Dear Shareholder:
The enclosed proxy card solicited on behalf of the Board of
Directors of Century Telephone Enterprises, Inc. (the "Company")
indicates the number of votes that you will be entitled to cast at the
Company's Annual Meeting of Shareholders to be held April 28, 1994
(the "Annual Meeting"), according to the stock records of the Company.
The Company's Articles of Incorporation, the relevant provisions of
which are printed on the reverse side of this letter, provide that
each voting share of the Company that has been "beneficially owned"
continuously since May 30, 1987 entitles the holder thereof to ten
votes, subject to compliance with certain procedures; each other
voting share entitles the holder thereof to one vote. In general,
shares registered in the name of any natural person or estate that are
represented by certificates dated prior to May 30, 1987 are presumed
to have ten votes per share. All other shares are presumed to have
only one vote per share.
The Articles of Incorporation, however, set forth a list of
circumstances in which the foregoing presumption may be refuted.
Please review the provisions on the reverse side of this letter and,
if you believe that the information set forth on your proxy card is
incorrect or a presumption made with respect to your shares should not
apply, send a letter to the Company at the above address briefly
describing the reasons for your belief. Merely marking the proxy card
will not be sufficient notification to the Company that you believe
the voting information thereon is incorrect.
The Company will consider all letters received prior to the date
of the Annual Meeting and, when a return address is provided in the
letter, will promptly advise each shareholder concerned of its
decision with respect thereto, although in many cases the Company will
not have time to inform a shareholder of its decision prior to the
time the shares are voted. In limited circumstances, the Company may
require additional information before a determination will be made.
If you have any questions about the Company's voting procedures,
please call the Company at (318) 388-9500.
/s/ Clarke M. Williams
Chairman of the Board
March 18, 1994
Dear Shareholder:
The enclosed proxy card solicited on behalf of the Board of
Directors for Century Telephone Enterprises, Inc. (the "Company")
indicates the number of shares that you will be entitled to have voted
at the Company's Annual Meeting of Shareholders to be held April 28,
1994 (the "Annual Meeting"), according to the records of your broker,
bank or other nominee.
The Company's Articles of Incorporation, the relevant provisions
of which are printed on the reverse side of this letter, provide that
each voting share of the Company that has been "beneficially owned"
continuously since May 30, 1987 entitles the holder thereof to ten
votes, subject to compliance with certain procedures; each other
voting share entitles the holder thereof to one vote. All shares held
through a broker, bank or other nominee, however, are presumed to have
one vote per share. The Articles of Incorporation set forth a list of
circumstances in which this presumption may be refuted by the person
who has held all of the attributes of beneficial ownership referred to
in Paragraph 3 of the voting provisions, printed on the reverse side
of this letter, since May 30, 1987. Please review those provisions
and, if you believe that some or all of your shares are entitled to
ten votes, you may follow one of the two procedures outlined below.
First, you may write a letter to the Company at the above address
describing the reasons for your belief. The letter should contain
your name (unless you prefer to remain anonymous), the name of the
brokerage firm, bank or other nominee holding your shares, your
account number with such nominee and the number of shares you have
beneficially owned continuously since May 30, 1987. Alternatively,
you may ask your broker, bank or other nominee to write a letter to
the Company on your behalf stating your account number and indicating
the number of shares that you have beneficially owned continuously
since May 30, 1987. In either case, your letter should indicate how
you wish to have your shares voted at the Annual Meeting so that, once
a determination as to voting power is made, your votes may be counted.
The Company will consider all letters received prior to the date
of the Annual Meeting and, when a return address is provided in the
letter, will promptly advise each beneficial owner or nominee, as the
case may be, concerned of its decision with respect thereto, although
in many cases the Company will not have time to inform an owner or
nominee of its decision prior to the time the shares are voted. In
limited circumstances, the Company may require additional information
before a determination will be made. If you have any questions about
the Company's voting procedures, please call the Company at (318) 388-
9500.
/s/ Clarke M. Williams
Chairman of the Board
March 18, 1994
Dear Participants in the Company's Stock Bonus Plan, Employee Stock
Ownership Plan, Dollars & Sense Plan or Retirement Savings Plan
for Bargaining Unit Employees:
As a participant in one or more of the above-listed plans
you are entitled to direct the exercise of voting power with respect
to shares of the Company's Common Stock held in such plans. If you
choose to do so, all of your instructions (subject to certain limited
exceptions) will be deemed to be made by you in your capacity as a
"named fiduciary" under the plans, which require you to direct your
votes in a manner that you believe to be prudent and in the best
interests of the participants of each respective plan. If you wish to
direct the exercise of such voting power in your capacity as a "named
fiduciary," please complete and return the enclosed voting instruction
cards no later than the close of business on April 25, 1994 in
accordance with the accompanying instructions.
Most of you will receive the attached proxy materials of the
Company from both (i) First American Bank & Trust of Louisiana ("First
American"), which is the trustee for the Company's Stock Bonus and
Employee Stock Ownership Plans, and (ii) Wells Fargo Bank, National
Association ("Wells Fargo"), which is the trustee for the Company's
Dollars & Sense and Retirement Savings Plans. To ensure that your
voting instructions are counted, please carefully review the
instructions separately provided by each such trustee. It is
important that all voting instruction cards relating to the Stock
Bonus or Employee Stock Ownership Plans are returned ONLY to First
American and that all voting instruction cards relating to the Dollars
& Sense and Retirement Savings Plans are returned ONLY to Wells Fargo.
