Louisiana
|
1-7784
|
72-0651161
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
100
CenturyTel Drive
|
||
Monroe,
Louisiana
|
71203
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(b)
|
Pro
forma financial information.
|
(d)
|
Exhibits
|
CENTURYTEL,
INC.
|
|
By:
/s/ Neil A. Sweasy
|
|
Neil A. Sweasy
|
|
Vice President and Controller
|
|
Dated: August 5, 2009 |
Exhibit
No.
|
Description
|
2.1
|
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).
|
3.1
|
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).
|
3.2
|
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).
|
23.1*
|
Consent
of KPMG LLP, independent registered public accounting firm for Embarq
Corporation.
|
99.1*
|
Press
release dated June 25, 2009, announcing the receipt of the final
regulatory approval required to complete the Merger.
|
99.2*
|
Press
release dated July 1, 2009, announcing the completion of the
Merger.
|
99.3*
|
Form
of Indemnification Agreement entered into by CenturyTel, Inc. and its
directors.
|
99.4*
|
For
the quarterly periods ended March 31, 2009 and 2008, the following
consolidated financial statements of Embarq Corporation:
|
a).
Consolidated Balance Sheets as of March 31, 2009 and
December 31, 2008 (Unaudited)
|
|
b).
Consolidated Statements of Operations and Comprehensive Income for the
Quarterly Periods Ended March 31, 2009 and 2008 (Unaudited)
|
|
c).
Consolidated Statements of Cash Flows for the Quarterly Periods Ended
March 31, 2009 and 2008 (Unaudited)
|
|
d).
Consolidated Statement of Stockholders’ Equity for the Quarterly Period
Ended March 31, 2009 (Unaudited)
|
|
e).
Condensed Notes to Consolidated Financial Statements
(Unaudited)
|
|
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):
|
|
a).
Report of KPMG LLP, Independent Registered Public Accounting
Firm
|
|
b).
Consolidated Balance Sheets as of December 31, 2008 and
2007
|
|
c).
Consolidated Statements of Operations and Comprehensive Income (Loss) for
the Years Ended December 31, 2008, 2007 and 2006
|
|
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 |
|
f).
Notes to Consolidated Financial Statements |
|
99.5**
|
Unaudited
Pro Forma Combined Condensed Financial
Information
|