repurchase agreement
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):
February
21, 2006
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
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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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
1.01
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Entry
Into a Material Definitive
Agreement
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On
February 21, 2006, we entered into accelerated share repurchase agreements
with
affiliates of Wachovia Securities, LLC and Banc of America Securities
LLC. For additional information, see Item 8.01 below.
On
February 20, 2006, the Compensation Committee of the
Board granted equity awards and took other related actions, including
establishing for senior management annual bonus targets for 2006 based upon
attaining certain specified levels of operating cash flow and end-user
revenues.
On
February 21, 2006, CenturyTel’s board of directors approved a stock repurchase
program authorizing us to repurchase up to $1.0 billion of our common stock
and
terminated the approximately $13 million remaining balance of our $200 million
share repurchase program approved in February 2005. We repurchased the first
$500 million of common stock through accelerated share repurchase agreements
entered into with the banks mentioned above, repurchasing approximately
14.36 million shares of our common stock at an average initial price of $34.83
per share. Pursuant to the terms of the agreements, we will pay or receive
a
price adjustment amount based principally on the actual cost of the shares
repurchased by the investment banks during the repurchase period. For
every $1 increase (decrease) in the investment banks' weighted average
repurchase price compared to the $34.83 average initial price, we will pay
(receive) $14.36 million in either cash or shares. We expect to effect
this settlement in the second half of 2006. For additional information,
please see our press release included as Exhibit 99 herein.
Item
9.01
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Financial
Statements and Exhibits
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99
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Press release issued February 21,
2006
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SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CenturyTel,
Inc.
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Date:
February 24, 2006
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/s/
Neil
A. Sweasy
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Neil
A. Sweasy
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Vice
President and Controller
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(Principal
Accounting Officer)
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