If after reading the accompanying instructions you have any
questions regarding the enclosed voting instruction cards, please
contact the trustee responsible for administering the plan or plans to
which your questions relate.
/s/ Clarke M. Williams
Chairman of the Board
March 18, 1994
VOTING PROVISIONS
Paragraph A of Article III of the Company's Articles of
Incorporation provides, in part:
* * * *
(2) Each share of Common Stock and each outstanding share of the
Series A, G, H, U and V Preferred Stock ("Voting Preferred Stock")
which has been beneficially owned continuously by the same person
since May 30, 1987 will entitle such person to ten votes with respect
to such share on each matter properly submitted to the shareholders of
the Corporation for their vote, consent, waiver, release or other
action when the Common Stock and the Voting Preferred Stock vote
together with respect to such matter.
(3) For purposes of this paragraph A, a change in beneficial
ownership of a share of the Corporation's stock shall be deemed to
have occurred whenever a change occurs in any person or group of
persons who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares
(i) voting power, which includes the power to vote, or to direct the
voting of such share; (ii) investment power, which includes the power
to direct the sale or other disposition of such share; (iii) the right
to receive or retain the proceeds of any sale or other disposition of
such share; or (iv) the right to receive distributions, including cash
dividends, in respect to such share.
a. In the absence of proof to the contrary provided in
accordance with the procedures referred to in subparagraph (5) of this
paragraph A, a change in beneficial ownership shall be deemed to have
occurred whenever a share of stock is transferred of record into the
name of any other person.
b. In the case of a share of Common Stock or Voting Preferred
Stock held of record in the name of a corporation, general
partnership, limited partnership, voting trustee, bank, trust company,
broker, nominee or clearing agency, or in any other name except a
natural person, if it has not been established pursuant to the
procedures referred to in subparagraph (5) that such share was
beneficially owned continuously since May 30, 1987 by the person who
possesses all of the attributes of beneficial ownership referred to in
clauses (i) through (iv) of subparagraph (3) of this paragraph A with
respect to such share of Common Stock or Voting Preferred Stock, then
such share of Common Stock or Voting Preferred Stock shall carry with
it only one vote regardless of when record ownership of such share was
acquired.
c. In the case of a share of stock held of record in the name
of any person as trustee, agent, guardian or custodian under the
Uniform Gifts to Minors Act as in effect in any state, a change in
beneficial ownership shall be deemed to have occurred whenever there
is a change in the beneficiary of such trust, the principal of such
agent, the ward of such guardian or the minor for whom such custodian
is acting.
(4) Notwithstanding anything in this paragraph A to the
contrary, no change in beneficial ownership shall be deemed to have
occurred solely as a result of:
a. any event that occurred prior to May 30, 1987, including
contracts providing for options, rights of first refusal and similar
arrangements, in existence on such date to which any holder of shares
of stock is a party;
b. any transfer of any interest in shares of stock pursuant to
a bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for the purpose of
circumventing paragraph A;
c. any change in the beneficiary of any trust, or any
distribution of a share of stock from trust, by reason of the birth,
death, marriage or divorce of any natural person, the adoption of any
natural person prior to age 18 or the passage of a given period of
time or the attainment by any natural person of a specified age, or
the creation or termination of any guardianship or custodian
arrangement; or
d. any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of stock.
(5) For purposes of this paragraph A, all determinations
concerning changes in beneficial ownership, or the absence of any such
change, shall be made by the Corporation. Written procedures designed
to facilitate such determinations shall be established by the
Corporation and refined from time to time. Such procedures shall
provide, among other things, the manner of proof of facts that will be
accepted and the frequency with which such proof may be required to be
renewed. The Corporation and any transfer agent shall be entitled to
rely on all information concerning beneficial ownership of a share of
stock coming to their attention from any source and in any manner
reasonably deemed by them to be reliable, but neither the Corporation
nor any transfer agent shall be charged with any other knowledge
concerning the beneficial ownership of a share of stock .
(6) Each share of Common Stock acquired by reason of any stock
split or dividend shall be deemed to have been beneficially owned by
the same person continuously from the same date as that on which
beneficial ownership of the share of Common Stock, with respect to
which such share of Common Stock was distributed, was acquired.
(7) Each share of Common Stock acquired upon conversion of the
outstanding Series A, G, H, U and V Preferred Stock of the Corporation
("Convertible Stock") shall be deemed to have been beneficially owned
by the same person continuously from the date on which such person
acquired the Convertible Stock converted into such share of Common
Stock.
(8) Where a holder beneficially owns shares having ten votes per
share and shares having one vote per share, and transfers beneficial
ownership of less than all of the shares held, the shares transferred
shall be deemed to consist, in the absence of evidence to the
contrary, of the shares having one vote per share.
(9) Shares of Common Stock held by the Corporation's employee
benefit plans will be deemed to be beneficially owned by such plans
regardless of how such shares are allocated to or voted by
participants, until the shares are actually distributed to
participants.
(10) Each share of Common Stock, whether at any particular time
the holder thereof is entitled to exercise ten votes or one, shall be
identical to all other shares of Common Stock in all other respects.
(11) Each share of Voting Preferred Stock, whether at any
particular time the holder thereof is entitled to exercise ten votes
or one, shall be identical in all other respects to all other shares
of Voting Preferred Stock in the same designated series.
