CENTURY
TELEPHONE
ENTERPRISES,
INC.
____________
PROSPECTUS
____________
________
Common Stock
($1.00 par value)
________
AUTOMATIC DIVIDEND
REINVESTMENT AND
STOCK PURCHASE
SERVICE
May 13, 1994
<PAGE>
CENTURY
TELEPHONE ENTERPRISES, INC.
P R O S P E C T U S
Common Stock
($1.00 par value)
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE SERVICE
The Automatic Dividend Reinvestment and Stock Purchase
Service (the "Service") of Century Telephone Enterprises, Inc.
("Century") provides holders of Century Common Stock, $1.00 par
value ("Common Stock"), with a convenient method of purchasing
shares of Common Stock without payment of any brokerage
commission or service charge. Any holder of record of shares of
Common Stock is eligible to participate in the Service. See
"Description of the Service - Participation." The Service has
been effective since October 15, 1987.
Participants in the Service may have cash dividends on all of
their shares of Common Stock automatically reinvested in shares
of Common Stock. Alternatively, they may have cash dividends on
less than all of their shares of Common Stock automatically
reinvested in shares of Common Stock and receive cash dividends
on the rest of their shares of Common Stock. They may also, at
their option, invest in shares of Common Stock by making cash
payments at any time of not less than $25 per payment and up to a
maximum of $5,000 per calendar quarter.
To participate in the Service, a holder of record of shares
of Common Stock must complete, sign and mail an Authorization
Form to Society Shareholder Services Automatic Dividend
Reinvestment Service, 3200 Renaissance Tower, 1201 Elm St.,
Dallas, Texas 75270.
Century's Common Stock is listed on the New York Stock
Exchange (Symbol: "CTL"). The price of shares of Common Stock
purchased under the Service with reinvested dividends will be the
average of the high and low sales prices of the Common Stock on
the dividend payment date as published by The Wall Street Journal
report of New York Stock Exchange - Composite Transactions, or,
if no trading in the Common Stock occurs on such date, on the
next preceding date on which trading occurred. The price of
shares of Common Stock purchased under the Service with voluntary
cash payments will equal such average on the day of purchase or
appropriate preceding date. See "Description of the Service -
Purchases." The Service does not represent a change in Century's
dividend policy or a guarantee of future dividends, which will
continue to depend upon earnings, financial requirements and
other factors. The holders of Common Stock who do not wish to
participate in the Service will receive dividends, as declared,
by check.
This Prospectus relates to the unissued portion of 450,782
shares of Common Stock previously registered, which may be issued
from time to time pursuant to the Service. Each share of Common
Stock has attached one Preferred Stock Purchase Right, which
trades with such stock, as more fully explained in the documents
that have been incorporated by reference in this Prospectus under
"Documents Incorporated By Reference." It is suggested that this
Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is May 13, 1994
-1-
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
Century Telephone Enterprises, Inc., a Louisiana corporation
("Century"), is a regional diversified telecommunications company
that is primarily engaged in providing local telephone and
cellular mobile telephone services largely in the central, north-
south corridor of the United States. While regulated telephone
operations constitute the preponderant part of its business,
Century's mobile communication subsidiaries provide cellular
mobile telephone and paging services. Century's principal
executive offices are located at 100 Century Park Drive, Monroe,
Louisiana 71203. Telephone: (318) 388-9000.
Century is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information filed by Century with the Commission can be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621-2511. Copies
of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Century's Common Stock is listed on
the New York Stock Exchange and its reports, proxy statements and
other information can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
Certain reports filed with the Commission by Century are
incorporated herein by reference. See "Documents Incorporated by
Reference." Information appearing herein or in any particular
document incorporated herein by reference is not necessarily
complete and is qualified in its entirety by the information and
financial statements appearing in all of the documents
incorporated herein by reference and should be read together
therewith. Any statements contained in a document incorporated by
reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other document
subsequently filed or incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
This Prospectus omits certain information contained in the
Registration Statement on Form S-3 filed with the Commission in
which the Prospectus is included (the "Registration Statement").
