As filed with the United States Securities and Exchange Commission on November
23, 1999.
Registration No. 333-42013
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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 Number)
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)
----------------------
<TABLE>
<CAPTION>
<S> <C> <C>
COPY TO: Harvey P. Perry COPY TO:
Kenneth J. Najder Executive Vice President, General Counsel David P. Falck
Jones, Walker, Waechter, and Secretary Winthrop, Stimson, Putnam
Poitevent, Carrere & Denegre, L.L.P. CENTURYTEL, INC. & Roberts
201 St. Charles Avenue, 51st Floor 100 Century Park Drive One Battery Park Plaza
New Orleans, Louisiana 70170-5100 Monroe, Louisiana 71203 New York, New York 10004
(504) 582-8000 (318) 388-9500 (504) 858-1000
</TABLE>
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
----------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box.
[ X ]
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. [ X ]
THE REGISTRANT HEREBY REQUESTS THAT THIS POST-EFFECTIVE AMENDMENT NO. 2 BECOME
EFFECTIVE AS SOON AS PRACTICABLE PURSUANT TO SECTION 8(C) OF THE SECURITIES
ACT.
<PAGE>
EXPLANATORY NOTE:
On December 11, 1997, CenturyTel, Inc. (the "Registrant"), a Louisiana
corporation formerly named "Century Telephone Enterprises, Inc.," filed
Registration Statement No. 333-42013 (the "Registration Statement") to register
the sale of $1,500,000,000 of senior debt securities, preferred stock, common
stock (including accompanying preference share purchase rights), and warrants
on a delayed or continuous basis pursuant to Rule 415 promulgated under the
Securities Act of 1933. This Post-Effective Amendment No. 2 (this "Amendment")
is being filed for the purposes described below.
1. This Amendment is being filed to amend and restate the exhibit index
of the Registration Statement so that it reads in its entirety as follows:
EXHIBIT INDEX
Exhibit No. Exhibit
1 Form of Underwriting Agreement to be used in connection with
sales of Senior Debt Securities.*
2.1 Stock Purchase Agreement dated June 11, 1997 by and between,
among others, the Registrant and PacifiCorp Holdings, Inc.
(incorporated by reference to Exhibit 2.1 of the Registrant's
Current Report on Form 8-K dated June 11, 1997), as amended by
an instrument dated as of November 5, 1997 (incorporated by
reference to Exhibit 2.2 to the Registrant's Current Report on
Form 8-K dated December 11, 1997).
3.1 Amended and Restated Articles of Incorporation of the
Registrant, dated as of May 6, 1999 (incorporated by reference
to Exhibit 3(i) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
3.2 By-laws of the Registrant as amended through August 24, 1999
(incorporated by reference to Exhibit 3(ii) of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
4.1 Rights Agreement dated as of August 27, 1996 between the
Registrant and Harris Trust and Savings Bank (successor-in-
interest to Society National Bank), as Rights Agent
(incorporated by reference to Exhibit 1 to the Registrant'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
Registrant's Current Report on Form 8-K dated May 25, 1999).
4.2 Indenture dated as of March 31, 1994 between the Registrant
and Regions Bank (successor-in-interest to Regions Bank of
Louisiana and First American Bank & Trust of Louisiana), as
Trustee (incorporated by reference to Exhibit 25 to the
Registrant's Registration Statement on Form S-3, Registration
No. 33-59215).
4.3 Form of Board Resolution to be used in designating and
authorizing the terms and conditions of any series of Senior
Debt Securities offered hereunder.*
<PAGE>
4.4 Form of Senior Debt Security (included within Exhibit 4.3)*
4.5 Form of Preferred Stock.**
4.6 Form of Articles of Amendment to the Registrant's Amended and
Restated Articles of Incorporation to be used in connection
with issuances of Preferred Stock.**
4.7 Form of Common Stock (incorporated by reference to Exhibit 4.1
of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993).
4.8 Form of Warrant Agreement to purchase Senior Debt
Securities.**
4.9 Form of Senior Debt Security Warrant Certificate (included in
Exhibit 4.8).
4.10 Form of Warrant Agreement to purchase Preferred Stock.**
4.11 Form of Preferred Stock Warrant Certificate (included in
Exhibit 4.10).
4.12 Form of Warrant Agreement to purchase Common Stock.**
4.13 Form of Common Stock Warrant Certificate (included in Exhibit
4.12).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
12 Statement regarding computation of ratio of earnings to fixed
charges.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Jones Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
24 Power of Attorney.*
25 Statement of Eligibility of Trustee on Form T-1.*
________________
* Previously filed as a part of this Registration Statement.
** To be filed by one or more post-effective amendments to this
Registration Statement pursuant to Rule 462(d) if the Company
determines that such securities are to be sold.
* * * * * * * * * *
2. In light of the above-described changes to the exhibit index, this
Amendment is also being filed to amend the Registrant's Prospectus dated
December 29, 1997 which forms a part of the Registration Statement (the
"Prospectus") to (i) delete the last paragraph under the section of the
Prospectus titled "The Company - Recent Acquisitions and Dispositions --
Acquisition of Pacific Telecom, Inc." and (ii) delete the second paragraph
under the section of the Prospectus titled "Experts."
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroe, State of
Louisiana, on November 23, 1999.
CENTURYTEL, INC.
By: /S/ Harvey P. Perry
--------------------------------
Harvey P. Perry
Executive Vice President, Secretary,
General Counsel and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to this Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board November 23, 1999
--------------------- of Directors
Clarke M. Williams
* Vice Chairman of the November 23, 1999
--------------------- Board of Directors,
Glen F. Post President and Chief
Executive Officer
* Executive Vice President and November 23, 1999
--------------------- Chief Financial Officer
R. Stewart Ewing Jr. (Principal Financial Officer)
/S/ Neil A. Sweasy Vice President and Controller November 23, 1999
---------------------- (Principal Accounting Officer)
Neil A. Sweasy
* Vice President - Strategic Issues November 23, 1999
---------------------- and Director
W. Bruce Hanks
/S/ Harvey P. Perry Executive Vice President, November 23, 1999
---------------------- Secretary, General Counsel
Harvey P. Perry and Director
<PAGE>
* Director November 23, 1999
----------------------
Jim D. Reppond
* Director November 23, 1999
----------------------
William R. Boles, Jr.
* Director November 23, 1999
----------------------
Ernest Butler, Jr.
* Director November 23, 1999
----------------------
Calvin Czeschin
* Director November 23, 1999
----------------------
James B. Gardner
* Director November 23, 1999
----------------------
R. L. Hargrove, Jr.
* Director November 23, 1999
----------------------
Johnny Hebert
* Director November 23, 1999
----------------------
F. Earl Hogan
* Director November 23, 1999
----------------------
C. G. Melville, Jr.
* Director November 23, 1999
----------------------
Virginia Boulet
*By: /S/ Harvey P. Perry
----------------------
Harvey P. Perry
Attorney-in-Fact