(12) Each share of Common Stock issued by the Corporation in a
business combination transaction shall be deemed to have been
beneficially owned by the person who received such share in the
transaction continuously for the shortest period, as determined in
good faith by the Board of Directors, that would be permitted for the
transaction to be accounted for as a pooling of interests, provided
that the Audit Committee of the Board of Directors has made a good
faith determination that (i) such transaction has a bona fide business
purpose, (ii) it is in the best interests of the Corporation and its
shareholders that such transaction be accounted for as a pooling of
interests under generally accepted accounting principles and (iii)
such issuance of Common Stock does not have the effect of nullifying
or materially restricting or disparately reducing the per share voting
rights of holders of an outstanding class or classes of voting stock
of the Corporation. Notwithstanding the foregoing, the Corporation
shall not issue shares in a business combination transaction if such
issuance would result in a violation of Rule 19c-4 under the
Securities Exchange Act of 1934 and nothing herein shall be
interpreted to require the Company to account for any business
combination transaction in any particular manner.
CENTURY TELEPHONE ENTERPRISES, INC.
P. O. Box 4065
Monroe, Louisiana 71211
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The Annual Meeting of Shareholders of Century Telephone
Enterprises, Inc. will be held at 2:00 p.m., local time, on April 28,
1994, at the Holiday Inn Professional Centre/Atrium, 2001 Louisville
Avenue, Monroe, Louisiana, for the following purposes:
1. To elect four Class III directors; and
2. To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March
8, 1994, as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting and all adjournments
thereof.
By Order of the Board of Directors
/s/ HARVEY P. PERRY
Secretary
Dated: March 18, 1994
SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN
IF YOU EXPECT TO ATTEND, IT IS IMPORTANT THAT YOU PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. IF YOU PLAN TO ATTEND
AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME
BEFORE YOUR PROXY IS VOTED.
CENTURY TELEPHONE ENTERPRISES, INC.
P. O. Box 4065
Monroe, Louisiana 71211
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1994
This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors (the "Board") of
Century Telephone Enterprises, Inc. (the "Company") for use at its annual
meeting of shareholders to be held at the time and place set forth in the
accompanying notice, and at any adjournments thereof (the "Meeting"). The
date of this proxy statement is March 18, 1994.
On March 8, 1994, the record date for determining shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), the
Company had outstanding 53,230,538 shares of common stock (the "Common Stock")
and 18,162 shares of preferred stock, which votes together with the Common
Stock as a single class (collectively, "Voting Shares"). The Company's
Articles of Incorporation (the "Articles") generally provide that holders of
Voting Shares that have been beneficially owned continuously since May 30,
1987 are entitled to cast ten votes per share, subject to compliance with
certain procedures. Article III of the Articles and the voting procedures
adopted thereunder contain several provisions governing the voting power of
the Voting Shares, including a presumption that each Voting Share held by
nominees or by any holder other than a natural person or estate entitles such
holder to only one vote, unless the record holder thereof furnishes the
Company with evidence to the contrary. Applying the presumptions described in
Article III, the Company's records indicate that 134,949,233 votes are
entitled to be cast at the Meeting. All percentages of voting power set forth
in this proxy statement have been calculated based on such number of votes.
The Company will pay all expenses of soliciting proxies for the
Meeting. Proxies may be solicited personally, by mail, by telephone or by
facsimile by the Company's directors, officers and employees, who will not be
additionally compensated therefor. The Company will also request persons
holding Voting Shares in their names for others, such as brokers, banks and
other nominees, to forward proxy materials to their principals and request
authority for the execution of proxies, for which the Company will reimburse
them for expenses incurred in connection therewith. The Company has retained
Hill and Knowlton, Inc. to assist in the solicitation of nominee proxies, for
which it will be paid a fee of $5,000 and will be reimbursed for certain out-
of-pocket expenses.
ELECTION OF DIRECTORS
The Articles authorize a board of directors of 14 members divided
into three classes. Members of the respective classes hold office for
staggered terms of three years, with one class elected at each annual
shareholders' meeting. Four Class III directors will be elected at the
Meeting. Unless authority is withheld, all votes attributable to the shares
represented by each duly executed and delivered proxy will be cast for the
election of each of the four below-named Class III nominees, each of whom has
been recommended for election by the Board's Nominating Committee. If for any
reason any proposed nominee should decline or become unable to stand for
election as a director, which is not anticipated, votes will be cast instead
for another candidate designated by the Board, without resoliciting proxies.
The following provides certain information with respect to each
proposed nominee and each other director whose term will continue after the
Meeting, including his beneficial ownership of shares of Common Stock
determined in accordance with Rule 13d-3 of the Securities and Exchange
Commission ("SEC"). Unless otherwise indicated, (i) all information is as of
the Record Date, (ii) each person has been engaged in the principal occupation
shown for more than the past five years and (iii) shares beneficially owned
are held with sole voting and investment power. None of the persons named
below beneficially owns Voting Shares entitling him to vote in excess of 1% of
the total voting power.
Nominees for Election as Class III Directors (for term expiring in 1997):
{Photograph
of Nominee} Calvin Czeschin, age 58; a director since 1975; President and
Chief Executive Officer, Yelcot Telephone Company.
Committee Memberships: Executive; Audit (Chairman)
Shares Beneficially Owned: 110,332(1)
{Photograph
of Nominee} F. Earl Hogan, age 72; a director since 1968; Managing Partner of
EDJ Farms Partnership, a farming enterprise.
Committee Memberships: Executive; Audit; Insurance
Evaluation
Shares Beneficially Owned: 17,397
{Photograph
of Nominee} Harvey P. Perry, age 49; a director since 1990; Senior Vice
President, Secretary and General Counsel of the Company. Mr.