Century hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, upon
their oral or written request, a copy of the information that has
been incorporated by reference into the Registration Statement
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that
the Registration Statement incorporates). Requests should be
directed to Century Telephone Enterprises, Inc., Attention:
Secretary, P. O. Box 4065, Monroe, Louisiana 71211-4065 or by
telephone, (318) 388-9000.
-2-
<PAGE>
DESCRIPTION OF THE SERVICE
The following is a question and answer statement of the
provisions of the Automatic Dividend Reinvestment and Stock
Purchase Service (the "Service") of Century.
Purpose
1. What is the purpose of the Service?
The purpose of the Service is to provide holders of record of
shares of Common Stock with a convenient and economical method of
investing some or all of their cash dividends and voluntary cash
payments in new shares of Common Stock at market price, without
payment of any brokerage commission or service charge. Since such
additional shares of Common Stock will be purchased directly from
Century, and not in the open market, Century will receive
additional funds for general corporate purposes.
Advantages
2. What are the advantages of the Service?
Participants in the Service ("Participants") may (a) have
some or all cash dividends on their shares of Common Stock
automatically reinvested in additional shares of Common Stock at
the market price of the Common Stock or (b) reinvest some or all
of their cash dividends, and, in addition, make voluntary cash
payments (of at least $25 per payment and up to a maximum of
$5,000 per quarter) to invest in additional shares of Common
Stock, at market price. Participants are not required to pay any
brokerage commission or service charge in connection with
purchases under the Service. Full investment of funds is possible
under the Service because the Service permits fractional shares,
as well as whole shares, to be credited to Participants'
accounts. In addition, dividends on fractional shares, as well as
whole shares, will be credited to Participants' accounts.
Participants can avoid the inconvenience and expense of
safekeeping certificates for shares credited to their accounts
under the Service, including those credited under the optional
custodial feature of the Service described below. As soon as
practicable after each purchase, the shares acquired will be
credited to the accounts of the Participants and statements of
account will be furnished to Participants to provide simplified
recordkeeping.
Administration
3. Who administers the Service for Participants?
Society National Bank (the "Agent") will administer the
Service for Participants, keep records, send statements of
account to Participants and perform other duties relating to the
Service. Shares of Common Stock purchased under the Service will
be registered in the name of the Agent (or its nominee), as
agent, and credited to the accounts of the respective
Participants.
-3-
<PAGE>
Participation
4. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible
to participate in the Service. In order to be eligible to
participate in the Service, beneficial owners of shares of Common
Stock whose shares are registered in names other than their own
(for instance, in the name of a broker or nominee) must become
shareholders of record by having such shares transferred into
their own names. Although shares purchased with reinvested
dividends and optional cash payments will be registered in the
name of the Agent, or its nominee, shareholders may continue to
hold those shares presently held by them in their own names
unless otherwise indicated below.
5. How does a shareholder participate?
Each holder of record of shares of Common Stock may join the
Service at any time by completing, signing and mailing an
Authorization Form to the Agent. An Authorization Form may be
obtained by written request to the Agent at the address shown in
the answer to Question 6 or from Century.
6. Where should correspondence regarding the Service be
directed?
All correspondence concerning the Service should be addressed
to:
Society Shareholder Services
Automatic Dividend Reinvestment Service
3200 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
Telephone: U.S. 1-800-527-7844
Between 8:00 a.m. and 4:00 p.m. Dallas Time
7. When will investment of dividends and optional cash payments
be made?
Funds received by the Agent representing cash dividends on
Common Stock authorized by Participants to be paid to the Agent,
and cash dividends paid on whole and fractional shares held in
the Service, will be applied to the purchase of additional shares
of Common Stock on each dividend payment date. The first
reinvestment of cash dividends will take place on the dividend
payment date following the receipt of the Authorization Form by
the Agent, provided that the Agent has had sufficient notice to
allow it to accomplish the reinvestment within its administrative
procedures. If the Agent has not received sufficient notice, that
dividend will be paid in cash to the shareholder and the first
purchase of shares of Common Stock under the Service for that
shareholder will occur on the next cash dividend payment date.
