SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 16, 1998
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Date of Report (Date of earliest event reported)
360 COMMUNICATIONS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-14108 47-0649117
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
8725 W. Higgins Road, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
(773) 399-2500
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On March 16, 1998, 360 Communications Company, a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with ALLTEL Corporation, a Delaware corporation ("ALLTEL"), and
Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of ALLTEL ("Merger Sub"), pursuant to which Merger Sub will merge with and into
the Company (the "Merger"). As a result of the Merger, (a) each outstanding
share of the Company's common stock, $0.01 par value (other than shares owned by
ALLTEL or Merger Sub or held by the Company), will be converted into the right
to receive .74 shares of the of the common stock, par value $.01 per share, of
ALLTEL and (b) the Company will become a wholly owned subsidiary of ALLTEL.
Consummation of the Merger is subject to certain conditions, including
the approval of the Merger by the respective shareowners of the Company and
ALLTEL and the receipt of required regulatory approvals, including the approval
of the Federal Communications Commission and the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended. The Merger Agreement may be terminated under certain circumstances
relating to a third party offer to acquire the Company, in which event the
Company will be obligated to pay to ALLTEL a termination fee of $100 million
(the "Termination Fee").
Concurrently with the execution of the Merger Agreement, the Company
and ALLTEL entered into a Stock Option Agreement (the "Stock Option Agreement")
whereby the Company granted to ALLTEL an option (the "Option") to purchase up to
19.9% of the number of shares of the Company's common stock, $0.01 par value,
issued and outstanding immediately prior to the grant of the Option at an
exercise price of $33.90 per share (subject to adjustment in certain
circumstances). The Option is exercisable by ALLTEL only in the event that
ALLTEL becomes entitled to receive the Termination Fee. Concurrently with any
exercise of the Option, the Company has the option to repurchase from ALLTEL, at
a price of $35.90 per share, any shares issued upon the exercise of the Option.
The foregoing descriptions of the Merger Agreement and the Stock Option
Agreement, and the transactions contemplated thereby, do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Stock Option Agreement, copies of which are attached as
exhibits hereto. A press release issued by the Company and ALLTEL on March 16,
1998 announcing the execution of the Merger Agreement is also attached as an
exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of March 16, 1998 among
ALLTEL Corporation, Pinnacle Merger Sub, Inc. and 360
Communications Company. (To be filed by an amendment to this
report.)
2.2 Stock Option Agreement dated as of March 16, 1998 between
ALLTEL Corporation and 360 Communications Company. (To be
filed by an amendment to this report.)
4.9 First Amendment to Rights Agreement dated as of March 16, 1998
to Rights Agreement dated as of March 5, 1996 between 360
Communications Company and The Chase Manhattan Bank, as
successor in interest to Chemical Bank, as Rights Agent. (To
be filed by an amendment to this report.)
99.1 Press Release issued by 360 Communications Company and ALLTEL
Corporation on March 16, 1998 announcing the execution of the
Agreement and Plan of Merger.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
360 COMMUNICATIONS COMPANY
By: /S/ Michael J. Small
Michael J. Small
Executive Vice President and
Chief Financial Officer
Date: March 16, 1998
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EXHIBIT INDEX
Exhibit
No. Description of Exhibits
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2.1 Agreement and Plan of Merger dated as of March 15, 1998 among
ALLTEL Corporation, Merger Sub, Inc. and 360 Communications
Company. (To be filed by an amendment to this report.)
2.2 Stock Option Agreement dated as of March 15, 1998 between ALLTEL
Corporation and 360 Communications Company. (To be filed by an
amendment to this report.)
4.9 First Amendment to Rights Agreement dated as of March 16, 1998
to Rights Agreement dated as of March 5, 1996 between 360
Communications Company and The Chase Manhattan Bank, as
successor in interest to Chemical Bank, as Rights Agent. (To be
filed by an amendment to this report.)
99.1 Press Release issued by 360 Communications Company and ALLTEL
Corporation on March 16, 1998 announcing the execution of the
Agreement and Plan of Merger.