As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
CENTURYTEL, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 4813 72-0651161
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of incorporation Classification Code Number) Identification
or organization) Number)
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(318) 388-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
Harvey P. Perry COPY TO:
Executive Vice President, General Counsel Kenneth J. Najder
and Secretary Jones, Walker, Waechter,
CenturyTel, Inc. Poitevent, Carrere & Denegre, LLP
100 Century Park Drive 51st Floor
Monroe, Louisiana 71203 201 St. Charles Avenue
(318) 388-9500 New Orleans, Louisiana 70170-5100
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this registration
statement
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If the only securities being registered on this Form S-3 are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [x]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of each | | Proposed maximum | Proposed maximum |
class of securities | Amount to | offering price | aggregate offering | Amount of
to be registered | be registered(1) | per unit | price | registration fee
==============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock ...................... 750,000 shares $41.34 (2) $31,007,812.50 (2) $8,493.88 (3)
Preference Share Purchase Rights... 750,000 rights -- (4) -- (4) -- (4)
==============================================================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend or similar transaction, the
number of shares and rights registered will be automatically increased in
accordance with Rule 416(a) under the Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act, based on the average
high and low price per share of Common Stock on November 12, 1999.
(3) Pursuant to Rule 429 under the Securities Act, the registration fee of
$8,620.18 for the securities registered hereunder has been offset by
$126.30 of fees previously paid to the Commission relating to securities
that have been registered but have not been issued or sold (as of the
close of business on the date hereof) pursuant to the registration
statement listed below:
<TABLE>
<CAPTION>
Registration Statement No. Amount Registered but Unissued Fee Paid for Unissued Shares
- - -------------------------- ------------------------------ ----------------------------
<S> <C> <C>
no. 333-27165 filed May 15, 1997 32,055 shares $126.30
</TABLE>
Pursuant to Rule 429, this Registration Statement constitutes Post-
Effective Amendment No. 1 to Registration Statement No. 333-27165, and
hereby deregisters all remaining unissued or unsold securities registered
pursuant to that registration statement.
(4) Preference share purchase rights are attached to and trade with the
Common Stock. The value attributable to such Rights, if any, is
reflected in the market price of the Common Stock. Because no separate
consideration is paid for such Rights, the registration fee for such
securities is included in the fee for the Common Stock.
<PAGE>
P R O S P E C T U S
CENTURYTEL, INC.
750,000 Shares of Common Stock
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE SERVICE
----------------------
We are offering to our record shareholders the opportunity to purchase
shares of CenturyTel common stock through our Automatic Dividend
Reinvestment and Stock Purchase Service. The Service provides you with a
convenient method of purchasing common stock at market prices without
having to pay any commissions or charges.
If you elect to participate in the Service, you may have your
CenturyTel cash dividends automatically reinvested in additional shares of
common stock. You may also elect to invest in shares of common stock by
making cash payments of not less than $25 per payment and not more than a
total of $150,000 per calendar year.
To participate in the Service, you must complete, sign and mail an
authorization form to Harris Trust and Savings Bank, Dividend Reinvestment
Department, Post Office Box A 3309, Chicago, Illinois 60690-3309.
Shareholders who do not wish to participate in the Service will receive
cash dividends, as declared.
Under our articles of incorporation, each share of common stock held
by you entitles you to one vote unless you have beneficially owned such
stock continuously since May 30, 1987, in which case you are generally
entitled to ten votes per share until transfer. A preference share
purchase right is attached to and trades with each share of common stock.
CenturyTel's common stock is listed on the New York Stock Exchange (Symbol
"CTL").
----------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is November 19, 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
INFORMATION ABOUT CENTURYTEL, INC. ............................ 3
DESCRIPTION OF THE SERVICE .................................... 3
Purpose .................................................. 3
Advantages ............................................... 3
Administration ........................................... 4
Participation ............................................ 4
Purchases ................................................ 7
Voluntary Investments .................................... 8
Reports to Participants .................................. 9
Dividends on Fractional Shares ........................... 9
Certificates for Shares .................................. 9
Sale, Transfer and Pledging of Shares ................... 10
Partial or Full Withdrawal from the Service ............. 11
Other Information ....................................... 12
USE OF PROCEEDS .............................................. 15
SUMMARY DESCRIPTION OF SECURITIES ............................ 15
Common Stock ............................................ 15
Preferred Stock ......................................... 15
Preference Share Purchase Rights ........................ 16
INDEMNIFICATION OF DIRECTORS AND OFFICERS .................... 17
LEGAL MATTERS ................................................ 18
EXPERTS ...................................................... 18
WHERE YOU CAN FIND MORE INFORMATION .......................... 18
Available Information ................................... 18
Incorporation by Reference .............................. 18
Forward-Looking Statements .............................. 19
----------------------
No person may give any information or make any representations other
than those contained or incorporated by reference in this prospectus in
connection with the offer made hereunder. Prospective investors may only
rely on the information contained in this prospectus. This prospectus is
neither an offer to sell nor a solicitation of an offer to buy securities
by anyone in any jurisdiction where the offer or sale is not permitted.
The information contained in this prospectus is correct only as of the date
of this prospectus, regardless of the time of the delivery of this
prospectus or any sale of these securities.
<PAGE>
INFORMATION ABOUT CENTURYTEL, INC.
We are a regional diversified communications company that is engaged
primarily in providing local and cellular telephone services in 21 states.
We also provide long distance, Internet, security monitoring and business
information services. Our principal executive offices are located at 100
Century Park Drive, Monroe, Louisiana 71203, Telephone: (318) 388-9500.
See "Where You Can Find More Information."
