As filed with the United States Securities and Exchange Commission on May 12,
2000.
Registration No. 333-35432
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
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) 388-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------------------
Harvey P. Perry COPY TO:
Executive Vice President, Chief Kenneth J. Najder
Administrative Officer, General Counsel Jones, Walker, Waechter,
and Secretary Poitevent, Carrere & Denegre, L.L.P.
CenturyTel, Inc. 201 St. Charles Avenue, 51st Floor
100 Century Park Drive New Orleans, Louisiana 70170-5100
Monroe, Louisiana 71203 (504) 582-8000
(318) 388-9000
(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, 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. [ ]
----------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
| | Proposed | Proposed |
| | maximum | maximum |
Title of each | Amount | offering | aggregate |
class of securities | to be |price per| offering | Amount of
to be registered | registered | unit(1) | price (1) |registration fee(2)(3)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities(4)| | | |
Preferred Stock(5) |$2,000,000,000(2)(9)| 100% |$2,000,000,000| $ 307,560
Common Stock(6)(7) | | | |
Warrants(8) | | | |
===============================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee;
certain information regarding the proposed maximum offering prices has
been omitted pursuant to instruction II.D of Form S-3 and will be
determined, from time to time, by the registrant in connection with
its issuance of the securities registered hereunder.
(2) The registration fee has been caclulated in accordance with rule
457(O) under the Securities Act, and, with respect to debt securities,
reflects the principal amount of any such securities issued at, or at
a premium to, their principal amounts, and the issue price rather than
the principal amount of any debt securities issued at an original
issue discount.
(3) Pursuant to Rule 429 under the Securities Act, the registration fee
otherwise payable with respect to the securities registered pursuant
to this registration statement ($528,000) has been offset by the
amount of the fee ($220,440) that would otherwise have been payable
with respect to $835,000,000 of registered but unissued securities
that (i) were previously registered pursuant to the Registration
Statement No. 333-42013 on Form S-3 and (ii) remain unissued at the
close of business on the date of this registration statement. Pursuant
to Rule 429, this registration statement constitutes Post-Effective
Amendment No. 3 to the registration statement on Form S-3 No. 333-42013
and hereby deregisters all remaining unissued securities registered
pursuant to that registration statement.
(4) We are registering an indeterminate amount of debt securities that we
may issue from time to time at indeterminate prices. The debt
securities may be issued separately or in connection with the exercise
of purchase, conversion or exchange rights under other securities
registered hereunder, and may be exchangeable for or convertible into
other securities registered hereunder.
(5) We are registering an indeterminate number of shares of preferred
stock that we may issue from time to time at indeterminate prices.
These shares may be issued separately or in connection with the
exercise of purchase, conversion or exchange rights under other
securities registered hereunder, and may be exchangeable for or
convertible into other securities registered hereunder.
(6) We are registering an indeterminate number of shares of common stock
that we may issue from time to time at indeterminate prices, including
shares issuable in connection with the exercise of purchase,
conversion or exchange rights under other securities registered
hereunder.
(7) Includes preference share purchase rights, which prior to the
occurrence of certain events will not be exercisable or evidenced
separate from our common stock.
(8) We are registering an indeterminate number of warrants that we may
issue from time to time at indeterminate prices entitling the holder
to purchase other securities registered hereunder.
<PAGE>
(9) No separate cash consideration will be received for any securities
issuable upon the conversion or exchange of any other securities
registered hereunder.
----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND DOES NOT SOLICIT AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 12, 2000
$2,000,000,000
CENTURYTEL, INC.
SENIOR DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
----------------------------------
We may use this prospectus to offer the following securities for sale,
either separately or together:
* Senior debt securities
* Preferred stock
* Common stock
* Warrants
We will describe the specific terms of any securities that we offer in
one or more supplements to this prospectus. A supplement may also update
or change information contained in this prospectus.
We may sell securities directly to one or more purchasers or to or
through underwriters, dealers or agents. If any underwriters, dealers or
agents are involved in the sale of securities, the accompanying prospectus
supplement will set forth their names, the principal amounts, if any, to be
purchased by underwriters, any applicable fees, commissions or discounts,
and the net proceeds to be received by us.
Our common stock trades on the New York Stock Exchange under the
symbol "CTL".
You should read this prospectus and any prospectus supplement
carefully before you invest. This prospectus may not be used to sell
securities unless accompanied by a prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------
The date of this prospectus is __________, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
----
ABOUT THIS PROSPECTUS............................................... 1
WHERE YOU CAN FIND MORE INFORMATION................................. 1
FORWARD-LOOKING STATEMENTS.......................................... 2
THE COMPANY......................................................... 3
USE OF PROCEEDS..................................................... 6
EARNINGS RATIOS......................................................6
DESCRIPTION OF SENIOR DEBT SECURITIES................................7
DESCRIPTION OF PREFERRED STOCK......................................14
DESCRIPTION OF COMMON STOCK........................................ 16
DESCRIPTION OF WARRANTS............................................ 17
PLAN OF DISTRIBUTION............................................... 18
LEGAL MATTERS...................................................... 19
EXPERTS............................................................ 19
----------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER TO SELL THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER
IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT COVER OF THOSE DOCUMENTS. THE INFORMATION
CONTAINED IN OUR WEBSITE, WWW.CENTURYTEL.COM, IS NOT A PART OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that
we filed with the Securities and Exchange Commission utilizing a shelf
registration process. Under the shelf process, we may sell any combination
of securities described in this prospectus in one or more offerings, up to
a total dollar amount of $2,000,000,000. This prospectus provides you with
a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described immediately below
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You can read
and copy that information at the public reference room of the SEC at 450
Fifth Street, NW, Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for more information about the public reference room. The
SEC also maintains an Internet site that contains reports, proxy and
information statements and other information regarding registrants, like
us, that file reports with the SEC electronically. The SEC's Internet
address is http://www.sec.gov.
We have filed a registration statement on Form S-3 and related
exhibits with the SEC under the Securities Act of 1933. The registration
statement contains additional information about us and our securities. You
may read the registration statement and exhibits without charge at the
SEC's public reference room, and you may obtain copies from the SEC at
prescribed rates.
The SEC 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 SEC. Some information that we
currently have on file is incorporated by reference and is an important
part of this prospectus. You will be deemed to have notice of all
information incorporated by reference in this prospectus as if that
information was included in this prospectus. You should therefore read the
information incorporated by reference in this prospectus with the same care
you use when reading this prospectus and any prospectus supplement.
Certain information that we file later with the SEC will automatically
update and supersede information incorporated by reference in this
prospectus and information contained in this prospectus or any prospectus
supplement.
We incorporate by reference the following documents that we have filed
with the SEC pursuant to the Securities Exchange Act of 1934:
* Annual Report on Form 10-K for the year ended December 31,
1999 (filed March 15, 2000)
* Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (filed May 12, 2000)
* Current Reports on Form 8-K filed March 7, 2000 and April 28,
2000
* The description of our common stock contained in our
registration statement, as amended and restated on Form 8-A/A
(File No. 1-7784; filed November 19, 1999), and the description
of the related preference share purchase rights contained in our
registration statement, as amended and restated on Form 8-A/A
(File No. 1-7784; filed November 19, 1999)
* All documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and prior to the termination of
this offering.
1
<PAGE>
At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically
incorporated by reference into the filing). You may request copies by
writing us at 100 Century Park Drive, Monroe, Louisiana 71203, Attention:
Harvey P. Perry, or by telephoning us at (318) 388-9000.
FORWARD-LOOKING STATEMENTS
Certain statements made in this prospectus and the documents
incorporated herein by reference that are not historical facts are intended
to be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Our actual results could differ
materially from such statements due to several important factors, including
the following:
* our ability to timely consummate our pending acquisitions and
effectively manage our growth, including obtaining adequate
financing on attractive terms, integrating newly acquired
properties into our operations, hiring adequate numbers of
qualified staff and successfully upgrading our billing and other
information systems
* the risks inherent in rapid technological change
* the effects of ongoing deregulation in the telecommunications
industry
* the effects of greater than anticipated competition in our
markets
* possible changes in the demand for our products and services
* our ability to successfully introduce new product or service
offerings on a timely and cost-effective basis
* the effects of more general factors such as changes in general
market or economic conditions or in legislation, regulation or
public policy.
