UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
June
24, 2008
CenturyTel,
Inc.
(Exact
name of registrant as specified in its charter)
Louisiana
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1-7784
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72-0651161
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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100
CenturyTel Drive, Monroe, Louisiana 71203
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (318) 388-9000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.
14a-12)
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£
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition
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See
Items 8.01 and 9.01 below for information concerning our previously announced
second quarter 2008 earnings guidance.
On June
24, 2008, we announced that our Board of Directors determined to (i) increase
our annual cash dividend to $2.80 from $.27 per share, (ii) declare a one-time
dividend of $.6325 per share, payable on July 21, 2008, to shareholders of
record on July 7, 2008, effectively adjusting the total second quarter dividend
to the new $.70 quarterly dividend rate, (iii) utilize future share buybacks to
target net debt at 2.75 times operating cash flow, (iv) accelerate purchases
under our current $750 million share repurchase program to complete the
remaining balance of approximately $385 million by year end 2008 or early 2009,
which is expected to increase our ratio of net debt to operating cash flow, and
(v) continue to distribute substantially all of CenturyTel’s free cash flow to
shareholders.
In
addition, we also announced that we expect to meet or exceed our previously
announced second quarter 2008 operating revenues and diluted earnings per share
guidance, excluding nonrecurring items, of $647 to $657 million and $.78 to
$.82, respectively.
Our press
release and presentation made to analysts and investors regarding the
above-mentioned items are included as Exhibits 99.1 and
99.2. Exhibits 99.1 and 99.2 are both incorporated by reference
herein in their entirety, including various cautionary statements that modify
our forward-looking statements made or incorporated herein.
Item
9.01
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Financial
Statements and Exhibits
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Press release announcing items
mentioned in Item 8.01
above.
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Presentation to investors and
analysts regarding above.
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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.
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CENTURYTEL,
INC.
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Dated:
June 24, 2008
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By: /s/ Neil A.
Sweasy
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Neil
A. Sweasy
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Vice
President and Controller
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