Obligation Luminary Technologies Inc 7.875% ( US156700AG13 ) en USD

Luminary Technologies Inc

100 % ⇌

Coree du sud

US156700AG13 ( en USD )

7.875% par an ( paiement semestriel )

14/08/2012 - Obligation échue

Prospectus brochure de l'obligation Lumen Technologies Inc US156700AG13 en USD 7.875%, échue

Lumen Technologies Inc. est une entreprise américaine de télécommunications offrant des services de réseau, cloud, sécurité et communication à des clients commerciaux et gouvernementaux.

L'Obligation émise par Luminary Technologies Inc ( Coree du sud ) , en USD, avec le code ISIN US156700AG13, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2012

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<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>d03072b3e424b3.txt
<DESCRIPTION>PROSPECTUS
<TEXT>
<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-100480
PROSPECTUS
[CENTURYTEL LOGO]
OFFER TO EXCHANGE
$500,000,000 REGISTERED 7.875% SENIOR NOTES, SERIES L, DUE 2012
FOR
ALL OUTSTANDING UNREGISTERED 7.875% SENIOR NOTES, SERIES L, DUE 2012
We are offering to exchange 7.875% senior notes, Series L, due 2012 that we
have registered under the Securities Act of 1933 for all of our outstanding
7.875% senior notes, Series L, due 2012. In this prospectus, we refer to our
registered notes as the exchange notes and our outstanding senior notes as the
outstanding notes. We refer to the exchange notes and the outstanding notes
collectively as the notes, all of which are described further herein.
- We hereby offer to exchange all outstanding notes that are validly
tendered and not withdrawn for an equal principal amount of exchange
notes which are registered under the Securities Act of 1933.
- The exchange offer will expire at 5:00 p.m., New York City time, on March
13, 2003, unless extended.
- You may withdraw tenders of your outstanding notes at any time before the
exchange offer expires.
- We will issue the exchange notes promptly after the exchange offer
expires.
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- We believe that the exchange of outstanding notes for exchange notes will
not be a taxable event for federal income tax purposes, but you should
read "Certain U.S. Federal Income Tax Consequences" beginning on page 35
for more information.
- We will not receive any proceeds from the exchange offer.
- No public market currently exists for the exchange notes. We do not
intend to apply for listing of the exchange notes on any securities
exchange or to arrange for them to be quoted on any quotation system.
OWNING THE EXCHANGE NOTES INVOLVES RISKS THAT WE DESCRIBE IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 13.
----------------------
Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of
transmittal described below states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act of 1933. This prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange
for outstanding notes where such outstanding notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 180 days after the expiration
date (as defined herein), we will make this prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
The date of this prospectus is February 10, 2003
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
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CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CENTURYTEL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF CENTURYTEL SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE SPECIFICALLY OFFERED HEREBY OR ANY SECURITIES IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. YOU
SHOULD ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER OF THOSE
DOCUMENTS.
----------------------
TABLE OF CONTENTS
<Table>
<S> <C>
Forward-Looking Statements.................................. ii
Where You Can Find More Information......................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 13
Use of Proceeds............................................. 17
Earnings Ratios............................................. 17
Capitalization.............................................. 18
The Exchange Offer.......................................... 20
Description of the Notes.................................... 28
Certain United States Federal Income Tax Consequences....... 35
Plan of Distribution........................................ 38
Legal Matters............................................... 39
Experts..................................................... 39
</Table>
i
<PAGE>
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
prospectus that are not historical facts are intended to be forward-looking
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statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on current expectations only,
and are subject to a number of risks, uncertainties and assumptions, many of
which are beyond our control. Our actual results may differ materially from
those anticipated, estimated or projected if one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect. Factors
that could affect actual results include but are not limited to:
- our ability to effectively manage our growth, including integrating newly
acquired properties into our operations, hiring adequate numbers of
qualified staff and successfully upgrading our billing and other
information systems
- the risks inherent in rapid technological change
- the effects of ongoing changes in the regulation of the communications
industry, including the final outcome of pending regulatory and judicial
proceedings affecting communication companies generally
- the effects of greater than anticipated competition in our markets
- possible changes in the demand for, or pricing of, our products and
services, including lower than anticipated demand for our newly offered
products and services
- our ability to successfully introduce new product or service offerings on
a timely and cost-effective basis
- the direct and indirect effects on our business resulting from the
financial difficulties of other communications companies, including the
effect on our ability to collect receivables from financially troubled