These factors, and others, are described in greater detail in Item 1 of our
Annual Report on Form 10-K for the year ended December 31, 1999. You are
cautioned not to place undue reliance on our forward-looking statements,
which speak only as of the date hereof. Except for our obligations to
disclose material information under the federal securities laws, we
undertake no obligation to update any of our forward-looking statements for
any reason.
----------------------------------
WHEN USED IN THIS PROSPECTUS, (1) THE TERM "MSA" MEANS A METROPOLITAN
STATISTICAL AREA FOR WHICH THE FEDERAL COMMUNICATIONS COMMISSION (THE
"FCC") HAS GRANTED A CELLULAR OPERATING LICENSE, (2) THE TERM "RSA" MEANS A
RURAL SERVICE AREA FOR WHICH THE FCC HAS GRANTED A CELLULAR OPERATING
LICENSE, (3) THE TERM "PCS" MEANS PERSONAL COMMUNICATIONS SERVICES, A
DIGITAL MOBILE COMMUNICATIONS SERVICE, (4) THE TERM "LEC" MEANS A LOCAL
EXCHANGE CARRIER THAT PROVIDES LOCAL TELEPHONE SERVICE, AND (5) THE TERM
"POPS," WHENEVER USED WITH RESPECT TO THE OPERATIONS OF CENTURYTEL, MEANS
THE POPULATION OF LICENSED MARKETS (BASED ON INDEPENDENT THIRD-PARTY
POPULATION ESTIMATES) MULTIPLIED BY THE PROPORTIONATE EQUITY INTERESTS OF
CENTURYTEL IN THE LICENSED OPERATORS OF THOSE MARKETS.
2
<PAGE>
THE COMPANY
We are a regional diversified communications company. We are
primarily engaged in providing local telephone and wireless communications
services in 20 states. We also provide long distance, Internet, security
monitoring, and other communications and business information services.
CenturyTel is incorporated in Louisiana. Our principal executive
offices are located at 100 Century Park Drive, Monroe, Louisiana 71203, and
our telephone number is (318) 388-9000.
OPERATIONS
TELEPHONE OPERATIONS. According to published sources, we are
currently the seventh largest local exchange telephone company in the
United States, based on the number of telephone access lines served. At
March 31, 2000, our telephone subsidiaries served approximately 1.28
million access lines in 20 states, primarily in rural, suburban and small
urban communities. We currently operate over 560 central office and remote
switching centers in our telephone operating areas. All of our access lines
are served by digital switching technology, which in conjunction with other
technologies allows us to offer additional premium services to our
customers, including call forwarding, conference calling, caller
identification, selective call ringing and call waiting.
The table below sets forth information with respect to our access
lines as of March 31, 2000 and 1999.
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
--------------------------- --------------------------
Number of Percent of Number of Percent of
State Access Lines Access Lines Access Lines Access Lines
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Wisconsin 359,678 28% 347,278 25%
Washington 184,849 14 177,670 13
Alaska 0 0 134,276 10
Michigan 112,663 9 109,263 8
Louisiana 101,969 8 98,739 7
Colorado 92,331 7 87,215 7
Ohio 84,274 7 81,362 6
Oregon 78,727 6 75,750 6
Montana 64,895 5 61,473 5
Texas 49,457 4 45,885 3
Arkansas 46,256 4 44,276 3
Minnesota 30,591 2 29,809 2
Tennessee 27,155 2 26,057 2
Mississippi 22,245 2 20,232 2
Idaho 6,048 1 5,924 1
New Mexico 6,406 1 5,914 0
Indiana 5,311 0 5,169 0
Wyoming 4,878 0 4,706 0
Iowa 2,017 0 1,960 0
Arizona 1,971 0 1,803 0
Nevada 516 0 444 0
------------ ------------ ------------ ------------
1,282,237 100% 1,365,205 100%
============ ============ ============ ============
</TABLE>
We expect future growth in our telephone operations to be derived from
acquiring additional telephone properties, providing service to new
customers, increasing network usage and providing additional services,
including those described below under "Recent Developments."
3
<PAGE>
Our telephone subsidiaries are installing fiber optic cable in certain
of our high traffic markets and have provided alternative routing of
telephone service over fiber optic cable networks in several strategic
operating areas. At March 31, 2000, our telephone subsidiaries had
installed approximately 7,300 miles of fiber optic cable in use.
WIRELESS OPERATIONS. According to published sources, we are currently
the ninth largest cellular telephone company in the United States, based on
cellular pops. At March 31, 2000, our majority-owned and operated cellular
systems had access to approximately 7.5 million cellular pops and served
approximately 730,000 customers in 19 MSAs in Michigan, Louisiana,
Arkansas, Mississippi, Wisconsin and Texas and 22 RSAs, most of which are
in Michigan, Louisiana, Arkansas, Mississippi and Wisconsin. At March 31,
2000, we also owned minority equity interests in 10 MSAs and 17 RSAs, which
allowed us access to approximately 1.9 million cellular pops. Of our 9.4
million aggregate cellular pops, approximately 65% are attributable to our
MSA interests, with the balance attributable to our RSA interests.
We also hold licenses to provide PCS services in markets that represent
approximately 9.9 million pops, and in late 1998 commenced marketing PCS
services in a limited number of our Michigan markets as a fixed wireless
alternative to LEC services. At March 31, 2000, we served approximately 600
PCS customers in markets representing approximately 10% of our PCS pops.
Although our plans are not yet final, we expect to offer PCS services in the
future in most of the remainder of the amrekts in which we hold PCS licenses.
Our business development strategy for wireless operations is to
secure operating control of geographically clustered service areas.
Clustered systems aid our marketing efforts and provide various operating
and service advantages. Approximately 44% of our cellular customers are in
a single, contiguous cluster of eight MSAs and nine RSAs in Michigan.
Another 26% are in a cluster of five MSAs and seven RSAs in northern and
central Louisiana, southern Arkansas and eastern Texas.
We began offering digital cellular service in certain markets in late
1996 using the TDMA digital standard. Digital cellular service is
currently available in all of our MSA markets and approximately a third of
our RSA markets. Approximately 5% of our cellular customers currently
subscribe to digital services.
OTHER OPERATIONS. We also provide long distance, Internet, security
monitoring, cable television and interactive services in certain local and
regional markets, as well as certain printing and related business
information services. At March 31, 2000, our long distance business served
approximately 319,000 customers in certain of our markets. At March 31,
2000, we provided Internet access services to approximately 66,400 customers
in over 350 markets in 13 states. These 350 markets cover approximately 70%
of the access lines served by our LECs. For additional information on our
new service offerings, see "- Recent Developments -- New Services."
RECENT DEVELOPMENTS
PENDING ACQUISITIONS. In mid-1999, we entered into definitive
agreements to purchase the following assets from affiliates of GTE
Corporation:
* In June 1999, we agreed to purchase telephone access lines
(which numbered approximately 225,000 at December 31, 1999) and
related local exchange assets in Arkansas for approximately
$845.8 million in cash.
* In July 1999, we acquired a 61.5% (56.9% fully diluted)
interest in a newly-organized joint venture company which has
agreed to purchase telephone access lines (which numbered
approximately 121,000 at December 31, 1999) and related local
exchange assets in Missouri for approximately $290 million in
cash. At closing, we have agreed to make a preferred equity
investment of approximately $55 million in the new entity and
anticipate loaning the new entity approximately $220 million.
4
<PAGE>
* In August 1999, we acquired an 89% interest in a
newly-organized joint venture company which has agreed to
purchase telephone access lines (which numbered approximately
61,700 as of December 31, 1999) and related local exchange assets
in Wisconsin for approximately $170 million in cash. At closing,
we have agreed to make an equity investment in the new entity of
approximately $37.8 million and anticipate loaning the new entity
approximately $130 million.
* In October 1999, we agreed to purchase additional telephone
access lines (which numbered approximately 68,200 as of December
31, 1999) and related local exchange assets in Wisconsin for
approximately $195 million in cash.
The purchase price under each of these GTE agreements is subject to
adjustments which are not expected to be material in the aggregate. These
transactions are anticipated to close by mid-year 2000, subject to
regulatory approvals, the absence of litigation and certain other closing
conditions.