Purchase by the Agent of shares of Common Stock with
voluntary cash payments will be made on the 15th of each month
unless the 15th of the month is not a business day in which case
the payment will be made on the next business day and on the
payment date of each regular cash dividend. Voluntary cash
payments received by the Agent sufficiently in advance of the
15th of the month to allow for investment on the 15th will be
invested in shares of Common Stock that month. If the Agent has
not received the cash payment sufficiently in advance of the
15th, the investment will be made on the 15th of the next month.
No interest will be paid on cash payments.
-4-
<PAGE>
Shareholders are cautioned that the Service does not
represent a change in Century's dividend policy or a guarantee of
future dividends, which will continue to depend upon earnings,
financial requirements and other factors.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of
additional shares of Common Stock through the following
investment options offered under the Service:
1. A Participant may direct Century to pay to the Agent the
cash dividends on all the shares of Common Stock registered in
the Participant's name;
2. A Participant may direct Century to pay to the Agent the
cash dividends on less than all of the shares of Common Stock
registered in the Participant's name and to continue to pay to
the Participant the cash dividends on the remaining shares of
Common Stock registered in the Participant's name.
The Agent will use the cash dividends, plus any voluntary
cash payments received from a Participant, to purchase additional
shares of Common Stock. Cash dividends on shares of Common Stock
credited to a Participant's account are always automatically
reinvested regardless of which investment option is selected.
9. How may a Participant change options under the Service?
A Participant may change the number of shares as to which
dividends are reinvested at any time by completing, signing and
mailing a new Authorization Form to the Agent. Any change in the
number of shares as to which dividends will be reinvested must be
received by the Agent at least 15 days before the record date for
a cash dividend payment.
10. May a Participant elect to make only voluntary cash payments
under the Service?
No. Participation in the Service is limited to shareholders
who complete the Authorization Form, which directs the Agent to
apply some or all dividends on Common Stock held of record by
them to the purchase of additional shares of Common Stock. Once
so enrolled, a shareholder may elect to make voluntary cash
payments.
11. Does the Service include optional custodial services for
other Century shares?
Yes. At any time after a Participant's first dividend
investment under the Service, the Participant may send to the
Agent, for safekeeping, certificates for other shares of Common
Stock of Century that such Participant owns of record. The Agent
will transfer these shares into its name or the name of its
nominee to be held and credited to the Participant's account
along with those purchased with the Participant's cash dividends
and with any additional voluntary cash deposits.
If a Participant is interested in this feature of the
Service, the necessary forms will be forwarded by the Agent upon
request.
-5-
<PAGE>
This convenient optional custodial service will be provided
without cost to Century or the Participants and will provide
added protection against loss, theft, or destruction of Century
share certificates held by Participants.
Costs
12. Are there any expenses to Participants in connection with
purchases under the Service?
No. There are no brokerage fees because shares are purchased
directly from Century. All costs of administration of the Service
will be paid by Century. However, if a Participant requests the
Agent to sell his shares in the event of his withdrawal from the
Service, the Participant will pay a brokerage commission and any
transfer tax.
Purchases
13. When will shares be purchased under the Service?
Funds received by the Agent representing cash dividends on
Common Stock, cash dividends paid on whole and fractional shares
held in the Service and voluntary cash payments will be applied
to the purchase of additional shares of Common Stock as set forth
in the answer to Question 7.
14. What will be the price of shares purchased under the Service?
The price per share of Common Stock purchased with reinvested
dividends will be the average of the high and low sales prices of
Common Stock on the cash dividend payment date as published in
The Wall Street Journal report of New York Stock Exchange -
Composite Transactions, or, if no trading in the Common Stock
occurs on such date, on the next preceding date on which trading
occurred. The price per share of Common Stock purchased with
voluntary cash payments will equal such average on the day of
purchase or appropriate preceding date.
