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) July 31, 2000
CenturyTel, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (318) 388-9000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to asset purchase agreements dated June 29, 1999 and July 8, 1999, on
July 31, 2000, affiliates of CenturyTel, Inc. (the "Company") acquired certain
assets from affiliates of Verizon Communications (successor to GTE Corporation)
("Verizon") in two separate transactions in exchange for an aggregate of
approximately $1.1 billion cash. Under these transactions:
o The Company purchased approximately 231,000 telephone access
lines and related local exchange assets comprising 106 exchanges
throughout Arkansas for approximately $824 million cash.
o Spectra Communications Group, LLC ("Spectra") purchased
approximately 127,000 telephone access lines and related local
exchange assets comprising 107 exchanges throughout Missouri for
approximately $290 million cash. The Company owns 57.1% of
Spectra, which was organized to acquire and operate these
Missouri properties. At closing, the Company made a preferred
equity investment in Spectra of approximately $55 million and
financed substantially all of the remainder of the purchase
price.
To finance these acquisitions on a short-term basis, the Company borrowed $800
million on a floating-rate basis under a $1.5 billion Revolving Credit Facility
Agreement dated July 31, 2000 with Bank of America, N.A., Citibank, N.A., Banc
of America Securities LLC and Salomon Smith Barney, Inc., and borrowed $300
million on a floating-rate basis under its existing senior unsecured credit
facility with Bank of America, N.A. Depending upon market conditions and other
factors, the Company expects to ultimately finance these transactions, along
with two other pending acquisitions of local exchange assets in Wisconsin, by
either issuing commercial paper, long-term debt, equity or equity-linked
securities, by selling or monetizing non-core assets or by some combination
thereof.
In addition to the continued provision of traditional local exchange telephone
services, the Company intends to provide long distance, Internet access and
other advanced technology services in certain of the service areas. The Company
currently offers long distance and Internet access service in certain of the
Arkansas communities and plans to offer high-speed Digital Subscriber Line
Internet access service in selected markets.
The Company's press release announcing these transactions is filed as Exhibit
99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of Verizon properties acquired.
Financial statements relating to the acquired Verizon properties will be filed
within 75 days subsequent to July 31, 2000.
(b) Pro forma financial information.
Pro forma financial information related to these transactions will be filed
within 75 days subsequent to July 31, 2000.
(c) Exhibits
2.1 Asset Purchase Agreement between Registrant and affiliates of Verizon
Communications, dated June 29, 1999 (incorporated by reference to Exhibit
99 to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999)
2.2 Asset Purchase Agreement between Spectra Communications Group, LLC and
affiliates of Verizon Communications, dated July 8, 1999.
2.3 First Amendment to Asset Purchase Agreement between Spectra Communica-
tions Group, LLC and affiliates of Verizon Communications, effective
July 31, 2000.
4.1 Revolving Credit Facility Agreement, dated July 31, 2000, among
Registrant, Bank of America, N.A., Citibank, N.A., Banc of America
Securities LLC and Salomon Smith Barney, Inc.
99.1 Press release dated July 31, 2000 related to the Company's announcement
of the purchase of certain assets in Arkansas and Missouri from Verizon
Communications.
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.
By: /s/ Neil A. Sweasy
-------------------------
Neil A. Sweasy
Vice President and Controller