Perry is the son-in-law of Clarke M. Williams.
Committee Membership: Executive
Shares Beneficially Owned: 172,193(2)(3)
{Photograph
of Nominee} Jim D. Reppond, age 52; a director since 1986; President-Telephone
Group of the Company.
Committee Memberships: Executive; Insurance Evaluation
Shares Beneficially Owned: 159,267(2)
The Board recommends a vote FOR each of these proposed nominees.
Class I Directors (term expires in 1995):
{Photograph
of Nominee} William R. Boles, Jr., age 37; a director since 1992; Vice
President and a director and practicing attorney with Boles, Boles
& Ryan, a professional law corporation.
Shares Beneficially Owned: 1,960
{Photograph
of Nominee} W. Bruce Hanks, age 39; a director since 1992; President-
Telecommunications Services of the Company (or a predecessor
position) since July 1989; from June 1988 to July 1989, Senior
Vice President and Chief Financial Officer.
Shares Beneficially Owned: 165,636(2)
{Photograph
of Nominee} C. G. Melville, Jr., age 53; a director since 1968; private
investor; restaurant proprietor from March 1991 to July 1992;
President, Melville Equipment, Inc., a distributor of marine and
industrial equipment, prior to March 1991.
Committee Memberships: Audit; Nominating
Shares Beneficially Owned: 16,633
{Photograph
of Nominee} Glen F. Post, III, age 41; a director since 1985; Vice Chairman of
the Board and Chief Executive Officer of the Company since 1992
and President since 1990; Chief Operating Officer from 1988 to
1992; Executive Vice President from 1987 to 1990.
Committee Membership: Executive
Shares Beneficially Owned: 280,331(2)
{Photograph
of Nominee} Clarke M. Williams, age 72; a director since 1968; Chairman of the
Board; Chief Executive Officer from the Company's incorporation in
1968 to 1989 and from 1990 to 1992. Mr. Williams, who is the
father-in-law of Harvey P. Perry, founded the Company's telephone
business in 1946.
Committee Membership: Executive (Chairman)
Shares Beneficially Owned: 665,595(2)
Class II Directors (term expires in 1996):
{Photograph
of Nominee} Ernest Butler, Jr., age 65; a director since 1971; Executive Vice
President, Stephens Inc., an investment banking firm.
Committee Memberships: Audit; Compensation (Chairman);
Shareholder Relations (Chairman)
Shares Beneficially Owned: 337
{Photograph
of Nominee} James B. Gardner, age 59; a director since 1981; President and
Chief Executive Officer, Pacific Southwest Bank, F.S.B. since
November 1991; from March 1991 to November 1991, Chairman of the
Board and President of Elm Interests, Inc., a corporation formed
to acquire and operate Bluebonnet Savings Bank, F.S.B.; President
and Chief Executive Officer of Marquette National Life Insurance
Company and an officer of its parent corporation from August 1990
to March 1991; served from July 1987 to August 1990 as an
executive officer of either Bank One, Texas, N.A., MBank Dallas,
N.A. or the federal bridge bank organized to acquire MBank Dallas,
N.A. Mr. Gardner has also been a director of Ennis Business
Forms, Inc. since 1970.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 1,012
{Photograph
of Nominee} R. L. Hargrove, Jr., age 62; a director since 1985; certified
public accountant; retired as Executive Vice President of the
Company in 1987.
Committee Memberships: Executive; Audit; Shareholder
Relations
Shares Beneficially Owned: 29,987
{Photograph
of Nominee} Johnny Hebert, age 65; a director since 1968; President of Valley
Electric Company and Vice President of River City Electric, both
of which are electrical contracting firms.
Committee Memberships: Audit; Nominating (Chairman);
Insurance
Evaluation (Chairman)
Shares Beneficially Owned: 3,134(4)
{Photograph
of Nominee} Tom S. Lovett, age 81; a director since 1980; President, Deep
Bayou Farms, Inc., a farming enterprise; retired as a practicing
attorney in 1978.
Committee Memberships: Audit; Compensation; Shareholder
Relations
Shares Beneficially Owned: 15,735
(1) Includes 5,332 shares owned by Mr. Czeschin's wife, as to which
he disclaims beneficial ownership.
(2) Includes such number of restricted shares issued under the
Company's Restricted Stock Plan ("Restricted Stock") as is
indicated in the Summary Compensation Table appearing elsewhere
herein; also includes (i) shares (the "Option Shares") that he has
the right to acquire within 60 days of the Record Date pursuant to
options granted under the Company's 1988 and 1990 Incentive
Compensation Programs and (ii) shares (collectively, the "Plan
Shares") allocated to his accounts as of December 31, 1993 under
the Company's Stock Bonus Plan and Employee Stock Ownership Plan
("ESOP"), and as of the Record Date under the Company's Dollars &
Sense Plan ("401(k) Plan"), as follows:
Name Option Shares Plan Shares
Harvey P. Perry 128,803 11,694
Jim D. Reppond 113,803 30,704
W. Bruce Hanks 128,251 17,958
Glen F. Post, III 219,358 27,226
Clarke M. Williams 549,953 68,037
(3) Includes 12,335 shares owned by Mr. Perry's wife, as to which he
disclaims beneficial ownership, and 543 shares held as custodian for the
benefit of his children.
(4) Includes 750 shares owned by Mr. Hebert's wife, as to which he
disclaims beneficial ownership.
Meetings and Certain Committees of the Board
During 1993 the Board held four regular meetings and three special
meetings.
The Board's Executive Committee, which met six times during 1993, is
authorized to exercise all the powers of the Board to the extent permitted by
law.
