-----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, CLtxmPW/qqnB4JaQIslhq6jsoaYWU9wexsIr+FW7sDQraxFohUqQnHl4Vfaj1Tn8 sq4UFBjeTZOadpXDhGKJXA== 0000018926-05-000097.txt : 20051212 0000018926-05-000097.hdr.sgml : 20051212 20051212153811 ACCESSION NUMBER: 0000018926-05-000097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051208 FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CZESCHIN CALVIN CENTRAL INDEX KEY: 0001202821 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07784 FILM NUMBER: 051258098 MAIL ADDRESS: STREET 1: 207 EAST 4TH ST CITY: MOUNTAIN HOME STATE: AR ZIP: 72654 ISSUER: 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 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 4 1 cze416.xml X0202 4 2005-12-08 0 0000018926 CENTURYTEL INC CTL 0001202821 CZESCHIN CALVIN 207 EAST 4TH ST. MOUNTAIN HOME AR 72653 1 0 0 0 Common Stock 313256.00 D Common Stock 11997.00 I By Spouse Contract (right to sell) 2005-12-08 4 J 0 300000 0 D 2006-01-19 2006-01-19 Common Stock 300000.00 0.00 D Contract (right to sell) 2005-12-08 4 J 0 310000 0 A 2007-02-15 2007-02-15 Common Stock 310000.00 310000.00 D Director Stock Option (right to buy) 29.06 2003-05-10 2012-05-10 Common Stock 4000.00 4000.00 D Director Stock Option (right to buy) 32.18 2004-05-09 2013-05-09 Common Stock 6000.00 6000.00 D Director Stock Option (right to buy) 29.70 2005-05-07 2014-05-07 Common Stock 6000.00 6000.00 D On November 18, 2002, the Reporting Person entered into a variable share prepaid forward contact with an unaffiliated third party relating to 300,000 shares of CenturyTel, Inc. common stock (the "Common Stock"). Under the contract, in exchange for a cash payment of $7,675,716.20, the Reporting Person agreed to deliver a number of shares of Common Stock on the third business day after January 19, 2006 (the "Maturity Date") (or an earlier date if the contract is terminated early) pursuant to the following formula: (i) if the closing price of a share of the Common Stock on the Maturity Date (the "Settlement Price") is less than or equal to $29.8515 (the "Downside Protection Threshold Price"), 300,000 shares; (ii) if the Settlement Price is less than $35.8218 (the "Threshold Appreciation Price"), but greater than the Downside Protection Threshold Price, then a number of shares equal to 300,000 shares times the Downside Protection Thresh old Price divided by the Settlement Price; or (iii) if the Settlement Price is greater than or equal to the Threshold Appreciation Price, then a number of shares equal to 300,000 shares multiplied by a fraction which is equal to 1 minus a fraction, the numerator of which is the difference between the Threshold Appreciation Price and the Downside Protection Threshold Price and the denominator of which is the Settlement Price. Alternatively, the Reporting Person had the option to settle the contract for cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Settlement Price. On December 8, 2005, the Reporting Person and the unaffiliated third party agreed to cancel this contract and enter into a new variable share prepaid forward contract. The restructured contract relates to 310,000 shares of Common Stock and did not involve a payment by either party. Under the restructured contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third business day after February 15, 2007 (the "Maturity Date") (or an earlier date if the contract is terminated early) pursuant to the following formula: (i) if the closing price of a share of the Common Stock on the Maturity Date (the "Settlement Price") is less than or equal to $32.6192 (the "Downside Protection Threshold Price"), 310,000 shares; (ii) if the Settlement Price is less than $39.1435 (the "Threshold Appreciation Price"), but greater than the Downside Protection Threshold Price, then a number of shares equal to 310,000 shares times the Downside Protection Threshold Price divided by the Settlement Price; or (iii) if the Settlement Price is greater than or equal to the Threshold Appreciation Price, then a number of shares equal to 310,000 shares multiplied by a fraction which is equal to 1 minus a fraction, the numerator of which is the difference between the Threshold Appreciation Price and the Downside Protection Threshold Price and the denominator of which is the Settlement Price. Alternatively, the Reporting Person has the option to settle the contract for cash, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Settlement Price. By: Kay C. Buchart, Attorney-In-Fact 2005-12-12 -----END PRIVACY-ENHANCED MESSAGE-----