15. How many shares will be purchased for Participants?
Each Participant's account will be credited with that number
of shares (including fractions computed to three decimal places)
equal to the total amount to be invested, divided by the
applicable purchase prices (also computed to three decimal
places).
Voluntary Cash Payments
16. How does the voluntary cash payment work?
A voluntary cash payment is a sum of money, other than the
Participant's cash dividends, which the Participant may, at any
time, send to the Agent for investment in additional shares of
Common Stock. The minimum voluntary cash payment is $25, and
total voluntary cash payments by a Participant may not exceed
$5,000 per quarter. Voluntary cash payments which have been
received by the Agent sufficiently in advance of the 15th of the
month to allow for investment on the 15th will be applied in that
month to the purchase of additional shares of Common Stock for
the Participant's account at a price determined as set forth in
the answer to Question 14. In any month that a dividend is paid,
voluntary cash payments received sufficiently in advance of the
dividend payment date will be invested with the cash dividends on
such date.
-6-
<PAGE>
A voluntary cash payment may be made by forwarding a check or
money order to the Agent with a payment form which will be
attached to each statement of account. Checks and money orders
should be made payable to the Agent. Participants have no
obligation to make any voluntary cash payments.
17. When will voluntary cash payments be refunded?
Any voluntary cash payment will be refunded to a Participant
if a written request for such refund is received by the Agent at
least two business days prior to the date on which the funds
would have been invested in accordance with the answer to
Question 7. No interest will be paid on the refund of any
voluntary cash payment.
Reports to Participants
18. What kind of reports will be sent to Participants?
As soon as practicable after each purchase for a
Participant's account, the shares acquired will be credited to
the Participant's account and the Participant will be furnished
with a statement describing (a) the amount of cash dividends
and/or voluntary cash payments received by the Agent and applied
to the purchase of Common Stock for his account, (b) the price
per share of such stock purchased for his account, (c) the number
of whole shares and fractional share interests acquired for his
account in such purchase and (d) the total number of whole shares
and fractional share interests held for his account after giving
effect to such purchase. These statements are records of the
Participant's transactions under the Service and should be
retained for income tax purposes. In addition, each Participant
will receive copies of the same communications sent to all other
holders of shares of Common Stock, including Century's quarterly
reports and annual report to shareholders, a notice of the annual
meeting and proxy statement and Internal Revenue Service
information for reporting dividends received.
Dividends on Fractional Shares
19. Will Participants receive dividends on fractions of shares
held in their accounts?
Yes. Dividends on whole shares, and any fraction of a share,
credited to a Participant's account will be reinvested in
additional shares and credited to such Participant's account.
Certificates for Shares
20. Will certificates be issued for shares of Common Stock
purchased under the Service?
Shares of Common Stock purchased under the Service for
Participants will be registered in the name of the Agent (or its
nominee), and certificates for such shares will not be issued to
Participants unless requested. The total number of shares
credited to a Participant's account, including those credited
under the optional custodial feature of the Service described in
response to Question 11, will be shown on each statement of
account. This custodial service protects Participants against
loss, theft or destruction of stock certificates.
-7-
<PAGE>
Certificates for any number of whole shares credited to a
Participant's account will be issued at any time upon the written
request of such Participant to the Agent. The request should be
mailed to the Agent at the address shown in the answer to
Question 6. Any remaining whole shares and fractions of a share
will continue to be credited to the Participant's account.
Certificates for fractions of shares will not be issued.
21. In whose name will certificates be registered when issued?
A Participant's account will be maintained in the name in
which certificates of such Participant were registered at the
time such Participant entered the Service. Consequently,
certificates for whole shares will be similarly registered when
issued at the request of a Participant.
