EX-25.1 6 s4ex251.htm

Exhibit 25.1

to Registration Statement

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

______

 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER THE

TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY

OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)__

________

 

REGIONS BANK

(Exact names of trustees as specified in its charter)

 

 

Alabama State Banking Corporation

(Jurisdiction of incorporation or organization

if not a U.S. national bank)

 

63-0371391

(I.R.S. Employer Identification No.)

 

 

 

417 North 20th Street

Birmingham, Alabama

(Address of principal executive offices)

 

35202

(Zip Code)

     

Robert B. Rinehart

Regions Bank

60 Commerce Street

Montgomery, Alabama 36104

334-230-6120

(Name, address and telephone number

of agent for service)

________

 

CenturyTel, Inc.

(Exact names of obligors as specified in their charters)

Louisiana

(States or other jurisdictions of

incorporation or organization)

 

72-0651161

(I.R.S. Employer Identification Nos)

100 CenturyTel Drive

Monroe, Louisiana

(Address of principal xecutive offices)

 

71203

(Zip Code)

     

7.875% SENIOR NOTES, SERIES L, DUE 2012

(Title of the indenture securities)

 

 


 

Item 1.  

General Information.

   
  Furnish the following information as to the trustee:
   

(a)        Name and address of each examining or supervising authority to which it

 is subject.

 

Federal Reserve Bank of Atlanta, Atlanta, Georgia

Alabama State Banking Department, Montgomery, Alabama.

 

(b)        Whether it is authorized to exercise corporate trust powers.

 

                             Yes

   

Item 2.  

Affiliations with the obligor.

   
 

None. Certain officers and directors of CenturyTel, Inc. (namely, Glen F. Post, III, Chief Executive Officer and Chairman of the Board, and William R. Boles, Jr., Director) act as non-voting regional advisory directors of an affiliate of Regions Bank, Regions Bank of Louisiana. Pursuant to Rule 7a-26 of the Trust Indenture Act of 1939, Regions Bank disclaims the existence or admission of any control relationship arising out of these relationships.

   

Item 16.  

List of exhibits.

   
 

The additional exhibits listed below are filed herewith: (Exhibits, if any, identified in parentheses are on file with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 and Rule 24 of the Commissions Rules of Practice.)

   
    1a. Restated Articles of Incorporation of the Trustee. (Exhibit 1 to Form T-1, Registration No. 22-21909).
       
    1b. Articles of Amendment to Restated Articles of Incorporation of the Trustee. (Exhibit 1b to Form T-1, filed in connection with the Current Report on Form 8-K of BellSouth Telecommunications, Inc. dated October 9, 1997).
       
    2. Not applicable.
       
    3. Authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1, Registration No. 22-21909).
       
    4. Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-60351).
       
    5. Not applicable.
       
    6. Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended.
       
    7. Latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on September 30, 2002.
       
    8. Not applicable.
       
    9. Not applicable.

 

__________

 

 

 

SIGNATURE

 

                        Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Regions Bank, a state banking corporation organized and existing under the laws of the State of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Montgomery and State of Alabama, on the 17th day of January, 2003.

   
   
  REGIONS BANK
   
   
  By:

/s/ Robert B. Rinehart

    Robert B. Rinehart
    Senior Vice President and Corporate
    Trust Manager
     
     
     

 

 

EXHIBIT 6 TO FORM T-1

 

CONSENT OF TRUSTEE

 

 

                        Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issue of senior debt securities by CenturyTel, Inc., we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

   
   
  REGIONS BANK
   
   
  By:

/s/ Robert B. Rinehart

    Robert B. Rinehart
    Senior Vice President and Corporate
    Trust Manager
     
Dated:          January 17, 2003    
     
     
     

 

 

EXHIBIT 7 TO FORM T-1

 

 

CONSOLIDATED REPORT OF CONDITION OF

 

Regions Bank

of 417 North 20th Street, Birmingham, Alabama 35202

and Subsidiaries,

a member of the Federal Reserve System,

 

at the close of business September 30, 2002, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act

     
     

 

 

 

ASSETS

 

 

 

DOLLAR

AMOUNT

IN

THOUSANDS

Cash and balances due from depository institutions:

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

$1,168,540

Interest-bearing balances

 

 

 

8,996

Securities:

 

 

 

 

Held to maturity securities

 

 

 

7,230

Available for sale securities

 

 

 

8,651,549

Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:

 

 

 

 

Federal funds sold and securities purchased under agreements

to resell

 

 

 

20,536

Loans and lease financing receivables:

 

 

 

 

Loans and leases, net of unearned income

 

$32,065,482

 

 

Less: Allowance for loan and lease losses

 

435,798

 

 

Less: Allocated transfer risk reserve

 

0

 

 

Loans and leases, net of unearned income, allowance, and

reserve

 

 

 

31,629,684

Trading assets

 

 

 

0

Premises and fixed assets (including capitalized leases)

 

 

 

591,605

Other real estate owned

 

 

 

52,103

Investments in unconsolidated subsidiaries and associated

companies

 

 

 

127,723

Customers liability to this bank on acceptances outstanding

 

 

 

36,064

Intangible assets:

 

 

 

 

Goodwill

 

 

 

143,900

Other intangible assets

 

 

 

137,475

Other assets

 

 

 

1,047,248

TOTAL ASSETS

 

 

 

$44,144,682

         
         


 

     

 

 

 

LIABILITIES

 

 

 

DOLLAR

AMOUNT

IN

THOUSANDS

Deposits:

 

 

 

 

In domestic offices

 

 

 

$ 28,864,007

Noninterest-bearing

 

$  2,788,819

 

 

Interest-bearing

 

26,075,188

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

3,801,853

Noninterest-bearing

 

0

 

 

Interest-bearing

 

3,801,853

 

 

Federal funds purchased and securities sold under agreements to

repurchase

 

 

 

1,724,523

Trading liabilities

 

 

 

0

Other borrowed money

 

 

 

5,241,668

Bank's liability on acceptances executed and outstanding

 

 

 

36,064

Subordinated notes and debentures

 

 

 

47,028

Other liabilities

 

 

 

609,274

TOTAL LIABILITIES

 

 

 

40,324,417

Minority interest in consolidated subsidiaries

 

 

 

156,824

         

EQUITY CAPITAL

 

 

 

 

Perpetual Preferred Stock and Related Surplus

 

 

 

0

Common stock

 

 

 

103

Surplus

 

 

 

1,052,166

Retained earnings

 

 

 

2,441,834

Accumulated other comprehensive income

 

 

 

169,338

Other equity capital components

 

 

 

0

TOTAL EQUITY CAPITAL

 

 

 

3,663,441

TOTAL LIABILITIES, MINORITY INTEREST AND

EQUITY CAPITAL

 

 

 

$ 44,144,682