 2002, 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 Purchase Contract Agreement, dated as of May 6, 2002, 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 Units certificate (included in Exhibit 4.4)
4.7 Pledge Agreement, dated as of May 6, 2002, between ALLTEL
Corporation, Wachovia Bank, National Association, as Collateral
Agent, and J. P. Morgan Trust Company, National Association, as
Purchase Contract Agent
4.8 Remarketing Agreement, dated as of May 6, 2002, between ALLTEL
Corporation, J. P. Morgan Trust Company, National Association, as
Purchase Contract Agent, and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as Remarketing Agent
5
4.9 Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of J.P. Morgan Trust Company, National Association, as
trustee
5 Opinion of Kutak Rock LLP, dated as of May 6, 2002, regarding the
legality of the issuance of the Equity Units
8 Opinion on of Kutak Rock LLP, dated as of May 6, 2002, as to
certain tax matters
6