carriers and our ability to access the capital markets on favorable
terms, and
- the effects of more general factors, such as changes in interest rates,
in the capital markets, in general market or economic conditions or in
legislation, regulation or public policy.
These factors, and others, are described in greater detail in Item 1 of our
Annual Report on Form 10-K for the year ended December 31, 2001, which is
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incorporated by reference in this prospectus. You are cautioned not to place
undue reliance on our forward-looking statements, which speak only as of the
date of the document in which they appear. Except for our obligations to
disclose material information under the federal securities laws, we undertake no
obligation to update any of our forward-looking statements for any reason.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy that information at the public
reference room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You
may call the SEC at 1-800-SEC-0330 for more information about the public
reference room. The SEC also maintains an Internet site that contains reports,
proxy and information statements and other information regarding registrants,
like us, that file reports with the SEC electronically. The SEC's Internet
address is http://www.sec.gov. You may also obtain certain information about us
at the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005.
We have filed a registration statement on Form S-4 and related exhibits
with the SEC under the Securities Act. The registration statement may contain
additional information that may be important to you. You may obtain a copy of
the registration statement and exhibits from the SEC as indicated above.
In this document, we "incorporate by reference" certain information that we
file with the SEC, which means that we can disclose important information to you
by referring to that information. You will be deemed to have notice of all
information incorporated by reference in this prospectus as if that information
was included in this prospectus. You should therefore read the information
incorporated by reference in this prospectus with the same care you use when
reading this prospectus. Certain information that we file later
ii
<PAGE>
with the SEC will automatically update and supersede information incorporated by
reference in this prospectus and information contained in this prospectus.
We incorporate by reference the following documents that we have filed with
the SEC pursuant to the Securities Exchange Act of 1934, as amended (the
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"Exchange Act"):
- Annual Report on Form 10-K for the year ended December 31, 2001.
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
June 30, 2002 and September 30, 2002.
- Current Reports on Form 8-K filed on January 31, 2002, February 1, 2002,
March 22, 2002, April 25, 2002, April 29, 2002, May 3, 2002, June 28,
2002, July 15, 2002, July 19, 2002, July 26, 2002, August 13, 2002 (two
reports), August 14, 2002, August 22, 2002, October 8, 2002, October 25,
2002, January 13, 2003 and January 31, 2003.
- All documents filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing us at 100
CenturyTel Drive, Monroe, Louisiana 71203, Attention: Harvey P. Perry, or by
telephoning us at (318) 388-9000. In addition, so long as any notes remain
outstanding as "restricted securities" within the meaning of Rule 144 under the
Securities Act, we will make available to any holder of notes, upon request, at
the same address and phone number, information as is necessary to permit sales
pursuant to Rule 144 and Rule 144A under the Securities Act during any period in
which we are not subject to Section 13 or 15(d) of the Exchange Act.
iii
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and is
not intended to contain all of the information that may be important to you. You
should read the entire prospectus and the documents to which we have referred
you As used in this prospectus, the terms "CenturyTel," "we," "our' and "us"
refer to CenturyTel, Inc., and not any of its subsidiaries (unless the context
requires and except under the heading "CenturyTel" immediately below, where such
terms refer to the consolidated operations of CenturyTel, Inc. and its
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subsidiaries).
CENTURYTEL
We are a regional integrated communications company. We are primarily
engaged in providing local telephone communications services in 22 states. We
also provide long distance, Internet, competitive local exchange, broadband
data, security monitoring, and other communications and business information
services. As described further below, we recently sold our wireless
communications business. For the nine months ended September 30, 2002, local
telephone services provided approximately 88% of our consolidated operating
revenues from continuing operations.
Our principal offices are located at 100 CenturyTel Drive, Monroe,
Louisiana 71203, telephone number: (318) 388-9000.
OPERATIONS
Telephone operations. Based on published sources, we believe that we are
currently the eighth largest local exchange telephone company in the United
States, measured by the number of telephone access lines served. At September
30, 2002, our telephone subsidiaries served over 2.4 million access lines in 22
states, primarily in rural, suburban and small urban communities. All of our
access lines are served by digital switching technology, which in conjunction
with other technologies allows us to offer additional premium services to our
customers, including call forwarding, conference calling, caller identification,
selective call ringing and call waiting.
The following table sets forth information with respect to our access lines
as of September 30, 2002:
<Table>
<Caption>
NUMBER OF PERCENT OF
STATE ACCESS LINES ACCESS LINES
----- ------------ ------------
<S> <C> <C>
Wisconsin.................................... 494,707(1) 20.3%
Missouri..................................... 485,063(2) 19.9%
Alabama...................................... 292,969 12.0%
