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) August 14, 2001
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
The following two press releases were issued by the Company:
(i) CenturyTel Issues Statement in Response to ALLTEL
Unsolicited Proposal, dated August 14, 2001
(ii) CenturyTel Exploring Separation of Wireless Operations,
dated August 15, 2001
Both press releases are included herein under Item 5 - Other Events.
PRESS RELEASE
Tuesday August 14, 2001
CENTURYTEL ISSUES STATEMENT IN RESPONSE TO
ALLTEL UNSOLICITED PROPOSAL
MONROE, LA, August 14, 2001 - CenturyTel, Inc. (NYSE: CTL) confirmed today that
it has received an unsolicited proposal from ALLTEL Corporation (NYSE: AT),
which is identical to a previously submitted proposal by ALLTEL.
CenturyTel's Board had unanimously rejected the previous proposal after full
consideration and after receiving advice from J.P. Morgan and Wachtell, Lipton,
Rosen & Katz, its financial and legal advisors.
CenturyTel said that there is no reason for further consideration of the
previously rejected proposal. CenturyTel's Board has determined that the
Company is not for sale.
CenturyTel, Inc. provides communications services including local exchange,
wireless, long distance, Internet access and data services to more than
three million customers in 21 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, and the 8th largest cellular company, based on population
equivalents owned, in the United States.
Visit CenturyTel's corporate Web site at (www.centurytel.com)
Contacts:
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank, Andy Brimmer
(212) 355-4449
_________________
PRESS RELEASE
Wednesday August 15, 2001
FOR IMMEDIATE RELEASE
CENTURYTEL EXPLORING SEPARATION OF WIRELESS OPERATIONS
MONROE, LA, August 15, 2001 - CenturyTel, Inc. (NYSE: CTL) today announced that
it is exploring the potential separation of the Company's wireless and wireline
businesses.
"While the wireless business continues to produce strong results, CenturyTel
believes that attractive acquisition alternatives are developing in the wireline
sector that could drive strong growth," said Glen F. Post, III, President and
Chief Executive Officer. "This process could result in the positioning of
CenturyTel as the leading pure-play rural local exchange carrier in the
industry."
CenturyTel is in discussions with a number of parties who have expressed
interest in its wireless operations. The Company had previously offered Alltel
an opportunity to participate in this process.
Last week CenturyTel's Board unanimously rejected Alltel's unsolicited merger
proposal after full and appropriate consideration and advice from its financial
and legal advisors. CenturyTel is highly suspicious of Alltel's motives in
making public CenturyTel's confidential exploration of the possible separation
of its wireless and wireline businesses.
Post said, "Alltel's unsolicited proposal and inappropriate disclosure will not
deter CenturyTel from continuing to compete with Alltel for wireline
acquisitions or pursuing other strategies that it believes are in the best
interests of the Company. Our Board has the means and the will to execute our
strategies. A combination with Alltel would not accomplish these strategic
objectives."
CenturyTel, Inc. provides communications services including local exchange,
wireless, long distance, Internet access and data services to more than
three million customers in 21 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, and the 8th largest cellular company, based on population
equivalents owned, in the United States.
Visit CenturyTel's corporate Web site at (www.centurytel.com).
Contacts:
CENTURYTEL, INC., Monroe, LA
Media:
Annmarie Sartor
(318) 388-9671
annmarie.sartor@centurytel.com
or
Investors:
Jeff Glover
(318) 388-9648
jeff.glover@centurytel.com
or
JOELE FRANK, WILKINSON BRIMMER KATCHER
Joele Frank or Andy Brimmer
(212) 355-4449
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