DESCRIPTION OF THE SERVICE
Listed below is a description of our Automatic Dividend Reinvestment
and Stock Purchase Service, which has been in effect since October 15,
1987.
PURPOSE
1. What is the purpose of the Service?
The purpose of the Service is to provide our common shareholders of
record with a convenient and economical opportunity to invest some or all
of their cash dividends and voluntary cash payments in new shares of common
stock at market price, without payment of any brokerage commission or
service charge.
ADVANTAGES
2. What are the advantages of the Service?
You may (a) automatically reinvest some or all of the cash dividends
on your shares of common stock in additional common stock at market price
and (b) make voluntary cash payments to invest in additional common stock
at market price on the terms described in the responses to Questions 7 and
16. You are not required to pay any brokerage commission or service charge
in connection with your purchases under the Service. The Service permits
fractional shares, as well as whole shares, to be credited to your account.
You can avoid the inconvenience and expense of safekeeping certificates for
shares credited to your account under the Service, including those credited
under the optional custodial feature of the Service described below in
response to Question 11. As soon as practicable after each purchase, the
shares acquired will be credited to your account and a statement of account
will be furnished to you to provide simplified record keeping.
We generally expect to directly issue new shares of stock to
participants in exchange for their reinvested cash dividends or voluntary
cash payments. If so, we will receive additional funds for general
corporate purposes. However, we reserve the right to credit participants'
accounts with shares purchased through open market purchases. Under these
circumstances, we will not receive additional funds.
<PAGE>
ADMINISTRATION
3. Who administers the Service?
Harris Trust and Savings Bank will administer the Service, keep
records, send statements of account to you and perform other duties
relating to the Service. Stock purchased under the Service will be
registered in the name of Harris Trust (or its nominee), as agent, and
credited to your account.
PARTICIPATION
4. Who is eligible to participate?
If you are a holder of record of CenturyTel common stock, you are
eligible to participate in the Service. In order to participate if you are
a beneficial owner of CenturyTel common stock that is registered in names
other than your own (for instance, in the name of a broker or nominee), you
must either make appropriate arrangements with your broker, nominee or
other registered holder to participate in the Service, or you must become a
shareholder of record by having shares transferred into your own name.
5. How do I participate?
If you are a holder of record of CenturyTel common stock, you may join
the Service at any time by completing, signing and mailing an authorization
form to Harris Trust. You may obtain an authorization form by either:
* detaching one from the tear-off section of your CenturyTel
dividend check stubs
* contacting Harris Trust in the manner indicated in response to
Question 6
* contacting the Investor Relations Department of CenturyTel at
the address of our principal executive offices listed above, or
by telephoning 1-800-833-1188.
6. Where should I direct correspondence regarding the Service?
All your correspondence concerning the Service should be addressed to:
Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A 3309
Chicago, Illinois 60690-3309
<PAGE>
You may also contact Harris Trust by phone as follows:
Telephone: U.S. 1-800-969-6718
Between 8:30 a.m. and 5:00 p.m. Central Time
Any notice which is required or permitted to be given to you by
CenturyTel or Harris Trust will be deemed to be made when mailed to you at
the most recent address which you have provided to Harris Trust.
7. When will investment of dividends and optional cash payments be made?
If as anticipated we directly issue new shares to participants under
the Service, cash dividends on your shares of common stock will be applied
to your purchase of additional stock on each cash dividend payment date.
If we elect to credit your account with shares purchased in the open
market, Harris Trust will apply promptly all cash dividends received by it
to the purchase of shares. The first reinvestment of your cash dividends
will coincide with the dividend payment date following Harris Trust's
timely receipt of your completed authorization form.
Harris Trust will credit your account with common stock purchased by
you with voluntary cash payments within five business days of Harris
Trust's receipt of such payments. No interest will be paid on voluntary
cash payments held for investment.
The Service does not represent a change in CenturyTel's dividend
policy or a guarantee of future dividends, which will continue to be
subject to the discretion of our Board of Directors and to depend upon
earnings, financial requirements and other factors. As indicated in
response to Question 34, the investment of your dividends or voluntary cash
payments might be delayed under certain circumstances.
8. What does the Authorization Form provide?
The Authorization Form enables you to purchase additional CenturyTel
common stock through the following investment options:
* You may direct Harris Trust and CenturyTel to reinvest the
cash dividends on all CenturyTel common stock registered in your
name.
* You may direct Harris Trust and CenturyTel to reinvest the
cash dividends on less than all of the CenturyTel common stock
registered in your name and to continue to pay to you the cash
dividends on the remaining specified number of shares registered
in your name.
Harris Trust will apply the cash dividends, plus any voluntary cash
payments received from you, to your purchase of additional common stock.
Cash dividends on shares of stock
<PAGE>
credited to your account are always automatically reinvested regardless of
which investment option is selected.
9. How may I change options under the Service?
You may change the number of your registered shares as to which
dividends are reinvested at any time by completing, signing and mailing a
new Authorization Form to Harris Trust. Any such change must be received
by Harris Trust at least 15 days before the record date for a cash dividend
payment.
10. May I elect to make only voluntary cash payments under the Service?
No. Participation in the Service is limited to shareholders who
direct Harris Trust to apply some or all of their cash dividends to the
purchase of additional stock.
11. Does the Service include optional custodial services for other shares
of CenturyTel's common stock?
Yes. At any time after your first dividend reinvestment under the
Service, you may send to Harris Trust, for safekeeping, certificates for
other shares of common stock that you own of record. Harris Trust will
transfer these shares into its name or the name of its nominee to be held
and credited to your account along with those purchased with your cash
dividends and with any additional voluntary cash payments. This convenient
optional custodial service is provided without cost to you and provides
added protection against loss, theft, or destruction of share certificates
held by you.
