UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
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CenturyTel,
Inc.
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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ADDITIONAL
DISCLOSURE RELATED TO THE PROXY STATEMENT DATED APRIL 5, 2010
The
following information is provided to shareholders of CenturyTel, Inc.
(“CenturyLink”) entitled to vote at CenturyLink’s 2010 annual meeting of
shareholders scheduled to be held on May 20, 2010, or at any adjournments
thereof (the “Annual Meeting”), to inform such shareholders of certain recent
developments with respect to the company. This document is being
filed with the Securities and Exchange Commission (the “SEC”) on April 29,
2010. This document should be read in conjunction with the proxy
statement of CenturyLink dated April 5, 2010 (the “Proxy
Statement”).
RECENT
DEVELOPMENTS
Proposed
Merger with Qwest Communications International Inc.
On April
21, 2010, CenturyLink entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Qwest Communications International Inc., a Delaware corporation
(“Qwest”), and SB44 Acquisition Company, a Delaware corporation and wholly owned
subsidiary of CenturyLink (“Merger Sub”).
The
Merger Agreement provides for a business combination whereby Merger Sub will
merge with and into Qwest (the “Merger”). As a result of the Merger, the
separate corporate existence of Merger Sub will cease and Qwest will continue as
a wholly-owned subsidiary of CenturyLink. The Boards of Directors of each of
Qwest and CenturyLink have approved the Merger.
Under the
Merger Agreement, at the effective time of the Merger, each outstanding share of
Qwest common stock will be converted into the right to receive 0.1664 shares of
CenturyLink common stock (the “Merger Consideration”). Based on the
closing market price of CenturyLink common stock on April 21, 2010, the Merger
Consideration had a value on such date equal to $6.02 in CenturyLink stock per
Qwest share. It is expected that the Merger will qualify as a tax-free
reorganization for U.S. federal income tax purposes.
At the
effective time of the Merger, based on current data, CenturyLink shareholders
are expected to own approximately 50.5% and Qwest stockholders are expected to
own approximately 49.5% of CenturyLink’s outstanding common stock. As
of December 31, 2009, CenturyLink and Qwest served local markets in 37 states
with approximately 5 million broadband Internet customers and 17 million
telephone access lines.
The
Merger is subject to the approval of the stockholders of Qwest and shareholders
of CenturyLink and other customary closing conditions including among other
things:
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the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended;
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the
effectiveness of a registration statement covering the shares of
CenturyLink common stock to be issued in the
Merger;
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the
approval of the listing on the New York Stock Exchange of the shares of
CenturyLink common stock to be issued in the
Merger;
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the
authorization required to be obtained from the Federal Communications
Commission and from state public service or public utility commissions or
other similar state regulatory bodies;
and
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the
absence of litigation by any governmental entity seeking to prohibit the
Merger or limiting CenturyLink’s ability to control Qwest following the
closing or that could otherwise have a material adverse effect on the
parties.
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For each
of Qwest and CenturyLink, the obligation to close the Merger is also subject
to:
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the
accuracy of representations and warranties of, and compliance with
covenants by, the other party as set forth in the Merger
Agreement.
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The
Merger Agreement provides that CenturyLink and Qwest may mutually agree to
terminate the Merger Agreement before completing the Merger. In
addition, either CenturyLink or Qwest may decide to terminate the Merger
Agreement under a variety of circumstances, including if:
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the
merger is not consummated by April 21, 2011 (subject to extension if both
Qwest’s stockholders and CenturyLink’s shareholders have approved the
Merger but certain other conditions have not been
met);
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a
court or other governmental entity issues a final and nonappealable order
prohibiting the Merger;
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the
CenturyLink shareholders fail to approve the issuance of CenturyLink
common stock in connection with the Merger, or the Qwest stockholders fail
to adopt the Merger Agreement; or
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the
other party breaches its representations, warranties or covenants in the
Merger Agreement in a way that would entitle the party seeking to
terminate the agreement not to consummate the Merger, subject to the right
of the breaching party to cure the
breach.
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Either
party may also terminate the Merger Agreement prior to the shareholder approval
of the other party being obtained, if the board of directors of the other party
withdraws, modifies or proposes publicly to withdraw or modify its approval or
recommendation with respect to the Merger Agreement or approves, recommends or
proposes to approve or recommend any alternative takeover proposal with a third
party.
The
Merger Agreement further provides that, upon termination of the Merger Agreement
under certain circumstances, Qwest may be obligated to pay CenturyLink a
termination fee of $350 million and CenturyLink may be obligated to pay Qwest a
termination fee of $350 million.
