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): 
August 10, 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, 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:






    o
     
    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 1.01 Entry into a Material 
Definitive Agreement



On August 10, 2005, Alltel Corporation ("Alltel") announced that its 
subsidiary, Western Wireless International Austria Corporation, had entered into 
a definitive agreement to sell its Austrian business, tele.ring Telekom Service 
GmbH, to T-Mobile Austria GmbH, a subsidiary of Deutsche Telekom, for 
approximately $1.6 billion at current exchange rates. The price is subject to 
downward adjustment if, among other things, certain operating performance 
targets are not met. Completion of the transaction is conditioned, among other 
things, on approval from the European Commission and the Austrian 
telecommunications regulator.

The foregoing description of the share purchase agreement does not purport to 
be complete and is qualified in its entirety by reference to the share purchase 
agreement, which is attached as Exhibit 2 and made a part of this filing. A copy 
of Alltel's press release announcing the agreement to sell the Austrian business 
is attached hereto as Exhibit 99(a) and made a part of this filing.
Item 9.01 Financial Statements and Exhibits
(c)    Exhibits


                     2
     
    Share Purchase 
    Agreement dated as of August 10, 2005 between T-Mobile Austria GmbH, 
    T-Mobile Global Holdings GmbH, and Western Wireless International Austria 
    Corporation.


     
     
     


    


                 99(a)
     
    Press Release, 
    dated August 10, 2005 of Alltel Corporation.


     
     
     


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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)


     

     
    August 10, 2005






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EXHIBIT INDEX 


 







    Exhibit
     
     






    
    Number
     
    
    Description of Exhibits






     
     
     






      2
     
    Share Purchase 
    Agreement dated as of August 10, 2005 between T-Mobile Austria GmbH, 
    T-Mobile Global Holding GmbH, and Western Wireless International Austria 
    Corporation.






     
     
     






    


  99(a)
     
    Press Release, 
    dated August 10, 2005 of Alltel Corporation.






     
     
     











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