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Arkansas..................................... 269,708 11.1%
Washington................................... 189,415 7.8%
Michigan..................................... 115,531 4.7%
Louisiana.................................... 104,689 4.3%
Colorado..................................... 97,090 4.0%
Ohio......................................... 84,481 3.5%
Oregon....................................... 77,303 3.2%
Montana...................................... 66,044 2.7%
Texas........................................ 49,602 2.0%
Minnesota.................................... 31,111 1.3%
Tennessee.................................... 27,606 1.1%
Mississippi.................................. 24,212 1.0%
New Mexico................................... 6,547 --(3)
Idaho........................................ 6,064 --(3)
</Table>
1
<PAGE>
<Table>
<Caption>
NUMBER OF PERCENT OF
STATE ACCESS LINES ACCESS LINES
----- ------------ ------------
<S> <C> <C>
Wyoming...................................... 5,550 --(3)
Indiana...................................... 5,470 --(3)
Iowa......................................... 2,079 --(3)
Arizona...................................... 1,990 --(3)
Nevada....................................... 513 --(3)
--------- ----
2,437,744 100%
--------- ----
</Table>
---------------
(1) Approximately 61,930 of these lines are owned and operated by CenturyTel's
89%-owned affiliate.
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(2) Approximately 130,870 of these lines are owned and operated by CenturyTel's
75.7%-owned affiliate.
(3) Represents less than 1%.
----------------------
Our telephone subsidiaries are installing fiber optic cable in certain of
our high traffic markets and have provided alternative routing of telephone
service over fiber optic cable networks in several strategic operating areas. At
September 30, 2002, our telephone subsidiaries had approximately 13,800 miles of
fiber optic cable in use.
Other operations. We also provide long distance, Internet, competitive
local exchange, broadband data, and security monitoring in certain local and
regional markets, as well as certain printing and related business information
services. At September 30, 2002, our long distance business served approximately
584,890 customers in certain of our markets, and we provided Internet access
services to a total of approximately 171,900 customers, 129,800 of which
received traditional dial-up Internet service and 42,100 of which received
retail DSL services.
In late 2000, we began offering competitive local exchange telephone
services, coupled with long distance, Internet access and other services, to
small to medium-sized businesses in Monroe and Shreveport, Louisiana, and in
late 2001, we began offering similar services in Grand Rapids and Lansing,
Michigan.
ACQUISITIONS AND DISPOSITIONS
Wireline acquisitions. On July 1, 2002, we completed the purchase of
assets comprising all of the local exchange telephone operations of Verizon
Communications, Inc. ("Verizon") in the state of Alabama for approximately
$1.022 billion in cash. The assets purchased include (i) all telephone access
lines (which numbered nearly 300,000 at the time of purchase) and related
property and equipment comprising Verizon's local exchange operations in 90
exchanges in predominantly rural markets throughout Alabama, (ii) Verizon's
assets used to provide DSL and other high speed data services within the
purchased exchanges and (iii) approximately 1,400 route miles of fiber optic
cable within the purchased exchanges. The acquired assets do not include
Verizon's wireless, long distance, dial-up Internet, or directory publishing
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operations, or rights under various Verizon contracts, including those relating
to customer premise equipment. We did not assume any liabilities of Verizon
other than (i) those associated with contracts, facilities and certain other
assets transferred in connection with the purchase and (ii) certain
employee-related liabilities, including liabilities for postretirement health
benefits.
On August 31, 2002, we completed the purchase of assets comprising all of
Verizon's local exchange telephone operations in the state of Missouri for
approximately $1.179 billion in cash. The assets purchased include (i) all
telephone access lines (which numbered approximately 354,000 at the time of
purchase) and related property and equipment comprising Verizon's local exchange
operations in 98 exchanges in predominantly rural and suburban markets
throughout Missouri, several of which are adjacent to properties that we have
owned and operated since 2000, (ii) Verizon's assets used to provide DSL and
other high speed data services within the purchased exchanges in Missouri and
(iii) an aggregate of approximately 1,400 route miles of fiber optic cable
within the purchased exchanges in Missouri. Our agreement with Verizon relating
to assets
2
<PAGE>
retained by Verizon and liabilities assumed by us in the transaction are the
same as those described above for the Alabama purchase.
Wireless operations divestiture. On August 1, 2002, we completed the sale
of substantially all of our wireless operations to an affiliate of ALLTEL
Corporation ("Alltel"). We received approximately $1.591 billion in connection
with the transaction ($1.285 billion after tax). We retained a minority interest
in one market, which Alltel has agreed to purchase from us for approximately $68
million, subject to several closing conditions. The parties are currently in
discussions regarding whether these closing conditions have been met. No
assurance can be given that this sale will occur.
In connection with this transaction, we divested our (i) interests in our
majority-owned and operated cellular systems, which at June 30, 2002 served
approximately 783,000 customers and had access to approximately 7.8 million
pops, (ii) minority cellular equity interests representing approximately 1.8
million pops at June 30, 2002, and (iii) licenses to provide Personal
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