Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of ____February__________ 2005
(Commission File No. 000-24876)
TELUS Corporation
(Translation of registrant's name into English)
21st Floor, 3777 Kingsway
Burnaby, British Columbia V5H 3Z7
Canada
(Address of principal registered offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
X
Form 20-F _____ Form 40-F _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
X
Yes _____ No _____
This Form 6-K consists of the following:
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NEWS RELEASE
December 14, 2004
Sale of 73.5 million TELUS shares by Verizon completed
Vancouver, Canada - TELUS Corporation (TSX: T, T.NV; NYSE: TU) today
announced that the secondary offering of 48.55 million Common Shares and
24.94 million Non-Voting Shares by a wholly-owned subsidiary of Verizon
Communications Inc. (Verizon) has closed.
On November 30, 2004, Verizon and TELUS announced that the secondary
offering would be underwritten by a syndicate of underwriters co-led by
Merrill Lynch & Co., Morgan Stanley and RBC Capital Markets. The other
managing underwriters included CIBC World Markets, Citigroup, Scotia
Capital, TD Securities, HSBC Securities and J.P. Morgan Securities. On
December 2, 2004, Verizon, TELUS and the underwriters signed an
underwriting agreement in connection with the offering and the public
offering prices were set at Cdn $31.02 (U.S. $25.97) and Cdn $29.55
(U.S. $24.74) per Common Share and Non-Voting Share, respectively.
The aggregate proceeds to Verizon of the offering are approximately
Cdn$2.24 billion (U.S. $1.88 billion), making it what is believed to be
the second largest secondary equity offering and fourth largest equity
offering in Canadian history. TELUS did not sell any newly issued shares
as part of this offering and did not receive any proceeds from the sale
of the shares. Purchasers who acquired shares pursuant to this offering
are not entitled to receive the quarterly dividend of Cdn $0.20 per
share to be paid January 1, 2005 to shareholders of record on December
10, 2004.
Settlement of the sale of the shares under the offering was through the
book-based system maintained by the Canadian Depositary System (CDS).
Non-Canadian purchasers of Common Shares under the offering will be
required to withdraw those shares from CDS by the earlier of February 1,
2005 and the date TELUS determines that in excess of 23% of outstanding
Common Shares are held by non-Canadians. At that time, the Common shares
held by non-Canadians will be replaced with non-Canadian share
certificates registered in the name of the holder. In accordance with
the usual procedures of TELUS, all open market purchases of TELUS Common
Shares by non-Canadians continue to require an application for a
reservation number, a declaration of beneficial ownership and settlement
with a registered non-Canadian share certificate.
For more information on the offering or to obtain a copy of the
prospectus relating to the offering, contact the underwriters below:
Merrill Lynch & Co. - call the Prospectus Department, in U.S. at (212)
449-1000 or in Canada at (416) 369-7400; in U.S., write to Merrill
Lynch, Pierce, Fenner & Smith Inc., 4 World Financial Center, FL 05, New
York, NY 10080; in Canada, write to Merrill Lynch Canada Inc., 181 Bay
Street, Suite 400, Toronto, Ontario M4T 2A9.
Morgan Stanley - in U.S., call (212) 761-4000, or write to Attn:
Prospectus Department, Morgan Stanley, 1585 Broadway, New York, NY
10036; in Canada, call (416) 943-8567, or write to Morgan Stanley Canada
Limited, 181 Bay Street, Suite 3700, Toronto, Ontario M5J 2T3.
RBC Capital Markets - in Canada, call (416) 842-7588; in U.S., call
(612) 371-2818, or write to Syndicate Department, Dain Rauscher Plaza 60
S, 6th Street, Minneapolis, MN 55402.
A registration statement relating to the offering was filed with and was
declared effective by the Securities and Exchange Commission. This
communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.
Forward Looking Disclosure statement
-------------------------------------
This news release contains forward-looking statements. Forward-looking
statements are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by the
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. These risk factors are listed from time to time in TELUS
reports, comprehensive public disclosure documents including the Annual
Information Form, and in other filings with securities commissions in
Canada and the United States.
For more information, please contact:
Media Investors
Nick Culo John Wheeler
(780) 493-7236 (780) 493-7310
nick.culo@telus.com ir@telus.com
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, thereunto duly authorized.
Dated: February 2, 2005
TELUS Corporation
/s/ Audrey Ho
_____________________________
Name: Audrey Ho
Title: Vice President, Legal Services and
General Counsel and Corporate Secretary