NEW SERVICES. During 2000, we intend to initiate or further develop
the following services:
* In December 1999, we began offering in one of our select
markets digital subscriber line (DSL) Internet access services, a
high-speed premium-priced data service. During 2000, we plan to
make this service available in markets covering between 30% to
40% of the access lines served by our LECs.
* During the second quarter of 2000, we plan to begin offering
competitive local exchange telephone services (coupled with long
distance, wireless, Internet access and other services) to small
to medium-sized businesses in Shreveport, Louisiana. We currently
plan to offer similar services in nine other initial new markets
by year end 2000, and have budgeted $20 million of capital
expenditures for 2000 to construct competitive local exchange
networks to be operated by our subsidiaries. We expect to incur
a consolidated operating loss in 2000 of approximately $4.0-$6.0
million in connection with providing these services.
* In connection with our long-range plans to sell capacity to
other carriers in or near certain of our select markets, we
expect to complete construction later this year of a 650-mile
fiber optic ring connecting several communities in southern and
central Michigan, plus an extension spur connecting Chicago and
Detroit. We expect to begin providing initial network services
by third quarter 2000 with respect to the 650-mile ring and by
fourth quarter 2000 with respect to the extension spur.
RECENT EVENTS AFFECTING THE COMMUNICATIONS INDUSTRY
The communications industry continues to undergo various fundamental
regulatory, competitive and technological changes that make it difficult to
determine the form or degree of future regulation and competition affecting
our telephone and wireless operations. These changes may have a
significant impact on the future financial performance of all
communications companies.
In February 1996 the United States Congress enacted the
Telecommunications Act of 1996, which obligates LECs to permit competitors
to interconnect their facilities to the LEC's network and to take various
other steps that are designed to promote competition. Prior to and since
the enactment of the Telecommunications Act, the FCC and a number of state
legislative and regulatory bodies have taken additional steps to foster
competition. Coincident with this recent movement toward increased
competition has been the gradual reduction of regulatory oversight of LECs.
These cumulative changes, coupled with the growth in wireless telephone
services and other technological changes, have led to the continued growth
of various companies providing services that compete with LECs' services.
5
<PAGE>
Several FCC initiatives over the past decade have resulted in the
allocation of additional frequency spectrum or the issuance of licenses
for wireless communications technologies that are competitive with our
cellular and telephone operations, including PCS, mobile satellite services
and enhanced specialized mobile radio service. Several of our wireless
competitors have substantially larger wireless networks and substantially
greater financial and marketing resources than CenturyTel.
FUTURE ACQUISITIONS
We continually evaluate the possibility of acquiring additional
telecommunications assets in exchange for cash, securities or both, and at
any given time may be engaged in discussions or negotiations regarding
additional acquisitions. We generally do not announce our acquisitions
until we have entered into a preliminary or definitive agreement. Over the
past few years, the number and size of communications properties on the
market has increased substantially. Although our primary focus will
continue to be on acquiring telephone and wireless interests that are
proximate to our properties or that serve a customer base large enough for
us to operate efficiently, other communications interests may also be
acquired and these acquisitions could have a material impact upon
CenturyTel.
USE OF PROCEEDS
Unless otherwise indicated in any prospectus supplement, the net
proceeds from the sale of securities offered by this prospectus will be
used for financing acquisitions, refinancing outstanding indebtedness or
other general corporate purposes, including funding new business
initiatives, capital expenditures or strategic investments. Upon any sale
of securities offered by this prospectus, we will describe the specific
allocation of the net sales proceeds in the prospectus supplement relating
to that offering.
We expect to engage periodically in additional private or public
financings as market conditions warrant and as the need arises.
EARNINGS RATIOS
Our ratio of earnings to fixed charges and ratio of earnings to fixed
charges and preferred stock dividends were as follows for the periods
indicated:
<TABLE>
<CAPTION>
Three Months ended
1995 1996 1997 1998 1999 March 31, 2000
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings(1)
to fixed charges(2) 4.75x 5.13x 7.84x 3.25x 3.76x 3.38x
Ratio of earnings(1) to
fixed charges(2) and
preferred stock
dividends(3) 4.74x 5.10x 7.80x 3.25x 3.75x 3.37x
</TABLE>
- --------------------
(1) Earnings consist of income before income taxes and fixed charges, with
adjustments primarily for earnings of and distributions from unconsolidated
subsidiaries.
(2) Fixed charges include interest expense, including amortized debt
issuance costs, and preferred stock dividend costs of subsidiaries.
6
<PAGE>
(3) We have assumed that our preferred stock dividend requirements were
equal to the pre-tax earnings that would be required to cover those
dividend requirements. We computed those pre-tax earnings using actual tax
rates for each period.
DESCRIPTION OF SENIOR DEBT SECURITIES
We may periodically issue senior debt securities in one or more
series. The general terms of the senior debt securities are described
below. The particular terms of each series will be described in a
prospectus supplement.
The senior debt securities will be issued under an Indenture, dated as
of March 31, 1994, between us and Regions Bank (successor-in-interest to
First American Bank & Trust of Louisiana and Regions Bank of Louisiana), as
Trustee. The particular terms of each series will be set forth in a
resolution of a committee of our board of directors specifically
authorizing that series or in one or more supplemental indentures. The
following summary is not complete and is subject to the provisions of, and
is qualified in its entirety by express reference to, the Indenture and the
board resolution. A copy of the Indenture and a form of the board
resolution are each filed as exhibits to the registration statement
referred to on page 1.
Unless otherwise indicated, each reference italicized in parentheses
below or in any prospectus supplement applies to section numbers in the
Indenture and each capitalized term not otherwise defined herein has the
meaning assigned to it in the Indenture.
GENERAL
The senior debt securities will be general unsecured obligations of
CenturyTel and will rank prior to all of our subordinated debt and will
have the same rank as all of our other unsecured senior debt.
We are a holding company and derive substantially all of our income
and operating cash flow from our subsidiaries. As a result, we rely upon
our subsidiaries to generate the funds necessary to meet our obligations,
including the payment of principal and interest on any senior debt
securities that may be issued hereunder. Certain of our subsidiaries' loan
agreements contain various restrictions on the transfer of funds to us,
including certain provisions that restrict the amount of dividends that may
be paid to us. At March 31, 2000, the amount of retained earnings of our
subsidiaries not subject to dividend restrictions was approximately $750
million. Moreover, our rights to receive assets of any subsidiary upon its
liquidation or reorganization (and the ability of holders of senior debt
securities to benefit indirectly therefrom) are subject to the prior claims
of creditors of that subsidiary.
Unless we state otherwise below or in any prospectus supplement,
neither the Indenture nor the senior debt securities to be offered thereby
(1) limit the amount of secured or unsecured indebtedness that we or any of
our subsidiaries may issue or incur, (2) restrict our ability to pay
dividends or sell or transfer our assets or (3) contain provisions that
would afford senior debt holders protection in the event of a change in
control, highly leveraged transaction, recapitalization or similar
transaction involving CenturyTel, any of which could adversely affect the
senior debt holders.
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If we sell any series of senior debt securities hereunder, our related
prospectus supplement will describe the terms of the series, including some
or all of the following:
* the title and aggregate principal amount of the series
* our net proceeds from the sale thereof
* the price or prices at which the series will be issued
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* the date or dates of maturity
* the rate or rates per annum, if any, at which the series will
bear interest or the method of determining the rate or rates
* the date or dates from which interest will accrue and the date
or dates at which interest will be payable
* the terms of any conversion or exchange rights
* the terms for redemption or early payment, if any, including
any mandatory or optional sinking fund or similar provisions
* any special United States federal income tax considerations
applicable to the series
* any special provisions relating to the defeasance of the
series
* any special considerations, additional covenants or other
specific provisions applicable to the series.
The senior debt securities may bear interest at a fixed or floating
rate. Senior debt securities bearing no interest or interest at a rate
that at the time of issuance is below the prevailing market rate may be
sold at a discount below their stated principal amount.
The Indenture is, and the senior debt securities will be, governed by
Louisiana law. The Indenture is subject to and governed by the Trust
Indenture Act of 1939, as amended.