If you wish to take advantage of this feature of the Service, please
mail your certificates to Harris Trust along with a letter directing Harris
Trust to deposit your shares into your account. We recommend that you send
your certificates by either registered or certified mail, return receipt
requested. Before submitting any shares for safekeeping, you should
consider the following:
* Upon transfer of your shares into Harris Trust's name, all
such shares will be co-mingled with all other shares credited to
your account under the Service. This transfer will be tax-free.
However, to maximize your tax reporting options upon the sale of
your shares held in your account, you may wish to keep internal
records of the tax basis of all shares held in your account. For
further information on the tax effects of any such sale, you
should consult your tax advisor.
* Under our articles of incorporation, shares of CenturyTel
stock held continuously by any of our shareholders since May 30,
1987 generally entitle such shareholder to ten votes per share.
See "Summary Description of Securities." Upon transfer of your
shares into Harris Trust's name under this voluntary feature of
the Service, Harris Trust will be unable to determine if these
shares have been held
<PAGE>
continuously by you since May 30, 1987. In such event, you
would have the burden each year of establishing which of these
shares entitle you to ten votes under our voting procedures. If
you have held any of the shares that you are considering submitting
for safekeeping since May 30, 1987 and you wish to retain your
ability to cast ten votes per share, you are urged to contact us
for additional information regarding the procedures for annually
establishing your enhanced voting power.
12. Will I incur any expenses in connection with purchases under the
Service?
No. All costs of administration of the Service will be paid by us.
However, if you request Harris Trust to sell your shares, you will pay a
brokerage commission and any transfer tax.
PURCHASES
13. When will shares be purchased under the Service?
Cash dividends on common stock and voluntary cash payments will be
applied to the purchase of additional common stock as set forth in the
answer to Question 7.
14. What will be the price of shares purchased under the Service?
If as anticipated we directly issue new shares to you, the price per
share of common stock purchased by you with reinvested dividends will be
the average of the high and low sales prices of common stock on the cash
dividend payment date as published in The Wall Street Journal report of New
York Stock Exchange - Composite Transactions, or, if no trading in the
common stock occurs on such date, on the next preceding date on which
trading occurred. The price per share of common stock directly issued in
exchange for voluntary cash payments will equal such average on the day of
purchase or appropriate preceding date.
As indicated in response to Question 2, we reserve the right to credit
your account with shares acquired through open market purchases. If so,
Harris Trust will purchase shares on or prior to each date that it is
required to credit shares to any participant's account under the Service.
Under these circumstances, your purchase price will be the weighted average
price, excluding brokerage commissions and any other costs of purchase,
paid by Harris Trust for all plan shares purchased by it for all
participants since the previous date that it was obligated to credit shares
to any participants. Harris Trust will determine the timing, market price
and other terms of such purchases, and you will not be able to direct any
such terms. For purposes or making these purchases, Harris Trust may
commingle your cash with that of other participants.
<PAGE>
15. How many shares will be purchased for me?
Your account will be credited with that number of shares (including
fractions computed to three decimal places) equal to the total amount to be
invested, divided by the applicable purchase price (also computed to three
decimal places).
VOLUNTARY INVESTMENTS
16. How does the voluntary cash payment feature work?
A voluntary cash payment is a sum of money, other than your cash
dividends, which you may furnish to Harris Trust for investment in
additional shares of common stock. You may submit voluntary cash payments
in either of the following two ways:
* First, you may mail a check or money order at any time to
Harris Trust at the address indicated in response to Question 6,
along with a payment form that you may detach from any statement
of account or otherwise obtain from Harris Trust. Checks or
money orders should be made payable to Harris Trust. Checks
drawn against non-United States banks must on their face be
payable in United States currency.
* Second, you may authorize Harris Trust to automatically debit
your bank checking or savings account once a month through the
Automatic Clearing House ("ACH") system. To begin making
voluntary investments through the ACH system, you must complete
and mail to Harris Trust an ACH authorization form that you can
detach from any statement of account or otherwise obtain from
Harris Trust. You may modify or cancel your ACH authorization by
furnishing Harris Trust with an updated ACH authorization form.
Please allow Harris Trust up to ten days to process any request
to change the amount of your monthly investment, or up to 30 days
to process all other modifications.
You may not make any single voluntary cash payment of less than $25 or
aggregate voluntary payments that exceed $150,000 per calendar year.
Harris Trust will invest all of your voluntary cash payments within five
business days of receipt to credit additional common stock to your account,
subject to possible delays under the circumstances described in response to
Question 34. No interest will be paid on voluntary cash payments held for
investment.
You have no obligation to make any voluntary cash payments.
17. What happens if my check bounces?
If your check or money order is returned unpaid for any reason, there
will be a $25 service charge. In addition, Harris Trust will consider your
proposed investment of such money null and void and will immediately remove
from your account any shares purchased upon the
<PAGE>
prior credit of your funds. Harris Trust will be entitled to sell shares from
your account to satisfy any uncollected amounts.
18. When will voluntary cash payments be refunded?
Harris Trust will refund your voluntary cash payment, without
interest, if it receives a written request for such refund during normal
working hours at least 48 hours prior to the time your funds would have
otherwise been invested under the Service.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to me?
As soon as practicable after each purchase for your account, the
shares acquired will be credited to your account and you will be furnished
with a statement describing:
* the amount of cash dividends and voluntary cash payments
received by Harris Trust and applied to the purchase of stock for
your account
* the price per share of stock purchased for your account
* the number of whole shares and fractional share interests
acquired for your account
* the total number of whole shares and fractional share
interests held for your account after giving effect to such
purchase.
