UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported)
February 3, 2005
Commission file number 1-7784
CENTURYTEL, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-0651161
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 CenturyTel Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (318) 388-9000
The information included in Item 2.02 and Item 9.01, except for any
forward-looking statements (including our forecast for the upcoming quarter and
year) and except for our references to non-GAAP financial measures (as defined
in Regulation G promulgated by the Securities and Exchange Commission), shall be
deemed incorporated by reference into any registration statement heretofore and
hereafter filed by us under the Securities Act of 1933, as amended, except to
the extent that such incorporated information is superceded by information as of
a subsequent date that is included in or incorporated by reference into any such
registration statement. None of the information included in Item 2.02 or
Item 9.01 shall be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.
Item 2.02 Results of Operations and Financial Condition
On February 3, 2005, we issued a press release announcing our fourth
quarter 2004 consolidated operating results. More complete information on our
operating results will be included in our Annual Report on Form 10-K for the
year ended December 31, 2004, which we expect to file shortly with the
Securities and Exchange Commission. The complete press release is included as
Exhibit 99.1.
Item 8.01 Other Events
On February 3, 2005, we issued a press release announcing (i) that our
board of directors approved a stock repurchase program authorizing us to
repurchase up to an aggregate of $200 million of either our common stock or
equity units and (ii) that we have entered into a definitive
agreement to purchase metro fiber networks in 16 markets from KMC Telecom
Holdings, Inc. for $65 million cash, subject to certain purchase price
adjustments. The complete press release is included as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated February 3, 2005 reporting fourth
quarter 2004 operating results.
99.2 Press release dated February 3, 2005 announcing stock
repurchase program and definitive agreement to purchase
metro fiber networks from KMC Telecom Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
CenturyTel, Inc.
By: /s/ Neil A. Sweasy
---------------------
Neil A. Sweasy
Vice-President and Controller
Dated: February 3, 2005