Sale, Transfer and Pledging of Shares
22. What happens when a Participant sells or transfers all of the
shares registered in his name?
If a Participant disposes of all of the shares of Common
Stock registered in his name (those for which the Participant
holds certificates), the dividends on the shares of Common Stock
credited to his account will continue to be reinvested until the
Participant notifies the Agent that he wishes to withdraw from
the Service. If the Agent does not receive any instructions from
a Participant who has sold or transferred all shares registered
in the Participant's name, the Agent may, but is not required to,
request instructions from the Participant to determine whether
such Participant wishes to withdraw from the Service. If the
Participant requests withdrawal, the Agent will honor such
request, and the Participant will have the same rights as set
forth in the answer to Question 25 below. Requests for withdrawal
may be made by sending a written notice to the Agent at the
address shown in the answer to Question 6. The Agent may
terminate a Participant's account by notice in writing made to
the Participant at the address shown on the Agent's records in
accordance with the answer to Question 33.
23. What happens when a Participant sells or transfers a portion
of the shares registered in his name?
If a Participant who is reinvesting the cash dividends on all
of the shares of Common Stock registered in his name disposes of
a portion of such shares of Common Stock, the dividends on the
remaining shares registered in his name and those credited to his
account will continue to be reinvested.
If a Participant who is reinvesting the cash dividends on
less than all the shares of Common Stock registered in his name
disposes of a portion of such shares of Common Stock, the Agent
will continue to reinvest the dividends on the remainder of such
shares of Common Stock (as well as the shares credited to his
account) up to the number of shares originally authorized. For
example, if a Participant authorized the Agent to reinvest the
cash dividends on 50 shares of a total of 100 shares registered
in the Participant's name, and then the Participant disposed of
25 shares, the Agent would continue to reinvest the cash
dividends on 50 of the remaining 75 shares. If instead the
Participant disposed of 75 shares, the Agent would continue to
reinvest the cash dividends on all of the remaining 25 shares.
24. May shares in a Service account be pledged?
No. A Participant who wishes to pledge shares credited to his
account must request that certificates for such shares be issued
to him.
-8-
<PAGE>
Withdrawal from the Service
25. How does a Participant withdraw from the Service?
A Participant may withdraw from the Service at any time by
sending a written notice that he wishes to withdraw to the Agent
at the address shown in the answer to Question 6. When a
Participant withdraws from the Service, or upon termination of
the Service by Century, within 30 days of such withdrawal or
termination certificates for whole shares credited to the
Participant's account will be issued and a cash payment will be
made for any fraction of a share credited to such account.
Upon voluntary withdrawal from the Service, a Participant
may, if he desires, request in writing that all whole shares
credited to his account be sold by the Agent. The Agent reserves
the right to require that Participant's signature on such request
be guaranteed by a participant in the Securities Transfer Agents
Medallion Program, the Stock Exchange Medallion Program or the
New York Stock Exchange, Inc. Medallion Signature Program. If a
request to sell whole shares for a terminating Participant's
account has been timely received, such shares will be sold by the
Agent with the Participant receiving a check for the proceeds of
the sale, less any brokerage commission and any transfer tax,
plus a cash adjustment representing any fraction of a share then
credited to such Participant's account in an amount determined
following the Agent's receipt of such written request in the same
manner as set forth in the answer to Question 26 below. In making
sales of shares for a terminating Participant's account, the
Agent may combine such shares with shares of other terminating
Participants, in which case the net proceeds to each participant
will be based on the average sales price. Sales may be made on
any securities exchange to which the Common Stock is admitted to
trading, in the over-the-counter market or in negotiated
transactions and on such terms as to price, delivery and
otherwise as the Agent may, in its sole and absolute discretion,
determine. Any such sale shall be made within 30 days of the
receipt of directions to sell such shares, unless sale is
curtailed or suspended in accordance with the answer to Question
32 below.
26. What happens to a fraction of a share when a Participant
withdraws from the Service?