You should retain these statements for income tax purposes. In
addition, we will furnish you with copies of the same communications that
we send to all of our other shareholders, including Internal Revenue
Service information for reporting dividends.
DIVIDENDS ON FRACTIONAL SHARES
20. Will I receive dividends on fractions of shares held in my account?
Yes. Dividends on all whole and fractional shares credited to your
account will be reinvested in additional shares.
CERTIFICATES FOR SHARES
21. Will certificates be issued for stock purchased under the Service?
Stock purchased under the Service will be registered in the name of
Harris Trust (or its nominee), and certificates for such shares will not be
issued to you unless requested. Certificates
<PAGE>
for any number of whole shares credited to your account will be issued at
any time upon your written request delivered to Harris Trust at the address
shown in the answer to Question 6. Certificates for fractions of shares will
not be issued.
22. In whose name will certificates be registered when issued?
Your account will be maintained in the name in which your certificates
were registered at the time you entered the Service. Consequently,
certificates for whole shares will be similarly registered when issued at
your request.
SALE, TRANSFER AND PLEDGING OF SHARES
23. What happens when I sell or transfer all of the shares registered in
my name?
If you dispose of all of the common shares registered in your name
(those for which you hold certificates), the dividends on the shares
credited to your account will be paid in cash. If Harris Trust does not
receive any specific instructions from you, Harris Trust may, but is not
required to, request instructions from you to determine whether you wish to
withdraw from the Service. If you request withdrawal, Harris Trust will
honor such request, and you will have the same rights as set forth in the
answer to Question 27 below. Harris Trust may terminate your account in
the manner described in response to Question 35.
24. What happens when I sell or transfer a portion of the shares
registered in my name?
If you are reinvesting the cash dividends on all of the common stock
registered in your name and dispose of a portion of such shares, the
dividends on the remaining shares registered in your name and those
credited to your account will continue to be reinvested.
If you are reinvesting the cash dividends on less than all of the
common stock registered in your name and dispose of a portion of such
shares, Harris Trust will continue to reinvest the dividends on the
remainder of such shares (as well as the shares credited to your account)
up to the number of shares originally authorized. For example, if you
authorized Harris Trust to reinvest the cash dividends on 50 shares of a
total of 100 shares registered in your name, and then you disposed of 25
shares, Harris Trust would continue to reinvest the cash dividends on 50 of
the remaining 75 shares. If instead you disposed of 75 shares, Harris
Trust would continue to reinvest the cash dividends on all of the remaining
25 shares.
25. May shares in a service account be pledged?
No. If you wish to pledge shares credited to your account, you must
request that certificates for such shares be issued to you.
<PAGE>
PARTIAL OR FULL WITHDRAWAL FROM THE SERVICE
26. May I sell common stock credited to my account?
Yes. You may sell some or all of the shares of common stock credited
to your account at any time by directing Harris Trust to sell a specified
number of shares in writing. You may not, however, specify the date or
sales price at which your shares may be sold. Any request that fails to
specify the number of shares to be sold, or which designates any sales date
or sales price, will be returned to you with no action taken. Harris Trust
reserves the right to require your signature on such request be guaranteed
by a participant in the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program. Upon completion of the sale, you will receive
a check for the sale proceeds, less any brokerage commission and any
transfer tax.
In selling shares for your account, Harris Trust may combine such
shares with shares of other selling participants, in which case the
proceeds to each participant will be based upon the average sales price of
all shares sold. Sales may be made on any securities exchange to which the
common stock is admitted to trading on such terms as Harris Trust may
determine in its sole and absolute discretion. If you are selling shares,
you should be aware that prices may fluctuate during the period between a
request for a sale, receipt by Harris Trust of the request, and the
ultimate sale. You will bear the risk of a price change. A check for the
proceeds from the sale of shares will be mailed only after settlement of
funds from the brokerage firm. Harris Trust will endeavor to complete any
such sale within 10 business days of the receipt of properly-completed
written directions to sell such shares, unless the sale is curtailed or
suspended as described in response to Question 34 below.
27. How do I fully withdraw from the Service?
You may fully withdraw from the Service at any time by sending a
written withdrawal notice to Harris Trust at the address shown in the
answer to Question 6. If you are enrolled in the ACH investment program,
such withdrawal notice will not be effective until 15 days after the date
of receipt. When you withdraw from the Service, or upon termination of the
Service by us, within 15 days of such withdrawal or termination
certificates for whole shares credited to your account will be issued and a
cash payment will be made for any fraction of a share credited to your
account.
Upon voluntary withdrawal from the Service, you may, if you desire,
request in writing that all whole shares credited to your account be sold
by Harris Trust. If so, Harris Trust will sell such shares on the terms
and conditions described in the response to Question 26. Upon completion
of any such sale, you will receive a check for the net sales proceeds, plus
a cash adjustment representing the value of any fraction of a share then
credited to your account as determined in the manner set forth in the
answer to Question 28 below.
<PAGE>
28. What happens to a fraction of a share when I fully withdraw from the
Service?
When you fully withdraw from the Service, the value of any fraction of
a share credited to your account at the time of withdrawal will be paid in
cash. If you request that the shares credited to your account be sold by
Harris Trust, the amount of this fractional share payment will be
calculated based upon the sale price per share of the whole shares sold as
described in the response to Question 27. If you do not request that the
shares credited to your account be sold, the fractional share payment will
be based on either (i) the closing sale price of the common stock (as
published in The Wall Street Journal report of New York Stock Exchange -
Composite Transactions) on the next business day following the date of
Harris Trust's receipt of your withdrawal request or (ii) in the event
Harris Trust elects to combine and sell fractions of several withdrawing
Participants, the price at which the resulting whole shares are sold.
