UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): July 25, 2005
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)Delaware 1-4996 34-0868285 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.)One Allied Drive, Little Rock, Arkansas72202(Address of principal executive offices)(Zip Code)Registrant's telephone number, including area code(501) 905-8000Not 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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 July 25, 2005, Western Wireless Corporation ("Western Wireless") announced that its subsidiary, Western Wireless International Holding Corporation, has entered into a definitive agreement to sell its Irish business, Meteor Mobile Communications Limited ("Meteor"), to a subsidiary of eircom Group plc, the Irish fixed-line telecommunications operator ("eircom"), for approximately $500 million at current exchange rates. According to Western Wireless' announcement, completion of the transaction is conditioned, among other things, on approval by eircom's shareholders of the transaction and of an eircom share issuance pursuant to a rights offering; closing of the rights offering, the proceeds of which would be used to pay the purchase price; and approval from Irish regulatory authorities. Western Wireless stated that, assuming receipt of these approvals and completion of the rights offering, the transaction is expected to close in October 2005.
Western Wireless had previously disclosed during its May 4, 2005 earnings conference call that the company had been contacted by a number of financial and strategic parties about the possible sale of international assets and expected to receive proposals on some of the international properties. On July 25, 2005, Western Wireless also indicated that the process of receiving, reviewing and negotiating proposals for other international assets is continuing, most significantly with respect to Western Wireless' Austrian business, tele.ring, for which Western Wireless has received conditional and non-binding bids for a price of over $1.5 billion. At this time, Western Wireless has not entered into a definitive agreement to sell the Austrian operations at the conditional non-binding bid price or at any other price.
Attached as an exhibit is unaudited pro forma combined condensed financial information of ALLTEL Corporation ("Alltel") and Western Wireless. The pro forma financial information of Alltel and Western Wireless supplements the pro forma combined condensed financial information of Alltel and Western Wireless included in Alltel's Current Report on Form 8-K filed on July 6, 2005 and the pro forma combined condensed financial information contained in the proxy statement/prospectus relating to the proposed merger of Alltel and Western Wireless that was filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on June 24, 2005.
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 pending acquisitions and dispositions and the integration of acquired businesses, including the acquisition and integration of Western Wireless and the disposition of Meteor; the uncertainties related to any discussions or negotiations regarding proposals received by Western Wireless for the sale of any of its international assets, including its Austrian business; adverse changes in the terms and conditions of wireless roaming agreements of Alltel and Western Wireless; the uncertainties related to Alltel's strategic investments; the effects of litigation; 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.2
Additional Information and Where to Find It
In connection with Alltel's proposed acquisition of Western Wireless, Western Wireless and Alltel have filed relevant materials with the Securities and Exchange Commission ("SEC"), including a registration statement on Form S-4, as amended, that contains a definitive prospectus and a proxy statement. INVESTORS AND SECURITY HOLDERS OF ALLTEL AND WESTERN WIRELESS ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALLTEL, WESTERN WIRELESS AND THE MERGER. The proxy statement, prospectus and other relevant materials, 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 or Western Wireless by directing a written request to: Alltel, One Allied Drive, Little Rock, Arkansas 72202, Attention: Investor Relations or Western Wireless, 3650 131st 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 Alltel's Amendment No. 1 to Form 10-K/A for the year ended December 31, 2004, which was filed with the SEC on June 21, 2005, and the proxy statement for Alltel's 2005 Annual Meeting of Stockholders, which was filed with the SEC on March 2, 2005. 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 and prospectus for Western Wireless' 2005 Annual Meeting of Shareholders, included in the registration statement on Form S-4, which was filed with the SEC on June 21, 2005. 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.Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information The following information is attached hereto as Exhibit 99(a) and incorporated herein by reference:
(i) Unaudited Pro Forma Combined Condensed Balance Sheet as of March 31, 2005. (ii) Unaudited Pro Forma Combined Condensed Statements of Income for the year ended December 31, 2004 and the three months ended March 31, 2005. (iii) Notes to the Unaudited Pro Forma Combined Condensed Statements.
(c) Exhibits
99(a) Unaudited Pro Forma Combined Condensed Financial Statements.
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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, thereunto duly authorized.
ALLTEL CORPORATION (Registrant) By: /s/ Jeffery R. Gardner Jeffery R. Gardner Executive Vice President — Chief Financial Officer (Principal Financial Officer) July 26, 20054
EXHIBIT INDEX
Exhibit Number Description of ExhibitsUnaudited Pro Forma Combined Condensed Financial Statements.99(a)
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