DENOMINATIONS, REGISTRATION AND TRANSFER
The senior debt securities will be issued only in fully registered
form and, unless we state otherwise in any prospectus supplement, in
denominations of $1,000 or any multiples thereof (SECTION 2.03). The
Trustee will act as the registrar of each series (SECTION 2.05). No
service charge will be made for any registration of transfer or exchange of
senior debt securities, or issue of new senior debt securities in the event
of a partial redemption of any series, but we may generally require payment
of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith (SECTION 2.05). The Trustee may appoint an
authenticating agent for any series to act on the Trustee's behalf in
connection with authenticating senior debt securities of that series issued
upon the exchange, transfer or partial redemption thereof (SECTION 2.10).
The Trustee may at any time rescind the designation of any such agent
(SECTION 2.10).
We shall not be required to issue, register the transfer of or
exchange the senior debt securities of any series during a period beginning
15 days before any selection of senior debt securities of that series to be
redeemed and ending at the close of business on the day of mailing of the
relevant redemption notice or to register the transfer of or exchange any
senior debt securities of any series, or portions thereof, called for
redemption (SECTION 2.05).
GLOBAL SECURITIES
We may issue the senior debt securities in whole or in part in the
form of one or more global registered securities that will be deposited
with a depositary identified in a prospectus supplement. We may issue
global securities in either temporary or permanent form. A prospectus
supplement will contain additional information about the depositary
arrangements.
Registered global securities will be registered in the depositary's name
or in the name of its nominee. When we issue a global security, the depositary
will credit that amount of senior debt securities to the investors that
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have accounts with the depositary or its nominee. The underwriters or the
senior debt security holders' agent will designate the accounts to be credited,
unless the senior debt securities are offered and sold directly by CenturyTel,
in which case, we will designate the appropriate accounts to be credited.
Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a
global security will be limited to participants and to persons that may
hold beneficial interests through participants. The depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of senior debt securities represented by the global
security to the accounts of its participants. Participants' beneficial
interests in a global security will be shown on and effected through
records maintained by the depositary. Beneficial interests held by
investors through participants will be reflected in records maintained by
the participant.
As long as the depositary, or its nominee, is the registered owner of
a global security, the depositary or that nominee will be considered the
sole owner and holder of the senior debt securities represented by that
global security for all purposes under the Indenture. Except as set forth
below, beneficial owners of global securities held by a depositary will not
be entitled to:
* register the represented senior debt securities in their names
* receive physical delivery of the senior debt securities
* be recognized as the owners or holders of the global security
under the Indenture.
Accordingly, each person owning a beneficial interest in a registered
global security must rely on the procedures of the depositary for the
registered global security and, if the person is not a participant, on the
procedures of a participant through which the person owns its interest, to
exercise any rights of a holder under the Indenture.
We understand that, under existing industry practices, if we request
any action of holders or if an owner of a beneficial interest in a
registered global security desires to give or take any action that a holder
is entitled to give or take under the Indenture, the depositary for the
registered global security would authorize the participants holding the
relevant beneficial interests to give or take the action, and the
participants would authorize beneficial owners owning through the
participants to give or take the action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments on senior debt securities registered in the name of a
depositary or its nominee will be made to the depositary or its nominee.
Accordingly, neither CenturyTel, the Trustee nor any paying agent will have
any direct responsibility to pay amounts due on the global securities to
owners of beneficial interests in such securities. When a depositary
receives a payment, it is typically obligated to immediately credit the
participants' accounts in amounts proportionate to the participants'
interests in the global security. Investors who hold their beneficial
interest in a global security through a participant should, and are
expected to, establish standing instructions and customary practices with
their participant to ensure that payments can be made with regard to
securities beneficially held for them, much like securities held for the
accounts of customers in bearer form or registered in "street name."
A global security can only be transferred in whole by the depositary
to a nominee of such depositary, or to another nominee of a depositary. If
a depositary is unwilling or unable to continue as a depositary and we do
not appoint a successor depositary within 90 days, we will issue senior
debt securities in definitive form in exchange for all of the global
securities held by that depositary. In addition, we may eliminate all
global securities at any time and issue senior debt securities in
definitive form in exchange for them. Further, we may allow a depositary
to surrender a global security in exchange for senior debt securities in
definitive form on any terms that are acceptable to us and the depositary.
If any of these events occur, we will execute and the Trustee will
authenticate and deliver to the beneficial owners of the global security in
question a new registered security in and amount equal to and in exchange
for that
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person's beneficial interest in the exchanged global security. The depositary
will receive a new global security in an amount equal to the difference, if
any, between the amount of the surrendered global security and the amount of
senior debt securities delivered to the beneficial owners. Senior debt
securities issued in exchange for global securities will be registered in
the same names and in the same denominations as indicated by the depositary's
records and in accordance with the instructions from its direct and indirect
participants.
The laws of certain jurisdictions require some investors who purchase
securities to actually take physical possession of those securities in
definitive form. The limitations imposed by these laws may impair your
ability to transfer your beneficial interests in a global security.
PAYMENT AND PAYING AGENTS
Unless we state otherwise in the applicable prospectus supplement,
payment of principal of (and premium, if any) and interest on senior debt
securities of any series will be made in U.S. dollars at the principal
office of our Paying Agent or, at our option, by check in U.S. dollars
mailed or delivered to the person in whose name such senior debt security
is registered. Unless we state otherwise in the applicable prospectus
supplement and subject to certain exceptions provided for in the Indenture,
payment of any installment of interest on any series will be made to the
person in whose name such senior debt security is registered at the close
of business on the record date established under the Indenture for the
payment of interest (SECTION 2.03).
Unless we state otherwise in the applicable prospectus supplement, the
Trustee will act as our sole Paying Agent and 1500 North 18th Street,
Monroe, Louisiana, will be designated as the agent's office for purposes of
payments with respect to senior debt securities. Any other Paying Agents
initially designated by us with respect to any series will be named in the
related prospectus supplement. We may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve a
change in the office through which any Paying Agent acts, except that we
will be required to maintain a Paying Agent in the Borough of Manhattan,
City and State of New York, or Monroe, Louisiana. (SECTIONS 4.02 AND
4.03).
Any money set aside by us for the payment of principal of (and
premium, if any) or interest on any senior debt securities that remains
unclaimed two years after such payment has become due and payable will be
repaid to us on May 31 following the expiration of the two-year period and
the holder of the senior debt security may thereafter look only to us for
payment thereof (SECTION 11.05).
CONVERSION OR EXCHANGE RIGHTS
The senior debt securities may be convertible into or exchangeable for
shares of common stock, preferred stock or other securities of CenturyTel
or any other issuer. The terms and conditions of exchange or conversion
will be stated in the applicable prospectus supplement. The terms will
include, among other things, the following:
* the type of security into which the senior debt securities are
convertible or exchangeable
* the conversion or exchange price or ratio (or manner of
calculation thereof)
* the conversion or exchange period
* provisions as to whether the conversion or exchange rights
will be at the option of the senior debt holders, CenturyTel, or
both
* the events requiring an adjustment of the conversion or
exchange price or ratio
* any restrictions on conversion or exchange.
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REDEMPTION AND SINKING FUND PROVISIONS
A series may be redeemed, in whole or in part, upon not less than 30
days' and not more than 60 days' notice at the redemption prices and
subject to the terms and conditions (including those relating to any
sinking fund established with respect to such series) that may be set forth
in a board resolution or supplemental indenture and in the prospectus
supplement relating to such series (SECTIONS 3.01 AND 3.02). If less than
all of the senior debt securities of the series are to be redeemed, the
Trustee shall select the senior debt securities of such series, or portions
thereof, to be redeemed pro rata, by lot or by any other method the Trustee
shall deem fair and reasonable (SECTION 3.02).
REPLACEMENT OF SECURITIES
We will replace any senior debt security that becomes mutilated,
destroyed, lost or stolen at the expense of the holder. The holder should
deliver the senior debt security or satisfactory evidence of the
destruction, loss or theft thereof to us and the Trustee. An indemnity
satisfactory to us and the Trustee may be required before a replacement
security will be issued (SECTION 2.07).