OTHER INFORMATION
29. What happens if CenturyTel issues a stock dividend, declares a stock
split, issues rights certificates pursuant to our Rights Agreement or
has a rights offering?
Any whole or fractional shares issued in connection with a stock
dividend or stock split by us on shares of common stock held in the Service
for your account will be credited to your account. Stock dividends or
split shares issued on shares registered in your name will be sent directly
to you in the same manner as to shareholders who are not participating in
the Service.
In the event that we issue separate certificates that represent the
preference share purchase rights attached to the common stock pursuant to
our Rights Agreement or pursuant to another rights offering, you will
receive a certificate from us representing the number of rights attached to
all whole shares registered in your name and all whole shares credited to
your account under the Service.
30. How will my shares be voted at meetings of shareholders?
For each meeting of shareholders, you will receive a proxy card which
will enable you to vote all whole shares registered in your name as well as
to direct Harris Trust to vote all whole shares credited to your account.
If the proxy card is returned, properly signed and marked for voting, all
of such shares will be voted as marked. If you vote in person the shares
registered in your name on any matter submitted to a meeting of
shareholders and no other instructions are received by Harris Trust
regarding shares credited to your account, the number of whole shares
credited to your account will be added to the number of shares registered
in your name which are voted on such matter.
31. What are the federal income tax consequences of participation in the
Service?
In general, the federal income tax consequences with respect to
receiving CenturyTel cash dividends will be the same for participants and
non-participants in the Service. A purchase
<PAGE>
of shares with voluntary cash payments under the Service should be treated
for federal income tax purposes as a direct purchase of shares by you.
Under current federal income tax laws, you should not realize any
taxable income when you receive certificates for whole shares credited to
your account under the Service, either upon your request for such
certificates or upon withdrawal from or termination of the Service.
However, if you receive, upon withdrawal from or termination of the
Service, a cash payment for any whole share sold for you by Harris Trust
(or sold by you after withdrawal from the Service), or for a fractional
share then held in your account, you will realize a gain or loss measured
by the difference between the amount of cash which you receive and your tax
basis in such share or fraction credited to your account. For further
information as to tax consequences of participation in the Service, you
should consult with your own tax advisors.
32. What provision is made for shareholders subject to income tax
withholding?
If you are subject to backup withholding of federal income tax, or if
you are a foreign participant whose dividends are subject to U.S. income
tax withholding, an amount equal to the dividends payable to you, less the
amount of tax required to be withheld, will be applied to the purchase of
shares for your account. Any amount required to be withheld will be
treated as a cash dividend paid to you for federal income tax purposes.
33. What is CenturyTel's responsibility and Harris Trust's under the
Service?
CenturyTel and Harris Trust, in administering the Service, will not be
liable for any act done in good faith or for any good faith omission to
act, including, without limitation, any claim or liability arising out of
any of the following:
* the failure to terminate your account upon your death or
incapacity prior to receipt of written notice of your death or
incapacity, accompanied by documentation deemed satisfactory to
Harris Trust and CenturyTel
* the price or prices at which shares are purchased or sold for
your account, or any market price fluctuations after such
purchases or sales are requested or made
* the times when such purchases or sales are made
* the value of the shares acquired and held for your account.
34. When can issuances, purchases or sales of common stock be temporarily
curtailed?
Temporary curtailment or suspension of issuances, purchases or sales
of common stock may be implemented at any time when such transactions could
reasonably be expected to contravene or be restricted by applicable law or
by applicable regulations, interpretations or orders of the Securities and
Exchange Commission, the New York Stock Exchange or any other
<PAGE>
governmental agency or court having jurisdiction over our affairs. Under
such circumstances, the completion of such transactions may be spread over
a longer period than indicated above. In the event any such suspension of
trading results in dividends not being reinvested for 30 days from the
payment thereof or voluntary cash payments not being invested for 30 days
from the receipt thereof, these funds will be refunded automatically to you
without interest.
35. When can Harris Trust terminate my account?
Harris Trust in its sole discretion may terminate your account by
notice in writing made to you at the address shown on Harris Trust's
records. If your account has been terminated by Harris Trust you will,
within 30 days of such termination, receive the number of whole shares
credited to your account, but will not have the right to cause Harris Trust
to sell such shares for your account. In every case of termination of your
account, you will receive in payment for any fractional share interests
credited to your account cash in an amount based on the current market
price of common stock.
36. May the Service be changed or discontinued?
We reserve the right to suspend, modify or terminate the Service in
any manner and at any time. Notice will be sent to you of any suspension,
material modification or termination. Any amendment, modification or
supplement of the Service may include the appointment by us of a successor
agent provided such successor is a bank or trust company organized under
the laws of the United States or any state thereof. We are authorized to
pay to such successor agent for your account all dividends and
distributions payable on shares of common stock authorized to be reinvested
under the Service, which shall be applied by such successor agent as
provided in the Service.
37. What law governs the terms and conditions of the Service?
The terms and conditions of the Service and its operations are
governed by the laws of the State of Illinois.
38. Can the Service be terminated by operation of law?
The delivery by you of a signed authorization form to Harris Trust
shall constitute an appointment of Harris Trust as your agent, which
appointment can be terminated only by terminating your account in the
manner provided in response to Questions 27, 35 and 36 hereof. The
authority conferred by the authorization form shall not be terminated by
operation of law, whether by your death or incapacity, the termination of
any trust, the dissolution of any corporation or the occurrence of any
other event.
<PAGE>
USE OF PROCEEDS
We propose to use the net proceeds from any direct issuance of new
shares to participants, when and as received, for investments in and
advances to our subsidiaries or for other general corporate purposes.
