As filed with the United States Securities and Exchange Commission on November
19, 1999.
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
CENTURYTEL, INC.
(Exact name of registrant as specified in its charter)
__________________
LOUISIANA 72-0651161
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
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)
__________________
CENTURYTEL, INC.
SUPPLEMENTAL DOLLARS & SENSE PLAN
(Full title of the Plan)
__________________
Harvey P. Perry, Esq. COPY TO
Senior Vice President, General Counsel Margaret F. Murphy
and Secretary Jones, Walker, Waechter, Poitevent
CenturyTel, Inc. Carrere & Denegre, L.L.P.
100 Century Park Drive 51st. Floor
Monroe, Louisiana 71203 201 St. Charles Avenue
(318) 388-9500 New Orleans, Louisiana 70170
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
| Amount | Proposed Maximum | Proposed Maximum | Amount of
Title of Each Class of | to be | Offering Price | Aggregate Offering | Registration
Securities to be Registered | Registered | Per Unit | Price | Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation | $2,500,000 | 100% | $2,500,000 (2) | $695.00
Obligations(1) | | | |
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
CenturyTel, Inc. to pay deferred compensation in the future in accordance
with the terms of the CenturyTel, Inc. Supplemental Dollars & Sense Plan.
(2) Estimated solely for the purpose of determining the registration fee.
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by CenturyTel with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) CenturyTel's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) CenturyTel's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1999.
(c) CenturyTel's Current Reports on Form 8-K filed February 26, 1999,
February 26, 1999, April 30, 1999, May 28, 1999, July 9, 1999, July
9, 1999, July 29, 1999, August 25, 1999 and November 2, 1999.
All documents filed by CenturyTel with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be made a part hereof from the
date of filing of such documents. Information incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements appearing in all of the documents incorporated herein
by reference and should be read together therewith. Any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that any other document
subsequently filed or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The following description of the securities offered hereby is qualified
by reference to the Registrant's Supplemental Dollars & Sense Plan (the
"Plan"), filed as an exhibit to this Registration Statement.
Under the Plan, the Registrant will provide eligible employees with the
opportunity to defer a specified percentage of their future cash compensation.
The obligations of the Registrant under the Plan, as described below
(collectively, the "Obligations"), will be unsecured general obligations of the
Registrant to pay the deferred compensation in the future in accordance with
the terms of the Plan, and will rank equally with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding and
payable from the general assets of the Registrant.
The amount of salary and bonus to be deferred by each participating
employee (a "Participant") and the related matching contribution of the
Participant's employer will be determined in accordance with the Plan based on
elections by each Participant. This Registration Statement relates to
$2,500,000 in deferred compensation. Each Obligation will be treated as
invested in one or more investment funds chosen by each Participant from a list
of investment funds designated by the Company. The Obligations will be
adjusted to reflect the investment experience, whether positive or negative, of
the selected investment fund(s), including any appreciation or depreciation.
The Obligations will be payable to participants upon termination of employment.
The Plan is not required to be funded and the amount of compensation
deferred by each Participant is subject to all the risks of the Registrant's
business and may be deposited, invested or expended in any manner whatsoever by
the Registrant. The Registrant has chosen to establish a "rabbi trust" (the
"Trust") for the purpose of funding the Obligations and Merrill Lynch Trust
Company, FSB serves as trustee. Participants and their beneficiaries, however,
<PAGE>
have no secured interest or special claim to the assets of the trust, which are
subject to the payment of claims of creditors of the Company upon the
insolvency or bankruptcy of the Company.
The Obligations are not subject to redemption, in whole or in part, prior
to payment following termination of employment of Participants, although the
Obligations could be redeemed in case of termination of the Plan. The
Registrant reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall impair the rights of a
Participant previously accrued.
