Lumen Technologies, Inc. — M&A Activity 2009

Aug 5, 2009

8-K/A 1 form8ka.htm FORM 8-K/A Unassociated Document Licensed to: centurytel Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

This report constitutes Amendment No. 1 to Registrant’s Current Report on Form 8-K dated

July 1, 2009

CenturyTel, Inc .

(Exact name of registrant as specified in its charter)

Louisiana	1-7784	72-0651161
(State
or other jurisdiction	(Commission	(IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

| 100
CenturyTel Drive | |
| --- | --- |
| Monroe,
Louisiana | 71203 |
| (Address
of principal executive offices) | (Zip
Code) |

(318) 388-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note:

On July 1, 2009, we filed a Form 8-K to report that we had closed our merger with Embarq Corporation. In response to part (b) of Item 9.01 of such Form 8-K, we stated that we would file the required pro forma financial information by amendment, as permitted by the form’s rules. We are filing this Amendment No. 1 on Form 8-K to provide the pro forma financial information required by Item 9.01(b) of the form.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The required unaudited pro forma financial information reflecting our merger with Embarq Corporation is attached as Exhibit 99.5 to this Amendment No. 1 on Form 8-K.

(d) Exhibits

See the Exhibit Index appearing at the end of this report for a list of the exhibits filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Neil A. Sweasy
Neil A. Sweasy
Vice President and Controller
Dated: August
5, 2009

EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 2.1 | Agreement
and Plan of Merger, dated as of October 26, 2008, among CenturyTel,
Inc., Embarq Corporation and Cajun Acquisition Company (incorporated
by reference
to Exhibit 99.1 of our
Current Report on Form 8-K filed on October 30, 2008). |
| 3.1 | Amended
and Restated Articles of Incorporation of CenturyTel, Inc. (incorporated
by reference to Exhibit 3.1 of Amendment No. 3 to our Registration
Statement on
Form 8-A filed on July 1, 2009). |
| 3.2 | Amended
and Restated Bylaws of CenturyTel, Inc. (incorporated by reference to
Exhibit 3.2 of Amendment No. 3 to our Registration Statement
on Form 8-A
filed on July 1, 2009). |
| 23.1 | Consent
of KPMG LLP, independent registered public accounting firm for Embarq
Corporation. |
| 99.1 | Press
release dated June 25, 2009, announcing the receipt of the final
regulatory approval required to complete the Merger. |
| 99.2 | Press
release dated July 1, 2009, announcing the completion of the
Merger. |
| 99.3 | Form
of Indemnification Agreement entered into by CenturyTel, Inc. and its
directors. |
| 99.4 | For
the quarterly periods ended March 31, 2009 and 2008, the following
consolidated financial statements of Embarq Corporation: |
| | a).
Consolidated Balance Sheets as of March 31, 2009 and
December 31, 2008 (Unaudited) |
| | b).
Consolidated Statements of Operations and Comprehensive Income for the
Quarterly Periods Ended March 31, 2009 and 2008 (Unaudited) |
| | c).
Consolidated Statements of Cash Flows for the Quarterly Periods Ended
March 31, 2009 and 2008 (Unaudited) |
| | d).
Consolidated Statement of Stockholders’ Equity for the Quarterly Period
Ended March 31, 2009 (Unaudited) |
| | e).
Condensed Notes to Consolidated Financial Statements
(Unaudited) |
| | For
the years ended December 31, 2008, 2007 and 2006, the following
consolidated financial statements of Embarq Corporation (retrospectively reclassified
for all periods and dates to report
the financial results of Embarq’s logistics business as discontinued
operations): |
| | a).
Report of KPMG LLP, Independent Registered Public Accounting
Firm |
| | b).
Consolidated Balance Sheets as of December 31, 2008 and
2007 |
| | c).
Consolidated Statements of Operations and Comprehensive Income (Loss) for
the Years Ended December 31, 2008, 2007 and 2006 |
| | d).
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006 |
| | e).
Consolidated Statements of Stockholders’ Equity for the Years Ended
December 31, 2008, 2007 and 2006 |
| | f).
Notes to Consolidated Financial Statements |
| 99.5* | Unaudited
Pro Forma Combined Condensed Financial
Information |

---

• Exhibits filed with the Form 8-K dated July 1, 2009.

** Filed herewith.