SUMMARY DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 350,000,000 shares of common
stock, of which 139,679,442 shares were outstanding as of October 31, 1999,
and 2,000,000 shares of preferred stock, of which 319,000 shares were
outstanding as of October 31, 1999. Each share of the common stock has
attached to it one preference share purchase right. The following
descriptions of the common stock, the preferred stock and the preference
share purchase rights are qualified in their entirety by reference to the
relevant provisions of the Louisiana Business Corporation Law, our articles
of incorporation (the "Articles"), our bylaws, and our registration
statements filed under the Securities Exchange Act of 1934 pertaining to
our common stock and preference share purchase rights, which have been
incorporated herein by reference. See "Where You Can Find More Information
- - - Incorporation by Reference."
COMMON STOCK
Under our Articles, each share of common stock that has been
beneficially owned by the same person continuously since May 30, 1987
generally entitles the holder thereof to ten votes on all matters duly
submitted to a vote of shareholders. Otherwise, each share entitles the
holder thereof to one vote per share, subject to our right to issue ten-
vote shares in connection with business combinations to the extent
necessary for such transactions to be accounted for as poolings of
interests (which right may only be exercised if certain conditions are
met). Holders of common stock do not have cumulative voting rights. As a
result, the holders of more than 50% of the voting power may elect all of
our directors if they so desire. As of March 8, 1999, the trustee for two
of our employee benefit plans was the record holder of common stock having
approximately 30% of the total voting power of all classes of our capital
stock. The trustee votes these shares in accordance with the instructions
of our employees. Except as set forth below under "Preference Share
Purchase Rights," holders of common stock do not have any pre-emptive
rights to subscribe to any additional capital stock that may we may issue.
PREFERRED STOCK
Under our Articles, the Board of Directors is authorized, without
shareholder action, to issue preferred stock from time to time and to
establish the designations, preferences and relative, optional or other
special rights and qualifications, limitations and restrictions thereof, as
well as to establish and fix variations in the relative rights as between
holders of any one or more series thereof. The authority of the Board of
Directors includes, but is not limited to, the determination or
establishment of each of the following with respect to each series of
preferred stock that may be issued:
<PAGE>
* the designation of such series
* the number of shares initially constituting such series
* the dividend rate and conditions and the dividend preferences,
if any, in respect of the common stock and among the series of
the preferred stock
* whether, and upon what terms, the preferred stock shall be
convertible into or exchangeable for any other of our securities
* whether, and to what extent, holders of shares of a series of
preferred stock will have voting rights
* the restrictions, if any, upon the issue or reissue of any
additional shares of preferred stock
* whether, and on what terms and conditions, the shares may be
redeemed by us (including sinking fund provisions)
* the liquidation preferences, if any, in respect of the common
stock and among the series of the preferred stock.
As of October 31, 1999, 319,000 shares of our Series L preferred stock
were outstanding. At such time, such shares were convertible into a total
of 435,079 shares of common stock. Each holder of Series L preferred stock
is entitled to receive cumulative dividends prior to the distribution or
declaration of dividends in respect of the common stock and is entitled to
vote as a single class with the common stock. Each share of Series L
preferred stock entitles the holder to one vote on all matters duly
submitted to a vote of shareholders. Upon the Company's dissolution or
liquidation, the holders of the Series L preferred stock are entitled to
receive, pro rata with all other such holders, a per share amount equal to
$25.00 plus any unpaid and accumulated dividends thereon. No trading
market has developed for the Series L preferred stock, nor is it likely
that one will develop in the foreseeable future.
PREFERENCE SHARE PURCHASE RIGHTS
Each share of common stock issued hereunder will have attached to it
one preference share purchase right (a "right"), which under certain
circumstances will entitle Participants to purchase from us one one-two
hundred twenty fifth (1/225) of a share of our Series BB Participating
Cumulative Preference Stock at a price of $135, subject to adjustment. The
terms of the rights are set forth in a Rights Agreement dated as of August
27, 1996, as amended, between us and the Rights Agent named therein.
Subject to certain exceptions, the Rights Agreement provides that if, among
other things, any person or group of affiliated or associated persons (an
"acquiring person") acquires or obtains the right to acquire beneficial
ownership of 15% or more of the outstanding shares of common stock, then
proper provision will be made so
<PAGE>
that each holder of a right, other than rights beneficially owned by an
acquiring person (which will become void), will thereafter be entitled to
receive, upon payment of the applicable purchase price, that number of shares
of common stock having a market value at the time of the transaction equal to
two times such purchase price.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law empowers us to
indemnify any of our directors, officers, employees or agents against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
action, suit or proceeding to which he is or was a party or is threatened
to be made a party (including any action by or in our right) if such action
arises out of his acts on our behalf and he acted in good faith not opposed
to our best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
We have the power to obtain and maintain insurance, or to create a form of
self-insurance, on behalf of any person who is or was acting for us,
regardless of whether we have the legal authority to indemnify the insured
person against such liability.
Article II, Section 10 of our by-laws provides for mandatory
indemnification for our current or former directors and officers to the
fullest extent permitted by Louisiana law.
Our Articles authorize us to enter into contracts with directors and
officers providing for indemnification to the fullest extent permitted by
law. We have entered into indemnification contracts providing contracting
directors or officers the procedural and substantive rights to
indemnification currently set forth in Article II, Section 10 of our By-
laws ("indemnification contracts"). The right to indemnification provided
by an indemnification contract applies to all covered claims, whether such
claims arose before or after the effective date of the contract.