EVENTS OF DEFAULT AND NOTICE THEREOF
Unless we state otherwise in the applicable prospectus supplement, the
terms and conditions set forth under this heading will govern defaults
under the Indenture. The Indenture provides that each of the following
described events constitute Events of Default with respect to each series
of senior debt securities:
* failure for 30 business days to pay interest on the senior
debt securities of that series when due
* failure to pay principal of (or premium, if any, on) the
senior debt securities of that series when due (whether at
maturity, upon redemption, by declaration or otherwise) or to
make any sinking or analogous fund payment with respect to that
series unless caused solely by a wire transfer malfunction or
similar problem outside our control
* failure to observe or perform any other covenant of that
series for 60 days after written notice with respect thereto
* certain events relating to bankruptcy, insolvency or
reorganization (SECTION 6.01).
If an Event of Default shall occur and be continuing with respect to
any series and if it is known to the Trustee, the Trustee is required to
mail to each holder of that series a notice of the Event of Default within
90 days of such default (SECTION 6.07).
Upon an Event of Default, the Trustee or the holders of not less than
25% in aggregate outstanding principal amount of any series, by notice in
writing to us (and to the Trustee if given by such holders), may declare
the principal of all senior debt securities of that series due and payable
immediately, but the holders of a majority in aggregate outstanding
principal amount of such series may rescind such declaration and waive the
default if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal (and premium, if any) has
been deposited with the Trustee before any judgment or decree for such
payment has been obtained or entered (SECTION 6.01).
Holders of senior debt securities may not enforce the Indenture
except as provided therein. Subject to the provisions of the
Indenture relating to the duties of the Trustee, if an Event of Default
occurs and is continuing the Trustee will be under no obligation to
exercise any of the rights or powers under the Indenture at the request
or direction of any holders of the affected series, unless, among other
things, the holders shall have offered the Trustee indemnity reasonably
satisfactory to it. Subject to the indemnification provisions and certain
limitations contained in the Indenture, the holders of a majority in
aggregate principal amount of the senior debt securities of such series
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then outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. The holders of a
majority in aggregate principal amount of the then outstanding senior debt
securities of any series affected by a default may, in certain cases, waive
such default except a default in payment of principal of, or any premium,
if any, or interest on, the senior debt securities of that series or a call
for redemption of the senior debt securities of that series (SECTIONS 6.04
AND 6.06).
We will be required to furnish to the Trustee annually a statement
regarding our performance of certain of our obligations under the Indenture
(SECTION 5.03).
DISCHARGE AND DEFEASANCE
The Indenture provides that we may discharge the Indenture with
respect to any series, subject to certain exceptions, if at any time
(1) we deliver to the Trustee for cancellation all outstanding senior
debt securities of that series previously authenticated and for
whose payment money or U.S. Government Obligations have been
deposited in trust by us, or
(2) all outstanding senior debt securities of that series not
previously delivered to the Trustee for cancellation by us shall
have become due and payable or are to become due and payable or
called for redemption within one year and we have deposited with
the Trustee the entire amount in moneys or U.S. Government
Obligations sufficient, without reinvestment, to pay at maturity
or upon redemption the outstanding senior debt securities,
including principal (and premium, if any) and interest due or to
become due to the date of maturity or redemption, and if we shall
also pay or cause to be paid all other sums payable thereunder
with respect to that series (SECTION 11.01).
Additionally, the Indenture provides that we may discharge all of our
obligations under the Indenture with respect to any series, subject to
certain exceptions, if at any time all outstanding senior debt securities
of that series not previously delivered to the Trustee for cancellation by
us or which have not become due and payable as described above shall have
been paid by us by depositing irrevocably with the Trustee moneys or U.S.
Government Obligations sufficient to pay at maturity or upon redemption the
outstanding senior debt securities, including principal (and premium, if
any) and interest due or to become due to the date of maturity or
redemption, and if we shall also pay all other sums payable thereunder with
respect to that series (SECTION 11.02).
MERGER AND CONSOLIDATION
Nothing in the Indenture or any of the senior debt securities prevents
us from consolidating or merging with or into, or selling or otherwise
disposing of all or substantially all of our assets to, another
corporation, provided that (1) we agree to obtain a supplemental indenture
pursuant to which the surviving entity or transferee agrees to assume our
obligations under all outstanding senior debt securities and (2) the
surviving entity or transferee is organized under the laws of the United
States, any state thereof or the District of Columbia (SECTION 10.01).
MODIFICATION OF INDENTURE
The Indenture contains provisions permitting us, when authorized by a
board resolution, and the Trustee, with the consent of the holders of not
less than a majority in aggregate principal amount of the senior debt
securities of any series at the time outstanding and affected by such
modification, to modify the Indenture or any supplemental indenture
affecting that series. However, no such modification may:
(1) extend the fixed maturity of any senior debt securities of any
series, reduce the principal amount thereof, reduce the rate or
extend the time of payment of interest thereon or reduce any premium
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payable upon the redemption thereof, without the consent
of the holder of each senior debt security so affected, or
(2) reduce the aforesaid percentage of senior debt securities, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holder of each senior debt
security then outstanding and affected thereby (SECTION 9.02).
CenturyTel and the Trustee may execute, without the consent of any
holder of senior debt securities, a supplemental indenture for certain
other usual purposes, including the following:
* creating a new series
* evidencing the assumption by any successor to CenturyTel of
our obligations under the Indenture
* adding covenants to the Indenture for the protection of the
holders of senior debt securities
* curing any ambiguity or inconsistency in the Indenture, or
making other provisions as shall not adversely affect the
interests of the holders of the senior debt securities of any
series
* changing or eliminating any provisions of the Indenture
provided that there is no outstanding senior debt security of any
series created prior to such change which would benefit therefrom
(SECTIONS 2.01, 9.01 AND 10.01).
LIMITATIONS ON LIENS
The Indenture provides that CenturyTel will not, while any of the
senior debt securities remain outstanding, create or suffer to exist any
mortgage, lien, pledge, security interest or other encumbrance (which we
collectively refer to below as liens) upon our property, whether now owned
or hereafter acquired, unless we shall secure the senior debt securities
then outstanding by such lien equally and ratably with all obligations and
indebtedness thereby secured so long as such obligations and indebtedness
remain so secured. Notwithstanding the foregoing, the Indenture will not
restrict us from creating or suffering to exist any of the following:
* liens upon property hereafter acquired by us or liens on such
property at the time of the acquisition thereof, or conditional
sales agreements or title retention agreements with respect to
any such property
* liens on the stock of a corporation which, when such liens
arise, concurrently becomes our subsidiary, or liens on all or
substantially all of the assets of a corporation arising in
connection with our purchase thereof
* liens for taxes and similar levies, deposits to secure performance
or obligations under certain specified circumstances and laws,
mechanics' liens and similar liens arising in the ordinary course
of business, liens created by or resulting from legal proceedings
being contested in good faith, certain specified zoning restrictions
and other restrictions on the use of real property, interests of
lessors in property subject to any capitalized lease, and certain
other similar liens generally arising in the ordinary course of
business
* liens existing on the date of the Indenture
* liens that replace, extend or renew any lien otherwise permitted
under the Indenture (SECTIONS 4.05 AND 4.06).
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The restriction in the Indenture described above would not protect the
senior debt holders in the event of a highly leveraged transaction in which
unsecured indebtedness was incurred or in which the liens arising in
connection therewith were freely permitted under the Indenture, nor would
it afford protection in the event of one or more highly leveraged
transactions in which secured indebtedness was incurred by our
subsidiaries. However, in the event of one or more highly leveraged
transactions in which we incurred secured indebtedness, these provisions
would require the senior debt securities to be secured equally and ratably
with such indebtedness, subject to the exceptions described above.
CONCERNING THE TRUSTEE
The Trustee, prior to the occurrence of an Event of Default,
undertakes to perform only such duties as are specifically set forth in the
Indenture and, after the occurrence of an Event of Default, shall exercise
the same degree of care as a prudent person would exercise in the conduct
of such person's own affairs (SECTION 7.01). Subject to such provision,
the Trustee is under no obligation to exercise any of the rights or powers
vested in it by the Indenture at the request, order or direction of any
senior debt holders, unless offered reasonable security or indemnity by
such holders against the costs, expenses and liabilities which might be
incurred thereby (SECTION 7.02). The Trustee is not required to expend or
risk its own funds or incur personal financial liability in the performance
of its duties if the Trustee reasonably believes that repayment of such
funds or liability or adequate indemnity is not reasonably assured to it
(SECTION 7.01). We will pay the Trustee reasonable compensation and
reimburse it for all reasonable expenses incurred in accordance with the
Indenture (SECTION 7.06).
