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)
February 14, 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
On February 14, 2005, we completed our previously-announced public sale
of $350 million aggregate principal amount of 5% Senior Notes, Series M, due
2015. On February 15, 2005, we completed our previously-announced remarketing of
approximately $460 million aggregate principal amount of Senior Notes, Series J,
due 2007, and, in connection therewith, we purchased approximately $399 million
of such Series J Notes. The net effect of these transactions reduced our total
indebtedness by approximately $49 million. For additional information, please
see our press releases dated February 9, 2005 and February 11, 2005 and certain
other related transaction documents listed below in Item 9.01 as exhibits.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated February 9, 2005, by
and among us and the underwriters named therein,
relating to the sale of our 5% Senior Notes, Series
M, due 2015
1.2 Price Determination Agreement, dated February 9,
2005, by and among us and the underwriters named
therein, relating to the sale of our 5% Senior
Notes, Series M, due 2015
1.3 Remarketing Agreement, dated as of February 2,
2005, by and among us and the remarketing agents
named therein, relating to the remarketing of our
Senior Notes, Series J, due 2007
1.4 Supplemental Remarketing Agreement, dated as of
February 2, 2005, by and among us and the
remarketing agents named therein, relating to the
remarketing of our Senior Notes, Series J, due 2007
4.1 Third Supplemental Indenture, dated as of February
14, 2005, by and among us and Regions Bank, as
trustee, establishing the terms of our 5% Senior
Notes, Series M, due 2015
4.2 Form of our 5% Senior Notes, Series M, due 2015
(included in Exhibit 4.1 above)
99.1 Press Release dated February 9, 2005, relating to
the sale of our 5% Senior Notes, Series M, due 2015
99.2 Press Release dated February 11, 2005, relating to the
remarketing of our Senior Notes, Series J, due 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
CenturyTel, Inc.
By: /s/ Neil A. Sweasy
---------------------
Neil A. Sweasy
Vice-President and Controller
Dated: February 15, 2005