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) June 29, 1999
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 5. Other Events.
On June 29, 1999, the Registrant entered into a definitive agreement to purchase
from an affiliate of GTE Corporation ("GTE") assets comprising substantially all
of GTE's local telephone operations in Arkansas. In exchange, the Registrant has
agreed to pay $843.35 million in cash, subject to certain adjustments described
below.
The assets to be purchased will include all telephone access lines (which
numbered approximately 213,650 as of December 31, 1998) and related property and
equipment comprising GTE's local exchange operations in 103 exchanges in
predominantly rural and suburban markets throughout Arkansas, several of which
are adjacent to properties currently owned and operated by the Registrant. The
assets to be purchased will not include (i) GTE's Cellular, PCS, inter-LATA long
distance or internet operations, (ii) GTE's inter-LATA fiber optic network
assets or (iii) any rights under GTE's billing and collection contracts and
certain other agreements. The Registrant will not assume any liabilities of GTE
other than those associated with contracts, employees, customer deposits and
certain other assets transferred in connection with the sale. The purchase price
will be adjusted to, among other things, (i) reimburse GTE for certain
pre-closing costs and (ii) compensate the Registrant if GTE fails to attain
certain specified pre-closing capital expenditure targets. The aggregate effect
of these adjustments is not expected to be material.
Consummation of the transaction is subject to, among other things, (i) the
receipt of approvals from the Federal Communications Commission and the Arkansas
Public Utilities Commission, (ii) compliance with the notification and waiting
period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, (iii) the receipt of various third party consents, including releases from
GTE bondholders terminating liens on the transferred assets, and (iv) various
other customary closing conditions. The Registrant has agreed to pay GTE
approximately $42.2 million if the transaction is not consummated under certain
specified conditions, including its incapacity to finance the transaction.
Additional information regarding the acquisition is set forth in the
Registrant's press release announcing the transaction, which is filed as Exhibit
99.1 hereto and is incorporated in its entirety by reference herein.
SIGNATURE
Pursuant to the requirements of Section 12 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
Dated: July 9, 1999