We maintain an insurance policy covering the liability of our
directors and officers for actions taken in their official capacity. The
indemnification contracts provide that, to the extent insurance is
reasonably available, we will maintain comparable insurance coverage for
each contracting party as long as he serves as an officer or director and
thereafter for so long as he is subject to possible personal liability for
actions taken in such capacities. The indemnification contracts also
provide that if we do not maintain comparable insurance, we will hold
harmless and indemnify a contracting party to the full extent of the
coverage that would otherwise have been provided for his benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933, and is therefore unenforceable.
<PAGE>
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon
for us by Jones, Walker, Waechter, Poitevent, Carr<e`>re & Den<e`>gre,
L.L.P., New Orleans, Louisiana, our special counsel.
EXPERTS
Our consolidated financial statements and related financial statement
schedules as of December 31, 1998 and 1997, and for each of the years in
the three-year period ended December 31, 1998, are included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 1998
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
We file reports and other information with the Securities and Exchange
Commission (the "Commission"). You may read and copy that information at
the public reference room of the Commission at 450 Fifth Street, NW,
Washington, D.C. 20549. You may call the Commission at 1-800-SEC-0330 for
more information about the public reference room. The Commission also
maintains a Web site that contains reports and other information regarding
issuers, like us, that file electronically with the Commission
(http://www.sec.gov). Our common stock is listed on the New York Stock
Exchange and you may obtain similar information about us at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to
you by referring to documents on file with the Commission. We incorporate
into this Prospectus the following documents that we have filed with the
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"):
* Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
* Our Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1999, June 30, 1999 and September 30, 1999.
* Our Current Reports on Form 8-K filed April 30, 1999, May 28
,1999, July 29, 1999, August 25, 1999, and November 2, 1999;
both Current Reports on Form 8-
<PAGE>
K filed on February 26, 1999; and both Current Reports on
Form 8-K filed on July 9, 1999.
* Our Registration Statement pertaining to our common stock
filed under the Exchange Act, as amended and restated on Form 8-
A/A filed on November 19, 1999.
* Our Registration Statement pertaining to our preference share
purchase rights filed under the Exchange Act, as amended and
restated on Form 8-A/A filed on November 19, 1999.
* All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of the
offering of shares hereunder.
This prospectus omits certain information contained in the
Registration Statement on Form S-3 that we filed with the Commission on
November 19, 1999. You may inspect and copy the Registration Statement and
any of its amendments, including exhibits filed as a part it, as set forth
above. In addition, we will provide to each person, including any
beneficial owner, to whom a prospectus is delivered without charge upon
written or oral request a copy of any or all information that has been
incorporated by reference into the Registration Statement (other than
exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that the Registration
Statement incorporates). You may request copies by writing or telephoning
us at: CenturyTel, Inc.; 100 Century Park Drive; Monroe, Louisiana 71203;
Attention: Harvey P. Perry, Executive Vice President, General Counsel and
Secretary; telephone number: (318) 388-9500.
Any statements made in this prospectus or in a document incorporated
by reference in this prospectus will be deemed to be modified or superseded
to the extent that a statement contained in this prospectus or in any other
subsequently filed incorporated document modifies or supersedes the
statement.
FORWARD-LOOKING STATEMENTS
Some of the statements made in the documents incorporated by reference
in this prospectus are forward-looking statements which are subject to
uncertainties that could cause our actual results to differ materially from
such statements. These uncertainties are described in our above-referenced
Annual Report on Form 10-K. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to update any of our forward-looking
statements for any reason.
* * * * * * * * * *
<PAGE>
===============================================================================
CENTURYTEL, INC.
----------------------
PROSPECTUS
----------------------
----------------------
COMMON STOCK
----------------------
----------------------
AUTOMATIC DIVIDEND
REINVESTMENT AND
STOCK PURCHASE SERVICE
----------------------
NOVEMBER 19, 1999
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses payable by the Company in connection
with the issuance and distribution of the common stock registered hereunder
are as follows:
Registration Fee ......................... $ 8,494
Printing Expenses ........................ 5,000
Legal Fees and Expenses .................. 10,000
Accounting Fees and Expenses ............. 4,000
Miscellaneous ............................ 1,506
Total .............................. $ 29,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law provides in part
that we may indemnify any of our directors, officers, employees or agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with any action, suit or proceeding to which he is or was a party or is
threatened to be made a party (including any action by or in our right) if
such action arises out of his acts on our behalf and he acted in good faith
not opposed to our best interests, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
We have the power to obtain and maintain insurance, or to create a form of
self-insurance, on behalf of any person who is or was acting for us,
regardless of whether we have the legal authority to indemnify the insured
person against such liability.
Article II, Section 10 of our by-laws (the "Indemnification By-law")
provides for mandatory indemnification for our current or former directors
and officers to the fullest extent permitted by Louisiana law.
Our Articles of Incorporation authorize us to enter into contracts
with directors and officers providing for indemnification to the fullest
extent permitted by law. We have entered into indemnification contracts
providing contracting directors or officers the procedural and substantive
rights to indemnification currently set forth in the Indemnification By-law
("indemnification contracts"). The right to indemnification provided by an
indemnification contract applies to all covered claims, whether such claims
arose before or after the effective date of the contract.
<PAGE>
We maintain an insurance policy covering the liability of our
directors and officers for actions taken in their official capacity. The
indemnification contracts provide that, to the extent insurance is
reasonably available, we will maintain comparable insurance coverage for
each contracting party as long as he serves as an officer or director and
thereafter for so long as he is subject to possible personal liability for
actions taken in such capacities. The indemnification contracts also
provide that if we do not maintain comparable insurance, we will hold
harmless and indemnify a contracting party to the full extent of the
coverage that would otherwise have been provided for his benefit.
ITEM 16. EXHIBITS.