The Board's Audit Committee meets with the Company's independent
auditors and the Company's personnel responsible for preparing its financial
reports and is responsible for reviewing the scope and results of the
auditors' examination of the Company, discussing with the auditors the scope,
reasonableness and adequacy of internal accounting controls, considering and
recommending to the Board a certified public accounting firm for selection as
the Company's independent auditors, and directing and supervising any special
investigations as instructed by the Board. The Audit Committee held three
meetings during 1993.
The Board's Nominating Committee, which held two meetings in 1993, is
responsible for recommending to the Board both a proposed slate of nominees
for election as directors and the individuals proposed for appointment as
officers. In connection with the 1995 annual shareholders' meeting, the
Nominating Committee will consider director candidates suggested by
shareholders, who should advise the Secretary of the Company in writing at any
time prior to November 16, 1994 and include sufficient biographical
information to permit appropriate evaluation.
The Board's Compensation Committee, which is described further below,
held two meetings during 1993.
Director Compensation
Each director who is not an employee of the Company is paid an annual
fee of $21,000 plus $1,500 for attending each regular Board meeting, $2,000
for attending each special Board meeting and $750 for attending each meeting
of a Board committee. Each director is also reimbursed for expenses incurred
in attending meetings.
Under the Company's Outside Directors' Retirement Plan, non-employee
directors who have completed five years of Board service are entitled to
receive, upon normal retirement, monthly payments that on a per annum basis
approximate their annual compensation for Board service at the time of
retirement. In addition, this plan provides certain disability and
preretirement death benefits.
VOTING SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding ownership of the
Company's Common Stock by (i) each person known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock and (ii) all
of the Company's directors and executive officers as a group. Unless
otherwise indicated, all information is presented as of the Record Date and
all shares indicated as beneficially owned are held with sole voting and
investment power.
Amount and
Nature of Percent
Name and Address of Beneficial of Voting
Beneficial Owner Ownership(1) Power(2)
Principal Shareholders:
First American Bank & Trust of Louisiana,
as Trustee (the "Trustee") of the
Stock Bonus Plan and ESOP (the
"Benefit Plans") 6,280,943(3) 38.5%
P. O. Box 7232
Monroe, Louisiana 71211
Putnam Investments, Inc. 3,714,506(4) 2.8%
One Post Office Square
Boston, Massachusetts 02109
Gabelli Funds, Inc. 2,971,607(5) 2.2%
One Corporate Center
Rye, New York 10580-1434
Management Group:
All directors and executive
officers as a group (15 persons) 1,758,368(6) 2.7%
(1) Determined in accordance with Rule 13d-3 of the SEC based upon
information furnished by the persons listed. Although several persons
beneficially own in excess of 5% of certain classes of the Company's
voting preferred stock, the percentage of voting power held by these
persons is immaterial.
(2) Based on the Company's records and, with respect to all shares held of
record by the Trustee, based on information the Trustee periodically
provides to the Company to establish that certain of the Trustee's
shares entitle it to ten votes per share.
(3) All voting power attributable to these shares is directed by the
participants of the Benefit Plans, each of whom is deemed, subject to
certain limited exceptions, to tender such instructions as a "named
fiduciary" under such plans, which requires the participants to direct
their votes in a manner that they believe to be prudent and in the best
interests of the participants of each respective plan.
(4) Based on share ownership information as of January 26, 1994 contained
in a Schedule 13G Report that Putnam Investments, Inc. has filed with the
SEC. Based on such information, Putnam Investments, Inc. (i) shares
voting power with respect to 450,733 of the shares shown and (ii) shares
dispositive power with respect to all of the shares shown.
(5) Based on share ownership information as of March 10, 1993 contained in
a Schedule 13D Report and amendments thereto that Gabelli Funds, Inc. has
filed with the SEC. Based on such information, Gabelli Funds, Inc. (i)
does not have authority to vote 146,100 of the shares shown and (ii)
shares voting and dispositive power with respect to 3,000 of the shares
shown.
(6) Includes (i) 66,140 shares of Restricted Stock, (ii) 1,227,117 Option
Shares that such persons have a right to acquire within 60 days of the
Record Date, (iii) 167,327 Plan Shares allocated to their respective
accounts as of December 31, 1993 under the Benefit Plans and as of the
Record Date under the 401(k) Plan, (iv) 18,417 shares held of record by
the spouses of certain directors and executive officers, as to which
beneficial ownership is disclaimed, and (v) 543 shares held as custodian
for the benefit of the children of a director and executive officer.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation Committee Report
General. During 1993 the Board's Compensation Committee,
among other things, monitored and evaluated the compensation
levels of senior management and administered the Company's
restricted stock and incentive compensation programs. All
determinations of the Committee have traditionally been submitted
as recommendations to the Board for its approval, except for
grants of awards under certain of the Company's stock-based
compensation programs, which may be made only by the Committee.
The Company's Bylaws were amended in February 1994 to provide
that the Company may not, among other things, set the salaries or
change the benefits of its executive officers without the
approval of the Compensation Committee. The Committee is
composed entirely of Board members who are not employees of the
Company.
