Louisiana
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1-7784
|
72-0651161
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
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File
Number)
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Identification
No.)
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100
CenturyTel Drive
|
|
Monroe,
Louisiana
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71203
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(Address
of principal executive offices)
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(Zip
Code)
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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Item
3.03.
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Material
Modifications to Rights of Security
Holders.
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Item
5.01.
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Changes
in Control of the Registrant.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Name
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Class
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Principal
Committee(s)
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Term
Expires
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|||
William
A. Owens
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I
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Nominating
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2010
|
|||
Stephanie
M. Shern
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I
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Audit,
Compensation
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2010
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|||
Peter
C. Brown
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II
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Audit,
Risk Evaluation
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2011
|
|||
Richard
A. Gephardt
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II
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Nominating
|
2011
|
|||
Thomas
A. Gerke
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II
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--
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2011
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|||
Steven
A. Davis
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III
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Risk
Evaluation
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2012
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|||
Laurie
A. Siegel
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III
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Compensation
(Chair)
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2012
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
|
•
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We
amended Sections 1.1, 1.2 and 2.2 of Article I of our bylaws to
(i) clarify the management positions that we are required or permitted to
maintain, (ii) eliminate various references to succession planning, (iii)
provide for the possibility of electing more than one vice chairman and
electing non-executive chairman or vice chairman, (iv) revise the scope of
the powers of the Chairman and the Vice Chairmen, (v) authorize the Board
to periodically designate certain officers as our executive officers, (vi)
authorize multiple assistant secretaries and (vii) make clarifying changes
to the powers and responsibilities of certain
officers.
|
|
•
|
Pursuant
to our obligations under the Merger Agreement, we added Article I,
Section 3, of our bylaws to provide that William A. Owens will serve
as our Chairman, and to provide that if he ceases to be Chairman at any
time before July 1, 2010, his replacement will be chosen from among
Peter C. Brown, Steven A. Davis, Richard A. Gephardt, Thomas A. Gerke,
Stephanie M. Shern or Laurie A.
Siegel.
|
|
•
|
We
amended Sections 3.1 and 3.2 of Article II of our bylaws to (i)
provide that special board meetings may be called by the Chief Executive
Officer, as well as the Chairman, and (ii) shorten the notice periods for
calling special board meetings.
|
|
•
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We
amended Article II, Section 10, of our bylaws to conform our
indemnification bylaw to the terms of the form of indemnification
agreement described above under
Item 5.02.
|
|
•
|
We
amended Article III, Section 1, of our bylaws to eliminate the
Executive Committee of the Board.
|
|
•
|
We
amended Article III, Section 5, of our bylaws to eliminate the
power of the Chairman to fill committee vacancies when the Board is not in
session, and instead empowered the Nominating and Corporate Governance
Committee to fill any committee vacancy that is not filled by the Board
within 30 days (subject to a provision that requires, for a one-year
period ending on July 1, 2010, any vacancy relating to a committee
position previously held by a director who served CenturyTel or Embarq
immediately prior to the Merger to be filled by another director who
previously served CenturyTel or Embarq,
respectively).
|
|
•
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We
amended Article IV, Section 3, of our bylaws to provide that
special shareholder meetings may be called only by the Board or, as
previously provided, the holders of a majority of the total voting
power.
|
|
•
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We
amended Article IV, Section 6.1, of our bylaws to reduce the
quorum required to organize our shareholder
meetings.
|
|
•
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We
amended Article V of our bylaws to authorize us to issue
uncertificated shares of stock.
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•
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We
amended Article VIII of our bylaws to authorize executive officers,
as well as the Board, to designate officers with authority to sign checks,
drafts and notes on our behalf.
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Item
8.01.
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Other
Events.
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Name
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Principal
Committee(s)
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||
Virginia
Boulet
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Compensation,
Nominating (Chair)
|
||
W.
Bruce Hanks
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Audit
(Chair), Risk Evaluation
|
||
Gregory
J. McCray
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Nominating,
Risk Evaluation
|
||
C.
G. Melville, Jr.
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Nominating,
Risk Evaluation (Chair)
|
||
Fred
R. Nichols
|
Audit,
Compensation
|
||
Harvey
P. Perry
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Compensation
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||
Glen
F. Post, III
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―
|
||
Joseph
R. Zimmel
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Audit
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
statements of business acquired.
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(b)
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Pro
forma financial information.
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(d)
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Exhibits
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CENTURYTEL,
INC.
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|
:
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By:
/s/ Neil A. Sweasy
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Neil
A. Sweasy
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Vice
President and Controller
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Dated: July
1, 2009
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of October 26, 2008, among CenturyTel,
Inc., Embarq Corporation and Cajun Acquisition Company (incorporated by
reference to Exhibit 99.1 of our Current Report on Form 8-K filed on
October 30, 2008).
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3.1
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Amended
and Restated Articles of Incorporation of CenturyTel, Inc. (incorporated
by reference to Exhibit 3.1 of Amendment No. 3 to our
Registration Statement on Form 8-A filed on July 1,
2009).
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3.2
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Amended
and Restated Bylaws of CenturyTel, Inc. (incorporated by reference to
Exhibit 3.2 of Amendment No. 3 to our Registration Statement on
Form 8-A filed on July 1, 2009).
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23.1
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Consent
of KPMG LLP, independent registered public accounting firm for Embarq
Corporation.
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99.1
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Press
release dated June 25, 2009, announcing the receipt of the final
regulatory approval required to complete the Merger.
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99.2
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Press
release dated July 1, 2009, announcing the completion of the
Merger.
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99.3
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Form
of Indemnification Agreement entered into by CenturyTel, Inc. and its
directors.
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99.4
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For
the quarterly periods ended March 31, 2009 and 2008, the following
consolidated financial statements of Embarq Corporation are filed
herewith:
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a).
Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
(Unaudited)
|
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b).
Consolidated Statements of Operations and Comprehensive Income for the
Quarterly Periods Ended March 31, 2009 and 2008 (Unaudited)
|
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c).
Consolidated Statements of Cash Flows for the Quarterly Periods Ended
March 31, 2009 and 2008 (Unaudited)
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d).
Consolidated Statement of Stockholders’ Equity for the Quarterly Period
Ended March 31, 2009 (Unaudited)
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e).
Condensed Notes to Consolidated Financial Statements
(Unaudited)
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For
the years ended December 31, 2008, 2007 and 2006, the following
consolidated financial statements of Embarq Corporation (retrospectively
reclassified for all periods and dates to report the financial results of
Embarq’s logistics business as discontinued operations) are filed
herewith:
|
|
a).
Report of KPMG LLP, Independent Registered Public Accounting
Firm
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b).
Consolidated Balance Sheets as of December 31, 2008 and
2007
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c).
Consolidated Statements of Operations and Comprehensive Income (Loss) for
the Years Ended December 31, 2008, 2007 and 2006
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d).
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006
e).
Consolidated Statements of Stockholders’ Equity for the Years Ended
December 31, 2008, 2007 and 2006
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f).
Notes to Consolidated Financial
Statements.
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