When a Participant withdraws from the Service and does not
request that the shares credited to his account be sold, the
amount of the cash payment to the Participant for the value of
any fraction of a share credited to his account at the time of
withdrawal will be calculated based upon the closing sale price
of the Common Stock (as published in The Wall Street Journal
report of New York Stock Exchange - Composite Transactions) on
the next business day that the Common Stock is traded following
the date of the Agent's receipt of a Participant's request for
withdrawal. If the Participant has requested that the shares
credited to his account be sold by the Agent, the amount of the
cash payment to the Participant for the value of any fraction of
a share credited to his account at the time of withdrawal from
the Service will be calculated based upon the sale price per
share of the whole shares sold by the Agent on behalf of the
Participant in accordance with the response to Question 25.
Other Information
27. What happens if Century issues a stock dividend, declares a
stock split, issues rightscertificates pursuant to the Century
Shareholder Rights Plan or has a rights offering?
Any whole or fractional shares issued in a stock dividend or
stock split by Century on shares of Common Stock held in the
Service for the accounts of Participants will be credited to each
Participant's
-9-
<PAGE>
respective account. Stock dividends or split shares issued on
shares registered in the name of a Participant will be sent
directly to him in the same manner as to shareholders who are not
participating in the Service.
In the event that Century issues separate certificates that
represent the Preferred Stock Purchase Rights attached to the
Century Common Stock pursuant to the Century Shareholder Rights
Plan or pursuant to another rights offering, each Participant
will receive a certificate from Century representing the number
of rights attached to all whole shares registered in his name and
all whole shares credited to his account under the Service.
Rights based on a fraction of a share held in a Participant's
account will be sold for his account and the net proceeds will be
applied as an optional cash payment to purchase newly issued
shares of Common Stock under the Service during the first five
business days of the next month.
28. How will a Participant's shares be voted at meetings of
shareholders?
For each meeting of shareholders, the Participant will
receive a proxy which will enable the Participant to vote all
whole shares registered in his name as well as to direct the
Agent to vote all whole shares credited to his account. If the
proxy card is returned, properly signed and marked for voting,
all of such shares will be voted as marked.
If a proxy is returned properly signed but without indicating
instructions as to the manner shares are to be voted with respect
to any item thereon, all of a Participant's shares - those
registered in his name, if any, on the books of Century and those
credited to his account under the Service - will be voted in
accordance with the recommendations of Century's management. If
the proxy or instruction form is not returned, or if it is
returned unexecuted or improperly executed, none of the shares in
respect of which such proxy or instruction form was furnished
(including shares held for the shareholder under the Service)
will be voted unless the Participant votes in person. If a
Participant votes in person the shares registered in his name on
the books of Century on any matter submitted to a meeting of
shareholders and no other instructions are received by the Agent
regarding shares credited to the Participant's account under the
Service, the number of whole shares credited to the account of
the Participant under the Service will be added to the number of
shares registered in the name of the Participant which are voted
on such matter.
29. What are the federal income tax consequences of participation
in the Service?
In general, a Participant should have the same federal income
tax consequences with respect to dividends payable to him on
shares credited to his account and on shares held by him directly
as a non-Participant holder of shares of Common Stock. A purchase
of shares with voluntary cash payments under the Service should
be treated for federal income tax purposes as a direct purchase
of shares by the Participant.
Under current federal income tax laws, a Participant should
not realize any taxable income when he receives certificates for
whole shares credited to his account under the Service, either
upon his request for such certificates or upon withdrawal from or
termination of the Service. However, a Participant who receives,
upon withdrawal from or termination of the Service, a cash
payment for any whole share sold for him by the Agent (or sold by
him after withdrawal from the Service), or for a fractional share
then held in his account, will realize a gain or loss measured by
the difference between the amount of cash which he receives and
his tax basis in such share or fraction credited to his account.
For further information as to tax consequences of participation
in the Service, Participants should consult with their own tax
advisors.
