-----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, TJmf1QcmBe+mesBwH986XxLd7Phugz0qszEAtK2fIq2FuEP08c0kulKOBpCf+Uro EwkCL/rvqO1DPrn2yvvfMg== 0000018926-05-000026.txt : 20050404 0000018926-05-000026.hdr.sgml : 20050404 20050404123916 ACCESSION NUMBER: 0000018926-05-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050404 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 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: 000-50260 FILM NUMBER: 05728442 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: CENTURY TELEPHONE ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19720512 8-K 1 file8k.txt CONSENT SOLICITATION 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) April 4, 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 * * * * * * * * Item 8.01 Other Events In our Form 8-K report filed on October 28, 2004 and our Form 10-Q report for the quarter ended September 30, 2004, we disclosed our intention to undertake transactions mitigating the dilutive impact of settling our outstanding equity units in stock on their settlement date of May 16, 2005. On January 21, 2005, we filed preliminary consent solicitation materials with the Securities and Exchange Commission describing our plans to solicit consents to permit us to settle our outstanding equity units in cash in lieu of stock. Following conversations with the SEC's staff, we have elected not to pursue our proposed consent solicitation, principally due to the lack of time to restructure the solicitation in a manner that would accommodate comments raised by the SEC's staff. We intend to review alternative transactions designed to mitigate the dilutive impact of issuing stock pursuant to our equity units on May 16, 2005, including possible purchases of equity units and a potential accelerated share repurchase program. SIGNATURE 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 thereunto duly authorized. CenturyTel, Inc. Dated: April 4, 2005 By: /s/ Neil A. Sweasy ______________________ Neil A. Sweasy Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----