The Trustee may resign with respect to one or more series and a
successor Trustee may be appointed to act with respect to such series
(SECTION 7.10).
The Trustee also serves as trustee for certain of our employee benefit
plans and provides revolving credit and other traditional banking services
to CenturyTel. The following officers and directors of CenturyTel act as
non-voting regional advisory directors of the Trustee: Clarke M. Williams,
Chairman of the Board, Glen F. Post, III, President, Chief Executive
Officer and Vice Chairman of the Board, and William R. Boles, Jr.,
Director.
DESCRIPTION OF PREFERRED STOCK
We may issue preferred stock in one or more series. This general
description and the specific description of any particular series of
preferred stock in the related prospectus supplement will not be complete.
You should refer to the applicable provisions in our articles of
incorporation and the articles of amendment relating to each series of
preferred stock that has been or will be filed by us with the Securities
and Exchange Commission.
GENERAL
Our articles of incorporation authorize the board of directors to
issue from time to time, without shareholder approval, up to 2,000,000
shares of preferred stock, par value $25.00 per share, in one or more
series. As of March 31, 2000, we had outstanding 319,000 shares of Series
L preferred stock. The rights, preferences, designations and size of each
series will be described in an amendment to our articles of incorporation.
A prospectus supplement relating to each series will specify the terms of
the preferred stock as determined by our board of directors, including the
following:
* the specific designation, number of shares, rank and purchase
price
* any per share liquidation preference
* any redemption, payment or sinking fund provisions
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* any dividend rates (fixed or variable) and the dates on which any
dividends will be payable (or the method by which the rates or
dates will be determined)
* any voting rights
* the methods by which amounts payable in respect of the
preferred stock may be calculated
* whether the preferred stock is convertible or exchangeable
and, if so, a description of each of the following:
(1) the securities into which the preferred stock is
convertible or exchangeable
(2) the terms and conditions upon which conversions or exchanges
will be effected, including the initial conversion or
exchange prices or ratios
(3) the conversion or exchange period
(4) any other related provision
* a description of any material United States federal income tax
consequences relating to the series
* the place or places where dividends and other payments on the
preferred stock will be payable
* any additional voting, dividend, liquidation, redemption,
sinking fund or other rights, preferences, qualifications,
limitations and restrictions.
Unless the applicable prospectus supplement states otherwise, the
preferred stock will not have preemptive rights and all shares of preferred
stock will be of equal rank, regardless of series. Neither the par value
nor the liquidation preference of the preferred stock is indicative of the
price at which the preferred stock may actually trade on or after the date
of issuance. Unless the applicable prospectus supplement states
otherwise, there will be no restriction on our ability to repurchase or
redeem preferred stock while there is any arrearage in payment of dividends
or sinking fund installments.
Although it has no present intention to do so, our board of directors
could authorize us to issue preferred stock with voting, conversion and
other rights that could adversely affect the voting power and other rights
of holders of our common stock or other series of preferred stock. Also,
the issuance of preferred stock could have the effect of delaying,
deferring or preventing a change in control.
OUTSTANDING PREFERRED STOCK
As of March 31, 2000, we had outstanding 319,000 shares of 5%
Cumulative Convertible Series L Preferred Stock. Each share of
Series L Preferred Stock entitles the holder thereof to one vote on
all matters duly submitted to a vote of shareholders. The holder of each
share of Series L Preferred Stock is entitled to receive an annual cash
dividend of $1.25, payable in quarterly installments. Dividends on Series
L Preferred Stock are cumulative and dividends cannot be paid with respect
to common stock unless all cumulative dividends on all shares of Series
L Preferred Stock shall have been paid. In the event we liquidate, dissolve
or wind up our affairs, the holders of Series L Preferred Stock are
entitled to receive, equally and ratably with all other holders of preferred
stock of equal rank, $25.00 per share plus accrued and unpaid dividends,
before any payment is made to holders of common stock. Each share of Series
L Preferred Stock is convertible, at the option of the holder, into the number
of shares of common stock derived by dividing $25.00 by the "Conversion Price"
(currently, approximately $18.33 following adjustments due to the occurrence
of certain specified Diluting Events).
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We anticipate that any series of preferred stock issued hereunder will
have the same rank as the Series L Preferred Stock as to dividend payments
and liquidation distributions. However, if so indicated in a prospectus
supplement, the terms of any series issued hereunder may differ from the
terms set forth herein.
DESCRIPTION OF THE COMMON STOCK
Our articles of incorporation authorize us to issue 350,000,000 shares
of Common Stock, $1.00 par value per share. As of March 31, 2000,
140,229,175 shares of common stock were outstanding. The common stock is
listed for trading on the New York Stock Exchange.
GENERAL
VOTING RIGHTS. Under our articles of incorporation, each share of
common stock that has been beneficially owned by the same person or entity
continuously since May 30, 1987 generally entitles the holder 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. Accordingly, each
share issued in connection with this prospectus will entitle the holder to
one vote, and, subject to limited exceptions, each other share of common
stock issued by us in the future will entitle the holder to one vote.
Holders of our 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. Our board of directors is divided into three classes of
directors, with each class serving three-year terms. Each class is
required to be as nearly equal in number as possible.
As of March 13, 2000, Regions Bank, the trustee for two of our
employee benefit plans, was the record holder of common stock having
approximately 28.5% 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.
OTHER RIGHTS. Holders of common stock are entitled to receive
dividends when, as and if declared by the board of directors, out of funds
legally available therefor, subject to the preferences applicable to any
outstanding preferred stock.
In the event we liquidate, dissolve or wind up our affairs, holders of
common stock are entitled to receive ratably all of our assets remaining
after satisfying the preferences of our creditors and the holders of any
outstanding preferred stock.
Our common stock is not redeemable and has no subscription, conversion
or preemptive rights. All of our outstanding shares of common stock have
been fully paid and are non-assessable.
PREFERENCE SHARE PURCHASE RIGHTS
We have adopted a Rights Agreement that provides for the issuance of
one preference share purchase right for each outstanding share of common
stock. If anyone acquires 15% or more of our outstanding common stock (which
we refer to as an Acquiring Person), each holder of a right, other than the
Acquiring Person, will be entitled to receive upon exercise of each right
additional shares of our common stock having a current market value of two
times the exercise price of $135. In addition, if we are acquired in a merger
or other business combination or 50% or more of our assets or earning power is
sold after there is an Acquiring Person, each holder of a right will be
entitled to buy, at the exercise price, common stock of the acquirer having
a current market value of two times the exercise price.
At any time before there is an Acquiring Person, we can redeem the
rights in whole, but not in part, for $.01 per right, or may amend the
Rights Agreement in any way without the consent of the holders of the
rights.
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Prior to an Acquiring Person acquiring 50% or more of our outstanding
common stock, we may exchange the rights, other than rights held by the
Acquiring Person, for common stock at an exchange ratio specified in the
Rights Agreement.
Until a right is exercised, the holder thereof, as such, will have no
rights as a shareholder. The rights will expire on November 1, 2006,
unless we extend this date or redeem or exchange the rights.
The complete terms of the rights are contained in our Rights
Agreement, as amended, which is incorporated by reference as an exhibit to
the registration statement referred to on page 1. In addition, you should
refer to our registration statements, as amended and restated on Form
8-A/A, which are also incorporated by reference to the registration
statement referred on page 1. These registration statements on Form 8-A/A
include more specific descriptions of the terms of the rights and
provisions of our articles of incorporation and by-laws that could have an
effect of delaying, deferring, discouraging or preventing a change in
control of our company.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of senior debt securities,
preferred stock or common stock. Warrants may be issued independently or
together with other securities and may be attached to or separate from any
offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or
trust company, as warrant agent. The warrant agent will act solely as our
agent in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial
owners of warrants. This summary of certain provisions of the warrants is
not complete. For the complete terms of the warrant agreement, you should
refer to the provisions of the warrant agreement that will be filed by us
with the Securities and Exchange Commission in connection with the offering
of such Warrants.