The Committee periodically consults with nationally
recognized consulting firms to assist it in evaluating the
Company's executive compensation. With the assistance of the
Committee and its consultants, the Board has adopted an executive
compensation philosophy statement setting forth the Company's
compensation objectives, which include:
* if justified by corporate performance, compensating the
executive group at rates higher than those of
comparable companies in an effort to hire, develop,
reward and retain key executives
* providing salaries and incentive compensation tied to
the Company's annual, intermediate and long-term
performance
* encouraging team orientation
* providing sufficient benefit levels for executives and
their families in the event of disability, illness or
retirement
* structuring executive compensation to ensure its full
deductibility under the Omnibus Budget Reconciliation
Act of 1993
At present, the Company's executive compensation is
comprised of (i) salary, (ii) an annual cash and stock incentive
bonus, (iii) additional incentive compensation in the form of
stock options and a stock retention program, and (iv) other
benefits typically provided to executives of comparable
companies, all as described further below. For each such
component of compensation, the Company's compensation levels are
compared with those of comparable companies. For purpose of
establishing these comparable compensation levels, the Company
compares itself to a national group of companies selected by
management and its consultants. This group consists primarily of
telecommunications companies (including each of the 12 companies
comprising the "Value Line Telecommunications/Other Majors Index"
referred to in the Company's stock performance graph appearing
elsewhere herein), but also includes several other companies that
have revenue levels similar to the Company's.
Salary. The salary of each executive officer, including the
Chief Executive Officer, is based on the officer's level of
responsibility and comparisons to prevailing salary levels for
similar positions at the Company and at comparable companies.
The Committee seeks to provide the Company's executive officers
with salaries that are at least commensurate with the median
salary levels at comparable companies, and salaries in excess of
these median levels when warranted by the Company's financial
performance. Although the individual performance of each
executive officer is reviewed, the Committee has not attempted to
reward individual achievement through the salary component of
compensation due to the inherent subjectivity of such evaluations
and the detrimental effect this might have on the Company's team
orientation.
After taking into account the Company's return on equity,
its revenue and earnings growth and other measures of financial
performance, the Committee sought to establish the 1993 salaries
of each of its executive officers at or up to 15% above the
median salary levels for similarly-situated executives of
comparable companies. In an effort to ensure that the base
salary of the Company's Chief Executive Officer remained slightly
above the median level, his base salary was increased 4% in 1993.
Annual Bonus. In connection with the Company's annual
incentive bonus program, the Compensation Committee annually
establishes target performance levels and the amount of bonus
payable if these targets are met, which typically is defined in
terms of a percentage of each officer's salary. In early 1993
the Committee recommended that the executive officers receive an
incentive bonus for 1993 equal to 25% of their annual salaries if
the Committee's 1993 targets were attained, with no bonus being
payable if certain minimum target performance levels were not
attained, and a bonus of up to 50% of salary being payable if the
Committee's 1993 targets were substantially exceeded. Although
the Committee may choose any measure of financial performance
that it deems appropriate, the Committee for the past several
years has used return on equity and revenue growth, but has
weighted return on equity more heavily than revenue growth in
order to reflect the Committee's desire to more closely tie
executive compensation to shareholder return.
In determining the size of the executive officers' target
bonus pool, the Compensation Committee reviews information
furnished by its consultants as to the bonus practices among
comparable companies. The annual bonuses paid to the Company's
executive officers have typically been less than the median
annual bonuses paid by comparable companies. To compensate for
this, the Company seeks to provide its executives with the
opportunity to earn above-average levels of stock incentive
compensation.
As a result of the Company exceeding its 1993 targets for
both return on equity and revenue growth, each executive officer
has received a bonus equal to 40% of his 1993 salary. The
Compensation Committee determined to pay 60% of each executive
officer's incentive bonus in cash and 40% in Restricted Stock
that may not be transferred by the officer for five years and
will be forfeited if prior to that time he leaves the Company,
other than as a result of death, disability or retirement. As a
result, the realization of a significant portion of the 1993
bonus is tied to the Company's future stock price performance.
Similar to its policy with respect to salaries, the
Committee traditionally has refrained from rewarding individual
achievement through the use of bonuses. However, in early 1993
the Committee approved a special incentive bonus for the
Company's President - Telecommunications Services which targeted
an additional bonus of 10% of his salary based upon attainment of
certain targeted levels of cellular revenues, operating expenses
and subscriber growth. This special bonus resulted in an
additional bonus payment of $19,276 to such officer. The
Committee has approved a similar arrangement for this officer for
1994 and is currently exploring the possibility of reserving a
portion of future bonus pools for discretionary bonus awards to
executive officers based on their role in significant
contributions benefiting the Company and its shareholders.
Stock Incentive Programs. The Company's 1988 and 1990
incentive compensation programs authorize the Compensation
Committee to grant stock options and various other incentives to
key personnel. The Committee's philosophy with respect to stock
incentive awards is to strengthen the relationship between
compensation and increases in the market price of the Common
Stock and thereby ally the executive officers' financial
interests with those of the Company's shareholders.
Options. Options granted under these programs become
exercisable based upon criteria established by the Compensation
Committee. The Compensation Committee determines the size of
option grants based on information furnished by the Committee's
consultants regarding stock option practices among comparable
companies and by applying compensation multiples designed to
create greater opportunities for stock ownership the greater
one's responsibilities and duties. The Committee also takes into
account the number of outstanding unexercised options held by the
executive officers. In 1993 the Committee determined that the
number of outstanding unexercised options issued to the executive
officers in prior years was adequate and elected to issue no
further options.
