SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
To Registration Statement on Form 8-A
filed August 30, 1996, relating to
Preference Share Purchase Rights
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTURYTEL, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0651161
(State of incorporation) (I.R.S. Employer
or organization) Identification Number)
100 CENTURY PARK DRIVE, MONROE, LOUISIANA 71203
(Address of principal executive offices) (Zip Code)
Securities registered hereunder pursuant to Section 12(b) of the Act:
Title of each class Name of each exchabge
so registered on which each class is registered
------------- ---------------------------------
Preference Share Purchase Rights New York Stock Exchange
Berlin Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is to become effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
- -------
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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This Amendment No. 1 to our Form 8-A amends and restates the
description of our preference share purchase rights in "plain English."
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 27, 1996, we adopted a Rights Agreement. We amended the
Rights Agreement on May 25, 1999 to adjust the number of preference
shares purchasable upon exercise of the rights, increase the exercise
price and make other technical changes reflecting our three-for-two stock
splits effected in March 1998 and March 1999. If the rights become
exercisable, each right will entitle its holder to purchase one two-
hundred twenty-fifth (1/225) of a share of our Series BB Participating
Cumulative Preference Stock at an exercise price of $135 per unit,
subject to further adjustment and certain exceptions noted below. Our
Rights Agreement is designed to deter abusive takeover tactics and to
encourage prospective acquirors to negotiate with the Board rather than
to attempt a hostile takeover. The discussion below describes the Rights
Agreement but is not complete. You should read it together with the
Rights Agreement, which is incorporated by reference as an exhibit to
this Amendment No. 1
ISSUANCE OF RIGHTS
Under our Rights Agreement, we will issue one preference share
purchase right for each outstanding share of common stock, including any
shares issued after the date of this Amendment No. 1 but before the
rights may become exercisable.
INITIAL STATUS OF THE RIGHTS
The rights are not exercisable immediately. Instead, the rights
attach to and trade with all outstanding shares of common stock. The
rights will separate from the common stock and become exercisable upon
the earlier of:
* the tenth day following a public announcement that a person
or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of our outstanding common
stock (an "acquiring person"); or
* the tenth business day, or any later date as determined by
the Board prior to the time that any person or group becomes an
acquiring person, following the commencement of or announcement
of an intention to make a tender offer or exchange offer that,
if consummated, would result in the person or group becoming
the beneficial owner of 15% or more of our outstanding common
stock.
EVIDENCE OF RIGHTS
Until the rights become exercisable, are redeemed or exchanged, or expire:
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* the rights will be evidenced by and transferred with the common stock
certificates;
* new common stock certificates issued after September 30, 1996 will
contain a notation incorporating the Rights Agreement by reference;
and
* any surrender for transfer of any common stock certificates will
also constitute the transfer of the rights associated with the
common stock.
As soon as practicable after the rights become exercisable, we will
mail rights certificates to the common shareholders that are eligible to
receive rights. After we mail them, the separate rights certificates
alone will represent the rights.
TERM OF RIGHTS
The rights will expire on November 1, 2006, unless we extend this
date or redeem or exchange the rights as described below.
EXERCISE AFTER SOMEONE BECOMES AN ACQUIRING PERSON
After any person or group becomes an acquiring person, each holder
of a right will be entitled to receive upon exercise that number of
shares of common stock having a market value of two times the exercise
price of the right. However, this right will not apply to an acquiring
person, whose rights will be void.
Upon the occurrence of certain events after someone becomes an
acquiring person, each holder of a right will be entitled to receive
common stock of the acquiring company having a market value equal to two
times the exercise price of the right. These rights will arise only if
after a person or group becomes an acquiring person:
* we consolidate with, or merge with or into, any other person;
* any person consolidates with us, or merges with us and we are the
continuing or surviving corporation of the merger and, in connection
with the merger, all or part of CenturyTel's common stock are
changed into or exchanged for cash, new securities or any other
property; or
* we sell or otherwise transfer 50% or more of our assets or earning
power.