The exhibits to this registration statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
immediately preceding do not apply if the registration statement
is on Form S-3 or Form S-8, and if the information required to be
included in a post-effective amendment by
<PAGE>
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
* * * * * * * * * *
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monroe, State of Louisiana, on
November 18, 1999.
CENTURYTEL, INC.
By: /S/ Glen F. Post, III
--------------------------------
Glen F. Post, III
Vice Chairman of the Board of
Directors, President, and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Clarke M. Williams, Glen
F. Post, III and Harvey P. Perry, or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorney-
in-fact and agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ Clarke M. Williams Chairman of the Board November 18, 1999
- - ------------------------- of Directors
Clarke M. Williams
<PAGE>
/S/ Glen F. Post, III Vice Chairman of the Board November 18, 1999
- - ------------------------- of Directors, President and
Glen F. Post, III Chief Executive Officer
/S/ R. Stewart Ewing, Jr. Senior Vice President and Chief November 18, 1999
- - ------------------------- Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
/S/ Neal A. Sweasy Vice President and Controller November 18, 1999
- - ------------------------- (Principal Accounting Officer)
Neal A. Sweasy
/S/ Harvey P. Perry Director November 18, 1999
- - -------------------------
Harvey P. Perry
/S/ W. Bruce Hanks Director November 18, 1999
- - -------------------------
W. Bruce Hanks
/S/ William R. Boles, Jr. Director November 18, 1999
- - -------------------------
William R. Boles, Jr.
/S/ Virginia Boulet Director November 18, 1999
- - -------------------------
Virginia Boulet
/S/ Ernest Butler, Jr. Director November 18, 1999
- - -------------------------
Ernest Butler, Jr.
/S/ Calvin Czeschin Director November 18, 1999
- - -------------------------
Calvin Czeschin
/S/ James B. Gardner Director November 18, 1999
- - -------------------------
James B. Gardner
/S/ R. L. Hargrove, Jr. Director November 18, 1999
- - -------------------------
R. L. Hargrove, Jr.
<PAGE>
Director
- - -------------------------
Johnny Hebert
/S/ F. Earl Hogan Director November 18, 1999
- - -------------------------
F. Earl Hogan
/S/ C. G. Melville, Jr. Director November 18, 1999
- - -------------------------
C. G. Melville, Jr.
/S/ Jim D. Reppond Director November 18, 1999
- - -------------------------
Jim D. Reppond
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- - ----------- -----------
4.1 Amended and Restated Articles of Incorporation of the Company,
Article III of which describes the rights of the holders of
common stock (incorporated by reference to Exhibit 3(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
4.2 Rights Agreement dated as of August 27, 1996 between the Company
and Harris Trust and Savings Bank (as successor to Society
National Bank), as Rights Agent (incorporated by reference to
Exhibit 1 of the Company's Current Report on Form 8-K filed
August 30, 1996), as amended by Amendment No. 1 to Rights
Agreement, dated May 25, 1999 (incorporated by reference to
Exhibit 4.2(ii) to the Company's Current Report on Form 8-K dated
May 25, 1999).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
registration statement).
EXHIBIT 5
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE L.L.P.
November 19, 1999
CenturyTel, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
RE: Registration Statement on Form S-3
CenturyTel, Inc. ("CenturyTel")
Gentlemen:
We have acted as CenturyTel's special counsel in connection with the
preparation of the registration statement on Form S-3 (the "Registration
Statement") filed by CenturyTel with the Securities and Exchange Commission
(the "Commission") on the date hereof relating to the registration of
750,000 shares of CenturyTel's common stock, par value $1.00 per share, and
the accompanying preference share purchase rights (the "Registered
Securities"). In connection with rendering the opinions expressed below,
we have examined original, photostatic or certified copies of (i) the
resolutions adopted by the Board of Directors of CenturyTel at a meeting
held on November 18, 1999 (the "November 1999 Resolutions") and (ii) such
organizational documents and rights agreements of CenturyTel, such
certificates of CenturyTel's officers and public officials, and such other
records and documents as we have deemed relevant. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents.
Based upon the foregoing and subject to the following qualifications
and comments, we are of the opinion that the proposed issuance of the
Registered Securities has been duly authorized by CenturyTel's Board of
Directors and the Registered Securities will, when issued in accordance
with the terms and conditions of the November 1999 Resolutions and the
Registration Statement, be validly issued.
<PAGE>
CenturyTel, Inc.
November 19, 1999
Page 2
The opinions rendered herein are specifically limited to currently
applicable United States federal law and the laws of the State of Louisiana
as they relate to the opinions expressed herein. We are members of the bar
of the State of Louisiana and have neither been admitted to nor purport to
be experts on the laws of any other jurisdiction. We express no opinion as
to the application of the securities or blue sky laws of the various states
to the offer or sale of any Registered Securities.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming
a part thereof under the caption "Legal Matters." In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
general rules and regulations of the Commission.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ Kenneth J. Najder
--------------------------------
Kenneth J. Najder
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CenturyTel, Inc.
We consent to the use of our report dated January 28, 1999, except as to
Note 21, which is as of February 23, 1999, related to the consolidated
financial statements and related financial statement schedules of
CenturyTel, Inc. as of December 31, 1998 and 1997, and for each of the
years in the three-year period ended December 31, 1998, incorporated herein
by reference and to the reference to our firm under the heading "Experts"
in the prospectus constituting part of the Registration Statement on Form
S-3 of CenturyTel, Inc. relating to the issuance of up to 750,000 shares of
Common Stock and accompanying Preference Share Purchase Rights pursuant to
the Automatic Dividend Reinvestment and Stock Purchase Service of
CenturyTel, Inc.
/S/ KPMG
KPMG LLP
Shreveport, Louisiana
November 19, 1999
