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):  February 23,
2004

 


 
  
  
ALLTEL
  Corporation 401(k) Plan
  
 



(Exact name of registrant
as specified in its charter)

 




 
  
  
Not
  Applicable
  
  
  
 
  
  
  

  1-4996
  
  
  
 
  
  
  

  34-0868285
  
 
 
  
  

  (State or other
  jurisdiction of

  incorporation or organization)
  
  
  
 
  
  
  

  (Commission File
  Number)
  
  
  
 
  
  
  

  (I.R.S. Employer

  Identification No.)
  
 




 
 




 
  
  
ALLTEL
  Corporation
  
 
 
  
  One Allied Drive
 
 
  
  Little Rock, Arkansas  72202
 
 
  
  

  (Address of
  principal executive offices, including Zip Code)
  
 




 

 


 
  
  

  Registrant's telephone number, including area
  code 
  
  
  (501) 905-8000
  
   
  


 

 

 

 


Item 4. Changes in Registrant's Certifying Accountant
    On February 23, 2004, as authorized by the Audit Committee
of the Board of Directors of ALLTEL Corporation, the ALLTEL Corporation 401(k)
Plan (the "Plan") (1) engaged Moore Stephens Frost, PLC to serve as independent
auditors for the Plan for the year ended December 31, 2003 and (2) dismissed the
Plan's existing independent accountants PricewaterhouseCoopers LLP.
    The report of PricewaterhouseCoopers LLP on the Plan's
financial statements as of and for the year ended December 31, 2002 did not
contain any adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principle. 
    In connection with its audit of the Plan's financial
statements as of and for the year ended December 31, 2002, and through February
23, 2004, (i) there were no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the
disagreement in connection with its audit report on the Plan's financial
statements as of and for the year ended December 31, 2002 and (ii) there have
been no reportable events as defined in Regulation S-K Item 304 (a)(1)(v).
    The Plan has provided PricewaterhouseCoopers LLP with a
copy of the foregoing disclosures and has requested that PricewaterhouseCoopers
LLP furnish a letter addressed to the Securities and Exchange Commission stating
whether or not PricewaterhouseCoopers LLP agrees with the above statements.
Attached as Exhibit 16.1 is a copy of such letter, dated May 21, 2004.
    The Plan's financial statements as of and for the year
ended December 31, 2001 were audited by Arthur Andersen LLP, which has ceased
operations. Arthur Andersen LLP expressed an unqualified opinion on the Plan's
financial statements as of and for the year ended December 31, 2001. In
connection with its audit of the Plan's financial statements as of and for the
year ended December 31, 2001, (i) there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Arthur Andersen LLP, would have caused
Arthur Andersen LLP to make reference to the subject matter of the disagreement
in connection with its audit report on the Plan's financial statements as of and
for the year ended December 31, 2001 and (ii) there were no reportable events as
defined in Regulation S-K Item 304 (a)(1)(v).
    During the years ended December 31, 2001 and 2002, and the
subsequent interim period through February 23, 2004, the Plan did not consult
with Moore Stephens Frost, PLC with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Plan's financial statements, or
any other matters or reportable events as set forth in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
 
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits


            (a) Not
Applicable.
            (b) Not
Applicable.
            (c)
Exhibits
                 
16.1 Letter of PricewaterhouseCoopers LLP regarding change in certifying
accountant.



2



 


 

 


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 401(k) Plan
  
 
 
  
  
 
  
  
  

  (Registrant)
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  
 
  
 
 
  
  
 
  
  
  

  By:  /s/ Jeffery R. Gardner
  
 
 
  
  
 
  
  
  

  Jeffery R. Gardner
  
 
 
  
  
 
  
  
  

  Executive
  Vice President -
  Chief Financial Officer
  
 
 
  
  
 
  
  
  

  ALLTEL Corporation
  
 
 
  
  
 
  
  
  
May 21,
  2004
  
 



 


3



 



 



 



EXHIBIT INDEX

 

 


 
  
  
Exhibit

  Number
  
  
  
 
  
  
  

  Description of Exhibits
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
 
 
  
  

  16.1
  
  
 
  
  
  



Letter of
  PricewaterhouseCoopers LLP regarding change in certifying accountant.
  
 
 
  
  
 
  
  
  
 
  
  
  
 
  
 



 


4