-10-
<PAGE>
30. What provision is made for shareholders subject to income tax
withholding?
In the case of Participants who are subject to backup
withholding of federal income tax, and in the case of foreign
Participants whose dividends are subject to United States income
tax withholding, an amount equal to the dividends payable to such
Participants and to be reinvested, less the amount of tax
required to be withheld, will be applied to the purchase of
shares of Common Stock. Backup withholding is required when,
among other things, Century does not have an appropriately
certified taxpayer identification number for the Participant. Any
amount required to be withheld will be treated as a cash dividend
paid to the Participant for federal income tax purposes.
Voluntary cash payments received from foreign Participants must
be in United States dollars payable in the United States and will
be invested in the same way as payments from other Participants.
31. What is the responsibility of Century and the Agent under the
Service?
Century and the Agent, in administering the Service, will not
be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, (a) any claim or
liability arising out of failure to terminate a Participant's
account upon such Participant's death or incapacity prior to
receipt of notice in writing of such death or incapacity, (b)
with respect to the price or prices at which shares are purchased
or sold for a Participant's account, (c) concerning the times
when such purchases or sales are made and (d) with respect to the
value of the shares acquired and held for a Participant's
account.
32. When can purchases or sales of Common Stock be temporarily
curtailed?
Temporary curtailment or suspension of purchases or sales of
Common Stock may be made at any time when such purchases or sales
would, in the Agent's judgment, contravene or be restricted by
applicable regulations, interpretations or orders of the
Securities and Exchange Commission, of any other governmental
commission, agency or instrumentality, of any court or securities
exchange or of the National Association of Securities Dealers,
Inc. The Agent shall not be accountable, or otherwise liable, for
failure to make purchases or sales at such times.
Participants should recognize that neither Century nor the
Agent can assure them of a profit or protect them against a loss
on the shares purchased under the Service.
33. When can the Agent terminate a Participant's account?
The Agent may terminate a Participant's account by notice in
writing made to the Participant at the address shown on the
Agent's records. All cash dividends relating to a record date
subsequent to the termination of a Participant's account will be
paid directly to the former Participant. A Participant whose
account has been terminated by the Agent will, within 30 days of
such termination, receive the number of whole shares credited to
his account, but will not have the right to cause the Agent to
sell such shares for his account. In every case of termination of
a Participant's account, the terminating Participant will receive
in payment for the fractional share interests credited to his
account cash in an amount based on the current market price of
Common Stock. The current market price of Common Stock for
purposes of this question shall be the closing sale price of
Common Stock (as published in The Wall Street Journal report of
New York Stock Exchange - Composite Transactions) on the date the
Agent terminates Participant's account. Such payment will be made
with the delivery of any whole shares or, if no whole shares have
been credited to the terminating Participant's account, within 30
days of termination.
-11-
<PAGE>
34. May the Service be changed or discontinued?
Century reserves the right to suspend, modify or terminate
the Service in any manner and at any time. Notice will be sent to
all Participants of any suspension, material modification or
termination. Any such suspension, modification or termination
will not, of course, affect previously executed transactions.
Any amendment, modification or supplement of the Service (i)
shall conclusively be deemed to be accepted by each Participant
and (ii) may include the appointment by Century of a successor
agent provided such successor is a bank or trust company
organized under the laws of the United States or any state
thereof. Century is authorized to pay to such successor agent for
the account of each Participant all dividends and distributions
payable on shares of Common Stock authorized to be reinvested
under the Service, which shall be applied by such successor agent
as provided in the Service.
35. What law governs the terms and conditions of the Service?
The terms and conditions of the Service and its operations
are governed by the laws of the State of Texas.
36. Can the Service be terminated by operation of law?
The delivery by a Participant of a signed Authorization Form
to the Agent shall constitute an appointment of the Agent as such
Participant's Agent, which appointment can be terminated only by
terminating such Participant's account in the manner provided in
Questions 25, 33 and 34 hereof. In the event that a successor
agent is appointed as described in Question 34 hereof, the
Participant's account will not be terminated but will be
transferred to the successor agent, who shall be deemed the duly
appointed agent pursuant to the outstanding authorization form.