Stock Retention Program. To provide an incentive for
officers to acquire and hold Common Stock, the Compensation
Committee instituted a stock retention program in 1993. Under
this program, each executive officer who in 1993 voluntarily
purchased a specified number of shares of Common Stock was
awarded (i) an equal number of shares of Restricted Stock, all of
which will be forfeited if within three years the purchased
shares are sold or if the officer's employment terminates, other
than as a result of death, disability or retirement, and (ii)
performance units entitling the officer to earn a number of
shares of Common Stock equal to 40% of the number of shares
purchased. These shares are earned only if the trading price of
the Common Stock increases by 30% at any time prior to the fifth
anniversary of the award, but may in no event be issued prior to
the third anniversary date of the award. The executive officers
are paid dividend equivalent cash payments with respect to
unearned performance units at the dividend rate applicable to the
underlying Common Stock. The Company arranges and guarantees
loans to officers for the purchase of shares under this program.
The number of shares reserved in 1993 for each executive
officer under this program was based on information furnished by
the Committee's consultants regarding the practices of comparable
companies. The Committee also applied salary multiples designed
to increase the size of the awards for those officers with
greater responsibilities and duties. In 1993 each executive
officer purchased the maximum number of shares permitted under
this program. As a result of the Chief Executive Officer's
participation, he was granted 2,700 Restricted Shares and 1,080
performance units in 1993.
Other Benefits. The Company maintains certain broad-based
employee benefit plans in which the executive officers are
generally permitted to participate on terms substantially similar
to those relating to all other participants, subject to certain
legal limitations on the amounts that may be contributed or the
benefits that may be payable thereunder. The Board has
determined to have the Company's matching contribution under the
401(k) Plan invested in Common Stock so as to further align
employees' and shareholders' financial interests. The Company
also maintains the Bonus Plan and ESOP, which serve to further
align employees' and shareholders' interests.
Additionally, the Company makes available to its officers a
supplemental life insurance plan, supplemental benefits under its
medical reimbursement plan, a supplemental retirement plan (which
is described below under "- Pension Plan") and a disability
salary continuation plan.
Ernest Butler, Jr. James B. Gardner Tom S. Lovett
Compensation Committee Interlocks and Insider Participation
As indicated above, the members of the Compensation
Committee are Ernest Butler, Jr., James B. Gardner and Tom S.
Lovett. Mr. Butler is Executive Vice President of Stephens Inc.,
which has provided, and is expected to continue to provide,
investment banking services to the Company from time to time.
Summary of Compensation
The following table sets forth certain information regarding
the compensation of (i) the Company's Chief Executive Officer and
(ii) each of the Company's four most highly compensated executive
officers other than the Chief Executive Officer.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation Awards
No. of
Restricted Securities
Name and Current Annual Compensation Stock Underlying All Other
Principal Position Year Salary Bonus Awards(1) Options Compensation(2)
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 1993 $429,710 $103,130 $178,554 0 $42,554
Chairman of the Board 1992 412,648 123,795 82,545 97,500 40,768
1991 394,482 75,741 75,741 0 39,618
Glen F. Post, III 1993 322,288 77,349 132,229 0 20,366
Vice Chairman of the 1992 302,899 90,870 60,587 75,000 18,150
Board, President and 1991 250,328 48,063 48,063 0 19,326
Board, President and 1991 250,328 48,063 48,063 0 19,326
Chief Executive Officer
W. Bruce Hanks 1993 209,796 69,627 93,051 0 18,589
President- 1992 204,534 61,360 40,899 52,500 16,485
Telecommunications 1991 198,909 38,191 38,191 0 17,637
Services
Jim D. Reppond 1993 202,497 48,599 96,188 0 18,611
President-Telephone 1992 194,632 58,390 38,927 52,500 16,257
Group 1991 187,789 36,055 36,055 0 17,165
Harvey P. Perry 1993 202,496 48,599 92,896 0 18,442
Senior Vice President, 1992 194,632 58,390 38,927 52,500 16,123
Secretary and General 1991 187,789 36,055 36,055 0 17,080
Counsel
(1) Represents for each year shown the number of shares of Restricted
Stock awarded in connection with the Company's annual incentive
bonuses, multiplied by the per share closing price of the Common
Stock on the award date, plus, for 1993 only, the number of
shares of Restricted Stock awarded in connection with the
Company's stock retention program, multiplied by the per share
closing price of the Common Stock on the award date. For
additional information on the terms of the Restricted Stock, see
"Executive Compensation and Related Information - Compensation
Committee Report." At December 31, 1993, the named executive
officers held the following aggregate number of shares of
Restricted Stock with the following year-end values: Mr.
Williams, 18,689 shares ($481,242); Mr. Post, 11,730 shares
($302,048); Mr. Hanks, 9,409 shares ($242,282); Mr. Reppond,
9,073 shares ($233,630); and Mr. Perry, 9,073 shares ($233,630).
These amounts do not reflect awards of Restricted Stock granted
in February 1994 as incentive bonuses for the Company's 1993
performance. Dividends accruing on the shares of Restricted
Stock are paid currently.
