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 30, 2002
CenturyTel, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 5. Other Events
On April 30, 2002, the Company issued the following press release.
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
April 30, 2002 Tony Davis 318.388.9525
tony.davis@centurytel.com
CenturyTel Announces Equity Units Offering
Monroe, LA. . . CenturyTel, Inc. (NYSE Symbol: CTL) announced today that it
has completed the pricing of an underwritten public offering of $500 million of
Equity Units. CenturyTel intends to use the net proceeds from the issuance of
the Equity Units to fund a portion of its previously announced access line
acquisitions from Verizon Communications.
The Equity Units were priced at $25 and consist of CenturyTel senior
unsecured notes with a principal amount of $25 and a contract to purchase shares
of CenturyTel common stock in May 2005. The senior notes will mature in May
2007. The total distributions on the Equity Units will be at an annual rate of
6.875%, consisting of interest and contract adjustment payments. The stock
purchase contract will require the holder to purchase a number of shares of
CenturyTel common stock in May 2005, based on a range of prices between $28.60
and $36.00. This range reflects 95% of the closing price of CenturyTel common
stock on the New York Stock Exchange on April 29, 2002, and a 19.6% premium over
that closing price. The stock purchase contract will require the pledge of the
senior notes as collateral for the stock purchase obligation.
Goldman, Sachs & Co. is the book-running lead manager for this offering.
CenturyTel has granted the underwriter an option to purchase an additional
$75 million of Equity Units to cover over-allotments.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be any
sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering may only be
made by means of a prospectus and a related prospectus supplement, copies of
which may be obtained when available from Goldman, Sachs & Co., at 85 Broad
Street, New York, New York.
CenturyTel, Inc. provides integrated communications services including
local exchange, wireless, long distance, Internet access and security monitoring
services to more than three million customers in 21 states. The company,
headquartered in Monroe, Louisiana, is publicly traded on the New York Stock
Exchange under the symbol CTL. CenturyTel is the eighth largest local exchange
telephone company, based on access lines, in the United States.
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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.
By: /s/ Neil A. Sweasy
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Neil A. Sweasy
Vice President and Controller