ADJUSTMENT
The exercise price and the number of preference shares or other
securities or property issuable upon exercise of the rights are subject
to adjustment from time to time to prevent certain types of dilution. We
are not obligated to issue fractional preference shares. If we decide
not to issue fractional preference shares, we will make a cash adjustment
based on the market price of the preference shares prior to the date of
exercise.
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EXCHANGE AND REDEMPTION
After a person or group becomes an acquiring person, we may exchange
the rights, in whole or in part, for common stock at an exchange ratio
specified in the Rights Agreement. We generally may not make an exchange
after any person or group becomes the beneficial owner of 50% or more of
our common stock.
We may redeem the rights in whole, but not in part, at a price of
$.01 per right, subject to adjustment, at any time prior to any person or
group becoming an acquiring person. The redemption of the rights may be
made effective at such time, on such basis and with such conditions as
the Board in its sole discretion may establish. Once redeemed, the
rights will terminate immediately and the only right of the rights
holders will be to receive the cash redemption price.
RIGHTS, PREFERENCES, AND LIMITATIONS OF RIGHTS
Preference shares purchasable upon exercise of the rights will not
be redeemable. Each preference share will entitle the holder to receive
a preferential quarterly dividend payment of the greater of $10 or 225
times the aggregate dividend declared per share of common stock. In the
event of liquidation, the holders of each preference share will be
entitled to a minimum preferential liquidation payment of $100 per share
plus accrued and unpaid dividends on such share and, under certain
circumstances, may be entitled to receive additional distributions. Each
preference share will entitle the holder to 225 votes and will vote
together with the common stock. Finally, in the event of certain
transactions in which our common stock is converted into or exchanged for
new securities, cash or other property, each preference share will
entitle the holder to receive 225 times the amount received per share of
common stock. These rights are protected by customary anti-dilution
provisions. Because of the nature of the preference shares' dividend,
liquidation, and voting rights, the value of each one two-hundred twenty-
fifth interest in a preference share should approximate the value of one
share of common stock.
AMENDMENTS
We may amend the terms of the rights without the consent of the
rights holders, including an amendment to lower the 15% thresholds
described above to not less than the greater of
* the sum of .001% and the largest percentage of our
outstanding common stock known by us to be beneficially owned
by any person or group; or
* 10%.
However, after any person or group becomes an acquiring person, we may
not amend the terms of the rights in any way that adversely affects the
interests of the rights holders.
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MISCELLANEOUS
Until a right is exercised, the holder will have no rights as a
shareholder beyond those as an existing CenturyTel common shareholder.
The initial distribution of rights is not taxable to CenturyTel or the
shareholders. However, shareholders may, depending on the circumstances,
recognize taxable income in the event that the rights become exercisable
as described above.
ITEM 2: EXHIBITS
The exhibits to this registration statement are listed in the
exhibit list, which appears elsewhere herein and is incorporated herein
by reference.
* * * * *
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
its registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
CENTURYTEL, INC.
By: /S/ Harvey P. Perry
---------------------------------
Harvey P. Perry
Executive Vice President,
General Counsel and Secretary
Dated: November 18, 1999
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EXHIBIT LIST
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EXHIBIT DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation of CenturyTel,
dated as of May 6, 1999 (incorporated by reference to Exhibit 3(i)
to CenturyTel's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
3.2 Bylaws of CenturyTel as amended through August 24, 1999
(incorporated by reference to Exhibit 3(ii) of CenturyTel's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999).
4.1 Rights Agreement dated August 27, 1996 between CenturyTel and
Harris Trust and Savings Bank (as successor-in-interest to Society
National Bank), as Rights Agent (incorporated by reference to
Exhibit 1 to CenturyTel'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 CenturyTel's Current Report on Form 8-K dated May 25, 1999).
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