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):  March 3, 
2005

 

ALLTEL CORPORATION

(Exact name of registrant
as specified in its charter)

 




 
  
  
Delaware
  
  
  
 
  
  
  
1-4996
  
  
  
 
  
  
  
34-0868285
  
 
 
  
  
(State or other
  jurisdiction of

  incorporation or organization)
  
  
  
 
  
  
  
(Commission File
  Number)
  
  
  
 
  
  
  
(I.R.S. Employer

  Identification No.)
  
 




 




 
  
  
One
  Allied Drive, Little Rock, Arkansas
  
  
  
 
  
  
  
72202
  
 
 
  
  
(Address of
  principal executive offices)
  
  
  
 
  
  
  
(Zip Code)
  
 




 

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

 

Not
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:


[      ]  Written communications pursuant to Rule 
425 under the Securities Act (17 CFR 230.425)


[      ]  Soliciting material 
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[      ]  Pre-commencement 
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 
240.14d-2(b))


[      ]  Pre-commencement 
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 
240.13e-4(c))

 



 



 















Item 2.04.    Triggering Events 
That Accelerate or Increase a Direct Financial Obligation or an Obligation under 
an Off-Balance Sheet Arrangement
On March 3, 2005, ALLTEL Communications, 
Inc. notified CitiBank N.A., as trustee, of ALLTEL 
Corporation's intention 
to redeem all of the issued and outstanding 7 1/2% senior notes due March 1, 2006, 
representing an aggregate principal amount of $450,000,000. ALLTEL 
Communications, Inc. is a wholly-owned subsidiary of ALLTEL Corporation and is 
the successor by merger to 360 Communications Company, the original issuer of 
the senior notes.

The senior notes will be redeemed on April 8, 2005 at a redemption price 
equal to the greater of (a) 100% of the principal amount of the senior notes and 
(b) the sum of the present values of the remaining scheduled payments of 
principal and interest on the senior notes discounted to April 8, 2005 on a 
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at 
the comparable U.S. Treasury rate, plus 30 basis points, plus, in each case, 
accrued and unpaid interest thereon to April 8, 2005. ALLTEL has selected 
Citigroup Global Markets Inc. to determine the comparable U.S. Treasury security 
from which to determine the rate, and CitiGroup Capital Markets Inc. has selected the 1.625% U.S. Treasury due 
February 28, 2006 (CUSIP: 912828CB4). The redemption price will be determined on April 5, 
2005.
 
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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)
  
    
      
 
    
      

      March 7, 2005
 

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