The prospectus supplement relating to any particular issue of warrants
will describe the terms of the warrants, including the following:
* the title and aggregate number of warrants
* the offering price for the warrants, if any
* the designation and terms of the securities that may be
purchased upon exercise of the warrants
* if applicable, the designation and terms of the securities
with which the warrants are issued and the number of warrants
issued with each other security
* if applicable, the date on and after which the warrants and
the related other securities issued therewith will be separately
transferable
* the number of shares of common stock or preferred stock or the
principal amount of debt securities that may be purchased upon
exercise of a warrant and the price at which the securities may
be purchased upon exercise, which may be payable in cash,
securities or other property
* the date on which the right to exercise the warrants begins
and the date on which the right expires
* if applicable, the minimum or maximum amount of warrants that
may be exercised at any one time
* whether the warrants represented by the warrant certificates
or securities that may be issued upon exercise of the warrants
will be issued in registered or bearer form
17
<PAGE>
* information with respect to book-entry procedures, if any
* a discussion of any material United States federal income tax
considerations
* the anti-dilution provisions of the warrants, if any
* any applicable redemption or call provisions
* any other terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants.
PLAN OF DISTRIBUTION
We may sell securities directly to one or more purchasers or to or
through underwriters, dealers or agents or through a combination of any
such methods of sale. Our prospectus supplement will set forth the terms
of the offering, including the name or names of any underwriters, the
purchase price and proceeds to us from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the
initial public offering price and any discounts or concessions allowed,
reallowed or paid to dealers, and any securities exchanges on which the
securities may be listed.
We may distribute our securities from time to time in one or more
transactions at fixed or variable prices, at prices equal or related to
prevailing market prices or at negotiated prices. We also may directly
offer and sell securities in exchange for, among other things, our
outstanding debt or equity securities.
If underwriters are used in the sale, the underwriters will acquire
the securities for their own account. The underwriters may resell the
securities periodically in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. Securities may be offered to the public
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more underwriters without a syndicate.
Unless otherwise set forth in the prospectus supplement, the obligations of
the underwriters to purchase securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase
all securities offered if any are purchased. Any initial public offering
price and any discounts or concessions allowed, reallowed or paid to
dealers may be changed from time to time. We may grant underwriters who
participate in the distribution of securities an option to purchase
additional securities to cover any over-allotments in connection with the
distribution.
If a dealer is used in an offering of securities, we may sell the
securities to the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer
at the time of sale.
Commissions payable by us to any agent involved in the offer or sale
of securities, or the method by which such commissions may be determined,
will be set forth in a prospectus supplement. Unless otherwise indicated
in the prospectus supplement, the agent will be acting on a best efforts
basis.
In connection with the sale of any securities, underwriters
or agents may be deemed to have received compensation from us in
the form of underwriting discounts or commissions and may also
receive commissions from purchasers of such securities for whom
they may act as agents. Underwriters may sell any securities to or
through dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions
from the purchasers for whom they may act as agent, or both.
Dealers and agents named in a prospectus supplement may be deemed to
be underwriters of the securities within the meaning of the Securities Act
of 1933. Underwriters, dealers and agents may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that the underwriters, dealers or agents may be
18
<PAGE>
required to make. Underwriters, dealers and agents may be
customers of, engage in transactions with, or perform services for us in
the ordinary course of business.
If so indicated in the prospectus supplement, we may authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase securities pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future.
There may be limitations on the minimum amount which may be purchased by an
institution or on the portion of the aggregate principal amount of the
particular securities that may be sold pursuant to these arrangements. The
obligations of any purchaser under a delayed delivery contract will not be
subject to any conditions except that any related sale of offered
securities to underwriters shall have occurred and the purchase by an
institution of the securities covered by its delayed delivery contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which that institution is subject.
Underwriters will not have any responsibility in respect of the validity of
any delayed delivery contract or the performance by us or any institution
thereunder.
Except for our common stock, none of the securities when first issued
will have an established trading market. Any underwriters, dealers or
agents to or through whom the securities are sold for public offering may
make a market in the securities. However, generally they will not be
obligated to make a market and may discontinue any market making at any
time without notice. If the securities are traded after their initial
issuance, they may trade at a discount from their initial public offering
price, depending on general market conditions, the market for similar
securities, our performance and other factors. Other than with respect to
our common stock, which is currently traded on the New York Stock Exchange,
there can be no assurance that an active public market for the securities
will develop or be maintained.
LEGAL MATTERS
The validity of the securities will be passed upon for us by Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans,
Louisiana. Certain legal matters relating to offerings of securities may
be passed upon for the underwriters, dealers or agents, if any, by
Winthrop, Stimson, Putnam & Roberts, New York, New York.
EXPERTS
The consolidated financial statements and related financial statement
schedules of CenturyTel, Inc. and subsidiaries as of December 31, 1999 and
1998, and for each of the three years in the three-year period ended
December 31, 1999, included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, have been incorporated by reference
herein and in the registration statement 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.
* * * * * * * * * *
19
<PAGE>
- -------------------------------------------------------------------------------
$2,000,000,000
CENTURYTEL, INC.
Senior Debt Securities
Preferred Stock
Common Stock
Warrants
--------------
PROSPECTUS
--------------
__________, 2000
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses payable by us in connection with the
offering described in the registration statement are as follows:
SEC registration fee ................... $ 307,560
Printing costs ......................... 15,000
Legal fees and expenses ................ 50,000
Accounting fees and expenses ........... 50,000
Rating agency fees ..................... 855,000
Blue Sky fees and expenses ............. 7,500
Fees and expenses of Trustee ....... 15,000
Miscellaneous .......................... 4,940
Total .................................. $ 1,305,000
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 us 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.
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.
II-1
<PAGE>
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 SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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) 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 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 CenturyTel'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
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.
(c) 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
II-2
<PAGE>
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
* * * * * * * * * *
II-3
<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-3 and has duly caused
this pre-effective amendment no. 1 to this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Monroe, State of Louisiana, on May 11, 2000.
CENTURYTEL, INC.
By: /S/ Harvey P. Perry
-------------------------------------------
Harvey P. Perry
Executive Vice President, Chief
Administrative Officer, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
pre-effective amendment no. 1 to this registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board May 11, 2000
- ------------------------- of Directors
Clarke M. Williams
* Vice Chairman of the Board May 11, 2000
- ------------------------- of Directors, President and
Glen F. Post, III Chief Executive Officer
* Executive Vice President and May 11, 2000
- ------------------------- Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
* Vice President and Controller May 11, 2000
- ------------------------- (Principal Accounting Officer)
Neil A. Sweasy
/S/ Harvey P. Perry Director May 11, 2000
- -------------------------
Harvey P. Perry
* Director May 11, 2000
- -------------------------
Jim D. Reppond
* Director May 11, 2000
- -------------------------
William R. Boles, Jr.
S-1
<PAGE>
* Director May 11, 2000
- -------------------------
Ernest Butler, Jr.
Director
- -------------------------
Calvin Czeschin
* Director May 11, 2000
- -------------------------
W Bruce Hanks
* Director May 11, 2000
- -------------------------
R. L. Hargrove, Jr.
* Director May 11, 2000
- -------------------------
Johnny Hebert
* Director May 11, 2000
- -------------------------
F. Earl Hogan
* Director May 11, 2000
- -------------------------
C. G. Melvillem, Jr.
* Director May 11, 2000
- -------------------------
Virginia Boulet
*BY: /S/ Harvey P. Perry
-----------------------------
Harvey P. Perry
Attorney-in-Fact
S-2
<PAGE>
EXHIBIT INDEX
EXHIBIT
No. EXHIBIT
1 Form of Underwriting Agreement to be used in connection with sales
of senior debt securities.*
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 By-laws of CenturyTel as amended through November 18, 1999
(incorporated by reference to Exhibit 3(ii) of CenturyTel's Annual
Report on Form 10-K for the year ended December 31, 1999).
4.1 Rights Agreement dated as of August 27, 1996 between CenturyTel
and Harris Trust and Savings Bank (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).
4.2 Indenture dated as of March 31, 1994 between CenturyTel and Regions
Bank (successor-in-interest to First American Bank & Trust of
Louisiana and Regions Bank of Louisiana), as Trustee.*
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.*
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 CenturyTel'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
CenturyTel'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 LLP.**
E-1
<PAGE>
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.
