FORM 8-K OF ALLTEL CORPORATION DATED NOVEMBER 1, 2006
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): November 1, 2006
Alltel
Corporation
(Exact
name of Registrant as Specified in its charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
1-4996
|
34-0868285
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
One
Allied Drive, Little Rock, Arkansas 72202
(Address
of Principal Executive Offices, Including Zip Code)
(501)
905-8000
(Registrant’s
Telephone Number, Including Area Code)
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
1.01.
|
Entry
into Material Definitive
Agreement.
|
Effective
November 1, 2006, Alltel Corporation (the “Company”) amended its (i)
Supplemental Executive Retirement Plan (the “SERP”), (ii) 1994 Stock Option Plan
for Nonemployee Directors (the “Nonemployee Director Plan”) and (iii) Executive
Deferred Compensation Plan (October 1, 1993 Restatement) (the “Deferred
Compensation Plan”).
Amendment
to SERP
The
Company’s SERP provides retirement benefits to certain executive officers,
including a supplemental retirement benefit in excess of the benefits provided
under the Company’s qualified and other non-qualified plans, a post-retirement
medical/dental benefit and a change in control benefit. The SERP was amended
to
incorporate changes that have been made to the Company’s qualified and other
nonqualified plans and executive agreements, expressly provide for lump-sum
retirement benefit payments to participants if retirement results from a
termination following a change in control to the extent permitted by Section
409A of the Internal Revenue Code (“Section 409A”) and clarify other change in
control provisions, and incorporate the changes necessary to bring the SERP
into
compliance with current guidance under Section 409A.
A
copy of
the amended and restated SERP is filed as Exhibit 10.1 to this Current Report
on
Form 8-K and incorporated herein by reference.
Amendment
to Nonemployee Director Plan
The
Nonemployee Director Plan provides for grants to individual nonemployee
directors of options to purchase shares of the Company’s common stock, $1.00 par
value (the “Shares”). Under the plan, each nonemployee director automatically
receives an initial grant of an option to purchase Shares on the date he or
she
first becomes a nonemployee director. The Nonemployee Director Plan also
provides for an automatic grant to nonemployee directors of an option to
purchase Shares following the conclusion of each annual meeting of stockholders
(other than to a director who was first elected at the annual
meeting).
The
amended and restated Nonemployee Director Plan increases the number of Shares
underlying the initial one-time option grant from 10,000 to 12,000 Shares and
increases the number of Shares underlying the recurring annual grant following
each of the Company’s annual meetings from 6,500 to 7,800 Shares. The grants
continue to count against the total number of Shares available under the plan.
The amended and restated Nonemployee Director Plan did not increase the maximum
number of Shares available under the plan.
A
copy of
the amended and restated Nonemployee Director Plan is filed as Exhibit 10.2
to
this Current Report on Form 8-K and incorporated herein by
reference.
2
Amendment
to the Deferred Compensation Plan
Prior
to
the amendment, participants under the Deferred Compensation Plan, which is
frozen to new deferrals, who had elected to defer a portion of their
compensation received from the Company generally accrued earnings on their
deferred compensation balances based on a formula that took into account the
book value, market value and cash dividend rate of the Company’s common stock
(the “Earnings Calculation”). The amendment requires participants that accrued
earnings on their deferred compensation balances under the Earnings Calculation
to accrue earnings on their balances based on the prime rate as in effect
immediately after the end of each year, plus 200 basis points.
A
copy of
the Deferred Compensation Plan amendment is filed as Exhibit 10.3 to this
Current Report on Form 8-K and incorporated herein by reference.
3
ITEM
9.01. Financial
Statements and Exhibits
(c)
Exhibits
furnished pursuant to Item 1.01:
Exhibit
10.1 Alltel
Corporation Amended and Restated Supplemental Executive Retirement
Plan
Exhibit
10.2 Alltel
Corporation Amended and Restated 1994 Stock Option Plan For Nonemployee
Directors
Exhibit
10.3 Amendment
to the Alltel Corporation Executive Deferred Compensation Plan (October 1,
1993
Restatement)
4
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Current Report on Form 8-K to be signed on its behalf
by
the undersigned hereunto duly authorized.
ALLTEL
CORPORATION
By: /s/Sharilyn
S. Gasaway
Name:
Sharilyn S. Gasaway
Title: Executive
Vice President-
Chief
Financial Officer
Dated:
November 3, 2006
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EXHIBIT
INDEX
Exhibit
Number Description
Exhibit
10.1 Alltel
Corporation Amended and Restated Supplemental Executive Retirement
Plan
Exhibit
10.2 Alltel
Corporation Amended and Restated 1994 Stock Option Plan For Nonemployee
Directors
Exhibit
10.3 Amendment
to the Alltel Corporation Executive Deferred Compensation Plan (October 1,
1993
Restatement)
6