The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of any affirmative or
negative covenant on the part of the Registrant. The trustee of the Trust does
not have the authority to take action with respect to the Obligations and each
Participant will be responsible for acting independently with respect to, among
other things, the making of elections and the giving of notices.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent of
the corporation 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 the right of
the corporation) if such action arises out of his acts on behalf of the
corporation and he acted in good faith not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. CenturyTel has 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 CenturyTel, regardless of whether
CenturyTel has the legal authority to indemnify the insured person against such
liability.
Article II, Section 10 of CenturyTel's by-laws (the "Indemnification By-
law") provides for mandatory indemnification for directors and officers or
former directors and officers of CenturyTel to the fullest extent permitted by
Louisiana law.
CenturyTel's Articles of Incorporation authorize it to enter into
contracts with directors and officers providing for indemnification to the
fullest extent permitted by law. CenturyTel has 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.
CenturyTel maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity. The
Indemnification Contracts provide that, to the extent insurance is reasonably
available, CenturyTel will maintain comparable insurance coverage for each
contracting party as long as he or she serves as an officer or director and
thereafter for so long as he or she is subject to possible personal liability
for actions taken in such capacities. The Indemnification Contracts also
provide that if CenturyTel does not maintain comparable insurance, it will hold
harmless and indemnify a contracting party to the full extent of the coverage
that would otherwise have been provided for his or her benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
CenturyTel pursuant to the foregoing provisions, or otherwise, CenturyTel has
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>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Supplemental Dollars & Sense Plan (incorporated by reference to
Exhibit 10.1(q) of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998).
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 on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 the 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 the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective amendment by 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 herein.
(b) 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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
(2) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
<PAGE>
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceedings) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<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 of the requirements for filing on Form S-8 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 said 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 said
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, as amended,
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
/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
<PAGE>
/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.
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 5
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE L.L.P.
November 19, 1999
CenturyTel Inc.
100 Century Park Drive
Monroe, Louisiana 71203
Gentlemen:
We have acted as counsel for CenturyTel Inc. ("CenturyTel") in
connection with the proposed filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") for the purpose of
registering $2,500,000 of deferred compensation obligations, which
represent unsecured obligations of CenturyTel to pay deferred compensation
to employees in the future in accordance with the terms of the CenturyTel
Inc. Supplemental Dollars & Sense Plan (the "Plan").
Based on the foregoing and upon our examination of such matters as we
deem necessary in order to furnish this opinion, we are of the opinion
that, when issued in accordance with the Plan, the deferred compensation
obligations will be legally valid and binding obligations of CenturyTel,
enforceable in accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors' rights or
by general equity principles.
We consent to the filing of a copy of this opinioin as an exhibit to
the Registration Statement and any amendment thereto.
Very truly yours,
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
By: /S/ Margaret F. Murphy
-------------------------
NEW ORLEANS OFFICE: 201 ST. CHARLES AVENUE * NEW ORLEANS, LOUISIANA
70170-5100 * 504-582-8000 * FAX 504-582-8583
BATON ROUGE OFFICE: FOUR UNITED PLAZA * 8555 UNITED PLAZA BOULEVARD
* BATON ROUGE, LOUISIANA 70809-7000 * 225-231-2000 * FAX 225-231-2010
WASHINGTON, D.C. OFFICE: SUITE 600 * 499 SOUTH CAPITOL STREET, S.W.
* WASHINGTON, D.C. 20003 * 202-828-8363 * FAX 202-828-6907
LAFAYETTE OFFICE: SUITE 120 * 500 DOVER BOULEVARD * LAFAYETTE, LOUISIANA
70503 * 337-406-5610 * FAX 337-406-5620
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 by
reference into the Registration Statement on Form S-8 of CenturyTel, Inc.
relating to the issuance of up to $2,500,000 in deferred compensation
obligations pursuant to the CenturyTel, Inc. Supplemental Dollars & Sense
Plan.
KPMG LLP
/S/ KPMG LLP
Shreveport, Louisiana
November 19, 1999