** Filed herewith.
*** To be filed by one or more post-effective amendments to this
registration statement pursuant to Rule 462(D) if CenturyTel determines
that such securities are to be sold.
E-2
EXHIBIT 12
TO REGISTRATION STATEMENT
RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEAR ENDED DECEMBER 31
AND THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
for S-3 shelf registration statement
<TABLE> Three months
<CAPTION> ended
1995 1996 1997 1998 1999 March 31, 2000
--------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net income 114,776 129,077 225,978 228,757 239,769 49,284
Income taxes 68,292 74,565 152,363 158,701 189,503 36,484
--------------------------------------------------------------
Pretax income 183,068 203,642 408,341 387,458 429,272 85,768
Adjustments to earnings:
Fixed charges 44,484 46,145 57,731 168,586 152,950 36,882
Capitalized interest (746) (1,063) (797) (626) (1,990) (741)
Preferred dividends paid to outside parties (123) (420) (460) (408) (403) (99)
Gross earnings from unconsolidated
cellular partnerships (20,155) (26,952) (27,852) (32,869) (29,956) (2,379)
Distributed earnings from unconsolidated
cellular partnerships 4,957 15,648 16,825 26,515 22,219 1,298
Gross losses from unconsolidated
cellular partnerships 71 0 58 0 2,281 3,835
Minority losses from majority-owned
subsidiaries (321) (239) (1,437) (37) (10) (55)
--------------------------------------------------------------
Earnings as adjusted 211,235 236,761 452,409 548,619 574,363 124,509
==============================================================
Fixed charges:
Interest expense 43,615 44,662 56,474 167,552 150,557 36,042
Interest capitalized 746 1,063 797 626 1,990 741
Interest portion of rental expense - - - - - -
Preferred dividends paid to outside parties 123 420 460 408 403 99
--------------------------------------------------------------
Total fixed charges 44,484 46,145 57,731 168,586 152,950 36,882
==============================================================
Ratio of earnings to fixed charges 4.75 5.13 7.84 3.25 3.76 3.38
==============================================================
Ration of earnings to fixed charges and preferred stock
dividends 4.74 5.10 7.80 3.25 3.75 3.37
==============================================================
</TABLE>
EXHIBIT 23.1
TO REGISTRATION STATEMENT
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CenturyTel, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
Shreveport, Louisiana
May 12, 2000
EXHIBIT 25
TO REGISTRATION STATEMENT
Registration No. 333-35432
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
-------------
REGIONS BANK
(Exact names of trustees as specified in its charter)
ALABAMA STATE BANKING CORPORATION 63-0371391
(Jurisdiction of incorporation or organization (I.R.S. Employer
if not a U.S. national bank) Identification No.)
417 NORTH 20TH STREET
BIRMINGHAM, ALABAMA 35203
(Address of principal (Zip Code)
executive offices)
ROBERT B. RINEHART
REGIONS BANK
60 COMMERCE STREET
MONTGOMERY, ALABAMA 36104
334-230-6120
(Name, address and telephone number
of agent for service)
-------------
CENTURYTEL, INC.
(Exact names of obligors as specified in their charters)
LOUISIANA 72-0651161
(States or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification Nos.)
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(Addresses of principal executive offices) (Zip Code)
ALL SENIOR DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Federal Deposit Insurance Corporation, Washington, D.C.
Alabama State Banking Department, Montgomery, Alabama.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
None.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Not applicable.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not applicable.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
Not applicable.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR THEIR
OFFICIALS.
Not applicable.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Not applicable.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not applicable.
1
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not applicable.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not applicable.
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR.
Not applicable.
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not applicable.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any such
default.
There is not, nor has there been, a default with respect to the
securities under this Indenture.
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been a
default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.
There has not been a default under any such indenture or series.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
Not applicable.
ITEM 15. FOREIGN TRUSTEE.
Not applicable.
2
<PAGE>
ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith:
exhibits, if any, identified in parentheses are on file with the Commission
and are incorporated herein by reference as exhibits hereto pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 and Rule 24 of the
Commissions Rules of Practice.
1a. Restated Articles of Incorporation of the Trustee. (Exhibit
1 to Form T-1, Registration No. 22-21909).
1b. Articles of Amendment to Restated Articles of Incorporation
of the Trustee. (Exhibit 1b to Form T-1, filed in
connection with the Current Report on Form 8-K of BellSouth
Telecommunications, Inc. dated October 9, 1997).
2. Not applicable.
3. Authorization of the Trustee to exercise corporate trust
powers (Exhibit 3 to Form T-1, Registration No. 22-21909).
4. Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration
No. 33-60351).
5. Not applicable.
6. Consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended.
7. Latest report of condition of the Trustee published pursuant
to law or the requirements of its supervising or examining
authority as of the close of business on March 31, 2000.
8. Not applicable.
9. Not applicable.
-------------
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Regions Bank, a state banking corporation organized and existing
under the laws of the State of Alabama, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Montgomery and State of Alabama, on the
11th day of May, 2000.
REGIONS BANK
By: /S/ Robert B. Rinehart
----------------------------------
Robert B. Rinehart
Senior Vice President and Corporate
Trust Manager
4
<PAGE>
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issue of senior
debt securities by CenturyTel, Inc., we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
REGIONS BANK
By: /S/ Robert B. Rinehart
------------------------------------
Robert B. Rinehart
Senior Vice President and Corporate
Trust Manager
Dated: May 12, 2000
5
<PAGE>
EXHIBIT 7 TO FORM T-1
CONSOLIDATED REPORT OF CONDITION OF
Regions Bank
of 417 North 20th Street, Birmingham, Alabama 35203
and Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 2000, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act
<TABLE>
<CAPTION>
DOLLAR
AMOUNT
IN
THOUSANDS
---------
<S> <C>
ASSETS
- ------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ................. $ 2,116,978
Interest-bearing balances .......................................... 49,491
Securities:
Held to maturity securities ........................................ 3,569,196
Available for sale securities ...................................... 5,366,423
Federal Funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds sold and securities purchased under agreements to
resell ............................................................. 25,138
Loans and lease financing receivables:
Loans and leases, net of unearned income .............. $ 29,210,693
Less: Allowance for loan and lease losses ............ 347,698
Less: Allocated transfer risk reserve ................. 0
------------
Loans and leases, net of unearned income, allowance, and reserve ... 28,862,995
Trading assets ....................................................... 24,154
Premises and fixed assets (including capitalized leases) ............. 561,236
Other real estate owned .............................................. 13,500
Investments in unconsolidated subsidiaries and associated companies .. 66,619
Customers liability to this bank on acceptances outstanding .......... 85,624
Intangible assets .................................................... 304,345
Other assets ......................................................... 879,898
------------
TOTAL ASSETS ......................................................... $ 41,925,597
6
<PAGE>
LIABILITIES
- -----------
Deposits:
In domestic offices ................................................ $ 29,993,681
Noninterest-bearing ................................... $ 4,246,330
Interest-bearing ...................................... 25,747,351
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs ...... 2,850,011
Noninterest-bearing ................................... 0
Interest-bearing ...................................... 2,850,011
------------
Federal funds purchased and securities sold under agreements to
repurchase ......................................................... 2,824,740
Demand notes issued to the U.S. Treasury ............................. 0
Trading liabilities .................................................. 445
Other Borrowed money:
With a remaining maturity of one year or less ...................... 1,272,759
With a remaining maturity of one through three years ............... 4,265
With a remaining maturity of more than three years ................. 1,502,787
Bank's liability on acceptances executed and outstanding ............. 85,624
Subordinated notes and debentures .................................... 46,572
Other liabilities .................................................... 349,956
TOTAL LIABILITIES .................................................... 38,930,840
EQUITY CAPITAL
Perpetual Preferred Stock and Related Surplus ........................ 0
Common stock ......................................................... 103
Surplus .............................................................. 1,014,581
Undivided profits and capital reserves ............................... 2,117,625
Net unrealized holding gains (Losses) on available-for-sale
securities ........................................................... (137,552)
Accumulated net gains (Losses) on cash flow hedges ................... 0
Cumulative foreign currency translation adjustments .................. 0
TOTAL EQUITY CAPITAL ................................................. 2,994,757
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND
EQUITY CAPITAL ..................................................... $ 41,925,597
============
</TABLE>
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