Under the
Merger Agreement, CenturyLink has agreed to take all necessary action, effective
upon closing the Merger, to appoint to CenturyLink’s Board of Directors four
members of Qwest’s current Board of Directors, including Qwest’s Chairman and
Chief Executive Officer, Edward A. Mueller. Additional information
about Qwest and its management is included in documents that Qwest has filed
with the SEC, which can be obtained free of charge from the sources indicated
below.
Qwest and
CenturyLink have agreed to customary representations, warranties and covenants
in the Merger Agreement, including, among others, covenants (i) with respect to
the conduct of its business during the period between the execution of the
Merger Agreement and the consummation of the Merger and (ii) to refrain from
engaging in certain kinds of transactions during such period.
The
foregoing descriptions of the Merger and the Merger Agreement do not purport to
be complete and are qualified in their entirety by reference to CenturyLink’s
periodic reports filed with the SEC under the Securities and Exchange Act of
1934 between the date of the Merger Agreement and the Annual Meeting, all of
which can be obtained free of charge from the sources indicated
below. A copy of the Merger Agreement has been filed as an exhibit to
CenturyLink’s Current Report on Form 8-K filed with the SEC on April 27,
2010. The above description of the Merger Agreement and the copy of
the Merger Agreement filed with the SEC have been included to provide investors
with summary information regarding its terms. The Merger Agreement contains
representations and warranties made by and to the parties thereto as of specific
dates. The statements embodied in those representations and warranties were made
for purposes of that contract between the parties and are subject to
qualifications and limitations agreed by the parties in connection with
negotiating the terms of that contract. In addition, certain representations and
warranties were made as of a specified date, may be subject to a contractual
standard of materiality different from those generally applicable to investors,
or may have been used for the purpose of allocating risk between the parties
rather than establishing matters as facts.
Additional
Information About the Merger
As
required under the Merger Agreement, CenturyLink and Qwest plan to file a joint
proxy statement/prospectus with the SEC. INVESTORS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE MERGER AGREEMENT. You will be
able to obtain the joint proxy statement/prospectus, as well as other filings
containing information about CenturyLink and Qwest, free of charge, at the
website maintained by the SEC at www.sec.gov. Copies
of the joint proxy statement/prospectus and the filings with the SEC that will
be incorporated by reference in the joint proxy statement/prospectus can also be
obtained, free of charge, by directing a request to CenturyLink, 100 CenturyLink
Drive, Monroe, Louisiana 71203, Attention: Corporate Secretary, or to Qwest,
1801 California Street, Denver, Colorado 80202, Attention: Shareholder
Relations. The respective directors and executive officers of CenturyLink and
Qwest and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed Merger. Information regarding CenturyLink’s
directors and executive officers is available in the Proxy Statement (which was
filed with the SEC by CenturyLink on April 7, 2010), and information
regarding Qwest directors and executive officers is available in the proxy
statement filed with the SEC by Qwest on March 17, 2010. These documents
can be obtained free of charge from the sources indicated above. Other
information regarding the interests of the participants in the proxy
solicitation will be included in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available. This
additional disclosure document shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
MISCELLANEOUS
INFORMATION
Agenda
for Annual Meeting
There is
no change in the items of business scheduled to be conducted at the Annual
Meeting, nor the CenturyLink Board of Directors’ voting recommendations with
respect thereto, all of which are further described in the Proxy
Statement.
Voting
Information
If you
have previously furnished a proxy for use at the Annual Meeting and you do not
wish to change your vote or revoke your proxy, you do not need to take any
action in connection with this additional disclosure document. If you
have already voted and you wish to change or revoke your proxy, you may do so,
prior to the time the proxy is voted at the Annual Meeting, by giving a written
revocation notice to our Secretary, by delivering timely a new proxy bearing a
later date or by voting in person at the Annual Meeting.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting to
be Held on May 20, 2010
As
permitted by the “notice and access” rules adopted by the SEC, CenturyLink made
the Proxy Statement and its 2009 Review and CEO’s Message, and will make this
additional disclosure document, available electronically via the
Internet. On or about April 7, 2010, CenturyLink mailed to its
shareholders a Notice of Internet Availability of Proxy Materials containing
instructions on how to access these materials and how to vote
online. The Proxy Statement, 2009 Review and CEO’s Message, and this
additional disclosure document are available at www.envisionreports.com/ctl.