-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bb+Rj9FEpAxrbGWPYpu8Vd/37XWRZ5WlWWZo8P8zpma9Xh3JMh+k71d3Dqe0q190 BXHSss7g0gbKpSNg8FnsCg== 0000018926-02-000022.txt : 20020814 0000018926-02-000022.hdr.sgml : 20020814 20020814132120 ACCESSION NUMBER: 0000018926-02-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURYTEL INC CENTRAL INDEX KEY: 0000018926 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 720651161 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07784 FILM NUMBER: 02733816 BUSINESS ADDRESS: STREET 1: P O BOX 4065 STREET 2: 100 CENTURYTEL DR CITY: MONROE STATE: LA ZIP: 71203 BUSINESS PHONE: 3183889000 MAIL ADDRESS: STREET 1: 100 CENTURYTEL DR STREET 2: P O BOX 4065 CITY: MONROE STATE: LA ZIP: 71203 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 8-K 1 cert8k.txt FORM 8K CERTIFICATION 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 Earliest Event Reported: August 14, 2002 CENTURYTEL, INC. (Exact name of registrant as specified in its charter) 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)(Zip Code) (318) 388-9000 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) * * * * * * * * * Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Statement Under Oath of Principal Executive Officer dated August 14, 2002. 99.2 Statement Under Oath of Principal Financial Officer dated August 14, 2002. 99.3 Certification of Principal Executive Officer of contents of Form 10-Q for the period ending June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Principal Financial Officer of contents of Form 10-Q for the period ending June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.5 Press release dated August 14, 2002 announcing CEO and CFO certification of financial statements. Item 9. Regulation FD Disclosure On August 14, 2002, the Chief Executive Officer and the Chief Financial Officer of the registrant furnished to the Securities and Exchange Commission their sworn statements in compliance with the SEC's order of June 27, 2002 (File No. 4-460) pursuant to Section 21(a) of the Securities Exchange Act of 1934. A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2). On August 14, 2002, the Chief Executive Officer and the Chief Financial Officer of the registrant furnished to the SEC their certifications of contents of Form 10-Q for the period ending June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of each of these statements is attached hereto as an Exhibit (99.3 and 99.4). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTURYTEL, INC. /s/ Neil A. Sweasy By:________________________ Neil A. Sweasy Vice President and Controller Dated: August 14, 2002 EX-99 3 exh99-1.txt EXHIBIT 99.1 Exhibit 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Glen F. Post, III, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of CenturyTel, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of CenturyTel, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CenturyTel, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Glen F. Post, III ----------------------- Glen F. Post, III August 14, 2002 Subscribed and sworn to before me this 14th day of August, 2002. /s/ Kathy Tettleton ----------------------- Kathy Tettleton Notary Public My Commission Expires: At death EX-99 4 exh99-2.txt EXHIBIT 99.2 Exhibit 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, R. Stewart Ewing, Jr., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of CenturyTel, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report." o the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of CenturyTel, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CenturyTel, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ R. Stewart Ewing ----------------------- R. Stewart Ewing, Jr. August 14, 2002 Subscribed and sworn to before me this 14th day of August, 2002. /s/ Kathy Tettleton ----------------------- Kathy Tettleton Notary Public My Commission Expires: At death EX-99 5 exh99-3.txt EXHIBIT 99.3 Exhibit 99.3 CenturyTel, Inc. August 14, 2002 VIA EDGAR TRANSMISSION Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: CenturyTel, Inc. Certification of Contents of Form 10-Q for the period ending June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Ladies and Gentlemen: CenturyTel, Inc. (the "Company") filed today, via EDGAR, its quarterly report on Form 10-Q for the period ending June 30, 2002. The undersigned, who is the Chief Executive Officer of the Company, certifies that the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by such report. This certification is being furnished solely to comply with the r equirements of Section 906 of the Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, and is not being filed as a part of, or as an exhibit to, the Form 10-Q, or as a separate disclosure document. Very truly yours, /s/ Glen F. Post, III --------------------------- Glen F. Post, III Chairman of the Board of Directors, President and Chief Executive Officer EX-99 6 exh99-4.txt EXHIBIT 99.4 Exhibit 99.4 CenturyTel, Inc. August 14, 2002 VIA EDGAR TRANSMISSION Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: CenturyTel, Inc. Certification of Contents of Form 10-Q for the period ending June 30, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Ladies and Gentlemen: CenturyTel, Inc. (the "Company") filed today, via EDGAR, its quarterly report on Form 10-Q for the period ending June 30, 2002. The undersigned, who is the Chief Financial Officer of the Company, certifies that the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by such report. This certification is being furnished solely to comply with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, and is not being filed as a part of, or as an exhibit to, the Form 10-Q, or as a separate disclosure document. Very truly yours, /s/ R. Stewart Ewing, Jr. -------------------------- R. Stewart Ewing, Jr. Executive Vice President and Chief Financial Officer EX-99 7 exh99-5.txt EXHIBIT 99.5 Exhibit 99.5 FOR IMMEDIATE RELEASE: FOR MORE INFORMATION CONTACT: August 14, 2002 Media: Annmarie Sartor 318.388.9671 annmarie.sartor@centurytel.com Investors: Tony Davis 318.388.9525 tony.davis@centurytel.com CenturyTel CEO and CFO Certify Company's Financial Statements MONROE, La. ... CenturyTel (NYSE symbol: CTL) announced today that its Chairman, President and CEO, Glen F. Post III, and Chief Financial Officer, R. Stewart Ewing, Jr., signed and submitted sworn statements to the Securities and Exchange Commission affirming the filings made by the Company in 2002 under the Securities and Exchange Act of 1934 and furnished the certifications recently required by the Sarbanes-Oxley Act with respect to the Company's second quarter 2002 Form 10-Q. CenturyTel, Inc. provides communications services including local exchange, long distance, Internet access and data services to customers in 22 states. The Company, headquartered in Monroe, Louisiana, is publicly traded on the New York Stock Exchange under the symbol CTL. CenturyTel is the 8th largest local exchange telephone company, based on access lines, in the United States. Visit CenturyTel's corporate Web site at (www.centurytel.com). -----END PRIVACY-ENHANCED MESSAGE-----