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)
April 4, 2005
Commission file number 1-7784
CENTURYTEL, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-0651161
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 CenturyTel Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (318) 388-9000
* * * * * * * *
Item 8.01 Other Events
In our Form 8-K report filed on October 28, 2004 and our Form 10-Q report
for the quarter ended September 30, 2004, we disclosed our intention to
undertake transactions mitigating the dilutive impact of settling our
outstanding equity units in stock on their settlement date of May 16, 2005. On
January 21, 2005, we filed preliminary consent solicitation materials with the
Securities and Exchange Commission describing our plans to solicit consents to
permit us to settle our outstanding equity units in cash in lieu of stock.
Following conversations with the SEC's staff, we have elected not to pursue our
proposed consent solicitation, principally due to the lack of time to
restructure the solicitation in a manner that would accommodate comments raised
by the SEC's staff. We intend to review alternative transactions designed to
mitigate the dilutive impact of issuing stock pursuant to our equity units
on May 16, 2005, including possible purchases of equity units and a potential
accelerated share repurchase program.
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.
CenturyTel, Inc.
Dated: April 4, 2005 By: /s/ Neil A. Sweasy
______________________
Neil A. Sweasy
Vice President and Controller