The authority conferred by the Authorization Form shall not be
terminated by operation of law, whether by the death or
incapacity of the Participant, the termination of any trust, the
dissolution of any corporation or the occurrence of any other
event.
USE OF PROCEEDS
Century has no basis for estimating precisely either the
number of shares of Common Stock that ultimately may be sold
pursuant to the Service, or the prices at which such shares will
be sold. However, Century proposes to use the net proceeds from
the sale of shares of Common Stock pursuant to the Service,
when and as received, for investments in and advances to
Century's subsidiaries or for other general corporate purposes.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed pursuant to
the Exchange Act by Century with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by
reference:
-12-
<PAGE>
(a) Century's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
(b) Century's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(c) Century's Current Reports on Form 8-K dated January 13,
February 10 and April 22, 1994.
(d) The description of Century's Common Stock set forth in
its RegistrationStatement under the Exchange Act (File No. 1-
6280), as modified by its CurrentReport on Form 8-K dated June
12, 1991.
All reports filed by Century with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of Common Stock offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be made a
part hereof from their respective dates of filing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law provides
in part that a corporation may indemnify any director, officer,
employee or agent of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
action, suit or proceeding to which he is or was a party or is
threatened to be made a party (including any action by or in the
right of the corporation) if such action arises out of his acts
on behalf of the corporation and he acted in good faith not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may
indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or to
create a form of self-insurance on behalf of any person who is or
was acting for the corporation, regardless of whether the
corporation has the legal authority to indemnify the insured
person against such liability.
Article II, Section 9 of Century's by-laws (the
"Indemnification By-law") provides for mandatory indemnification
for directors and officers or former directors and officers of
Century to the full extent permitted by Louisiana law.
Century's Articles of Incorporation authorize it to enter
into contracts with directors and officers providing for
indemnification to the fullest extent permitted by law. Century
has entered into indemnification contracts providing contracting
directors or officers the procedural and substantive rights to
indemnification currently set forth in the Indemnification By-law
("Indemnification Contracts"). The right to indemnification
provided by an Indemnification Contract applies to all covered
claims, whether such claims arose before or after the effective
date of the contract.
-13-
<PAGE>
Century maintains an insurance policy covering the liability
of its directors and officers for actions taken in their official
capacity. The Indemnification Contracts provide that, to the
extent insurance is reasonably available, Century will maintain
comparable insurance coverage for each contracting party as long
as he or she serves as an officer or director and thereafter for
so long as he or she is subject to possible personal liability
for actions taken in such capacities. The Indemnification
Contracts also provide that if Century does not maintain
comparable insurance, it will hold harmless and indemnify a
contracting party to the full extent of the coverage that would
otherwise have been provided for his or her benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Century pursuant to the foregoing
provisions, or otherwise, Century has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
--------------------------------------------------------------
-14-
<PAGE>
No person is authorized to give any information or to make
any representations other than those contained or incorporated by
reference in the Prospectus in connection with the offer
contained in this Prospectus and, if given or made, any such
information or representation must not be relied upon as having
been authorized by Century. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy securities
in any state or other jurisdiction where, or to any person to
whom, it is unlawful to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Century since the
date hereof.
----------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Century...........................................2
Description of the Service........................3
Purpose....................................3
Advantages.................................3
Administration.............................3
Participation..............................4
Costs......................................6
Purchases..................................6
Voluntary Cash Payments....................6
Reports to Participants....................7
Dividends on Fractional Shares.............7
Certificates for Shares....................7
Sale, Transfer and Pledging of
Shares.................................8
Withdrawal from the Service................9
Other Information..........................9
Use of Proceeds...................................12
Documents Incorporated by
Reference..................................12
Indemnification of Directors and
Officers...................................13
-15-
