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)
May 13, 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
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Item 8.01 OTHER EVENTS
The following press release was issued on May 13, 2005.
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
May 13, 2005 Media: Annmarie Sartor 318.388.9671
annmarie.sartor@centurytel.com
Investors: Tony Davis 318.388.9525
tony.davis@centurytel.com
CenturyTel Prepares to Settle Equity Units
MONROE, LA. . . . CenturyTel, Inc. (NYSE Symbol: CTL) announced today that it
will issue approximately 12.9 million shares of common stock on May 16, 2005 in
exchange for approximately $398.2 million of net proceeds in full settlement of
its obligations under the equity units that it publicly sold in May 2002 (NYSE:
CTLPrA). Based on a pricing formula agreed to in 2002, each of the approximately
15.9 million outstanding equity units will entitle the holder to receive 0.8088
of a share of CenturyTel common stock on May 16, 2005.
To mitigate dilution from the May 16 stock issuances, CenturyTel's board has
authorized the Company to enter into accelerated share repurchase agreements
with designated investment banks to repurchase up to 12.9 million shares of its
outstanding common stock. CenturyTel also retains authority to purchase common
stock between now and the date it initiates its accelerated share program under
its $200 million repurchase program announced in February 2005, of which
approximately $140 million remained available as of March 31, 2005.
CenturyTel intends to initiate its accelerated share program no later than May
31, 2005. Upon initiation of the program, CenturyTel expects to purchase enough
shares to offset the number to be issued on May 16, 2005. CenturyTel intends to
fund its repurchases principally with the net proceeds that it will receive from
the equity unit holders on May 16, 2005.
After they sell shares to CenturyTel, the Company's investment banks will
purchase an equivalent amount of CenturyTel shares in the open market over the
next several months. Upon completion of these repurchases, CenturyTel
anticipates that it may receive from, or be required to pay, the investment
banks a price adjustment based principally upon the actual cost of the shares
repurchased by the investment banks. CenturyTel expects to announce the final
terms of its accelerated share repurchases after they have been completed.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy any securities.
This press release includes certain forward-looking statements. Actual results
may differ materially from those in the forward-looking statements. Factors that
could affect actual results include but are not limited to the possibility of
unforeseen near-term cash requirements, the inability to agree upon accelerated
share repurchase agreements with investment banks on terms acceptable to
CenturyTel, changes in the trading price of CenturyTel's securities, changes in
general market, economic or industry conditions impacting the ability or
willingness of the Company to repurchase stock, or other risks referenced from
time to time in the Company's filings with the Securities and Exchange
Commission. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
CenturyTel, Inc. (NYSE: CTL) provides a full range of local, long distance,
Internet and broadband services to consumers in 22 states. Included in the S&P
500 Index, CenturyTel is a leading provider of integrated communications
services to rural areas and small to mid-size cities in the United States. Visit
CenturyTel at www.centurytel.com.
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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.
CenturyTel, Inc.
Dated: May 16, 2005 By: /s/ Neil A. Sweasy
______________________
Neil A. Sweasy
Vice President and Controller