-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0/MoU6wn8bqCBsuo38quWsnEcPprkJ8AIS6wsPvtnpFjH5seWjMQsf6ZyxkAJaX otouHegs5OG6oGsfbHJr+Q== 0000018926-05-000056.txt : 20050516 0000018926-05-000056.hdr.sgml : 20050516 20050516100702 ACCESSION NUMBER: 0000018926-05-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050513 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYTEL INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50260 FILM NUMBER: 05831745 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURYTEL DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURYTEL DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 8-K 1 equityunit.txt EQUITY UNITS 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 * * * * * * * * * * * 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. * * * * * * * * * 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 -----END PRIVACY-ENHANCED MESSAGE-----