(2) Comprised of the Company's (i) matching contributions to the
401(k) Plan, (ii) premium payments under a medical reimbursement
plan that are attributable to benefits in excess of those
provided generally for other employees, (iii) premium payments
for life insurance policies providing death benefits to the
executive officers' beneficiaries (and no other benefit to such
officers), and (iv) contributions pursuant to the Stock Bonus
Plan and ESOP valued as of December 31, 1993, in each case for
and on behalf of the named executive officers as follows:
</TABLE>
<TABLE>
<CAPTION>
Medical Life Stock Bonus
401(k) Plan Plan Insurance Plan and ESOP
Name Year Contributions Premiums Premiums Contributions
<S> <C> <C> <C> <C> <C>
Clarke M. Williams 1993 $ 0 $1,344 $25,923 $15,287
1992 2,182 1,344 23,131 14,111
1991 2,373 1,344 20,721 15,180
Glen F. Post, III 1993 3,164 1,344 571 15,287
1992 2,182 1,344 513 14,111
1991 2,373 1,344 429 15,180
W. Bruce Hanks 1993 3,285 1,344 361 13,599
1992 2,182 1,344 348 12,611
1991 2,373 1,344 332 13,588
Jim D. Reppond 1993 3,323 1,344 818 13,126
1992 2,182 1,344 731 12,000
1991 2,334 1,344 659 12,828
Harvey P. Perry 1993 3,323 1,344 669 13,106
1992 2,182 1,344 597 12,000
1991 2,373 1,344 535 12,828
</TABLE>
Option Exercises and Holdings
The following table sets forth certain information concerning the
exercise of options during 1993 and unexercised options held at
December 31, 1993.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
No. of
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised in-the-Money Options at
on Value Options at December 31, 1993 December 31, 1993
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 0 $0 549,953 77,085 $5,867,642 $314,507
Glen F. Post, III 17,700 374,018 219,358 32,374 1,692,590 132,086
W. Bruce Hanks 2,025 41,563 128,251 21,319 788,224 86,982
Jim D. Reppond 2,025 45,867 113,803 19,543 585,052 79,735
Harvey P. Perry 2,025 42,576 136,303 19,543 965,302 79,735
</TABLE>
Pension Plan
The Company has a Supplemental Executive Retirement Plan (the
"Supplemental Plan") pursuant to which each officer who has completed at
least five years of service is entitled to receive a monthly payment upon
retirement or, under certain circumstances, attainment of age 55. The
following table reflects the annual retirement benefits that a participant
with the indicated years of service and salary level may expect to receive
under the Supplemental Plan assuming retirement at age 65. Early retirement
may be taken at age 55 by any person with 15 or more years of service, with
reduced benefits.
Annual Benefit Payable on Retirement
Years of Service
Salary 15 20 25 30
$150,000 $ 33,750 $ 45,000 $ 56,250 $ 67,500
200,000 45,000 60,000 75,000 90,000
250,000 56,250 75,000 93,750 112,500
300,000 67,500 90,000 112,500 135,000
350,000 78,750 105,000 131,250 157,500
400,000 90,000 120,000 150,000 180,000
450,000 101,250 135,000 168,750 202,500
500,000 112,500 150,000 187,500 225,000
The above table reflects the benefits payable under the
Supplemental Plan assuming such benefits will be paid in the form of a
monthly lifetime annuity and before reductions relating to the receipt
of Social Security benefits as described below. The amount of an
officer's monthly payment under the Supplemental Plan is equal to his
number of years of service (up to a maximum of 30 years) multiplied by
the difference between 1.5% of his average monthly base salary during
the 36-month period within his last ten years of employment in which
he received his highest base salary and 3 1/3% of his estimated
monthly Social Security benefit.
Under the Supplemental Plan, the number of credited years of
service at December 31, 1993 was over 30 years for each of Mr.
Williams and Mr. Reppond, 17 years for Mr. Post, 13 years for Mr.
Hanks and 9 years for Mr. Perry, and the salary upon which benefits
are based is each respective officer's base salary reported under the
"Salary" column in the Summary Compensation Table appearing elsewhere
herein.
Mr. Williams has the option of receiving retirement benefits
under either the Supplemental Plan or under a separate supplemental
retirement plan (the "Other Plan"). Currently, the benefits Mr.
Williams would receive upon retirement under the Supplemental Plan
significantly exceed the benefits he would receive under the Other
Plan. The Company anticipates that this benefit level differential
will continue for the foreseeable future.
Employment Contracts
The Company has agreements with certain executive officers,
including Messrs. Post, Hanks, Reppond and Perry, providing for a
severance payment if such officer is terminated without cause or
resigns under certain specified circumstances within three years
following any change in control of the Company. The severance payment
is equal to three times the officer's annual salary if the Board did
not approve, and one year's salary if the Board did approve, the
change in control. In no event, however, may a severance payment
exceed the amount allowable to the Company as a deduction for federal
tax purposes.
The Company also has an employment agreement with Mr.
Williams providing for, among other things, a minimum annual salary of
$436,800, participation in all of the Company's employee benefit plans
and use of the Company's aircraft. The agreement's initial three-year
term lapses in May 1996 but thereafter continues from year to year,
subject to the right of Mr. Williams or the Company to terminate the
agreement as of the third anniversary or any subsequent anniversary
date. If Mr. Williams is terminated without cause or resigns under
certain specified circumstances, including following any change in
control of the Company, he will be entitled to receive, in addition to
all amounts to which he is entitled pursuant to the Company's
termination policies then in effect, certain severance benefits,
including (i) a lump sum payment equal to three times his annual
compensation, (ii) continued participation in the Company's employee
benefit plans for three years and (iii) continued use of the Company's
aircraft for one year on terms comparable to those previously in
effect. If Mr. Williams terminates his employment following a change
in control of the Company, he will be entitled to receive, in addition
to any other amounts due, amounts sufficient to reimburse him for any
excise or income taxes payable as a result of his receipt of severance
benefits under the agreement.
Performance Graph
The graph below compares the cumulative total shareholder
return on the Common Stock for the last five years with the cumulative
total return on the S&P 500 Index and the Value Line
Telecommunications/Other Majors Index, in each case assuming (i) the
investment of $100 on January 1, 1989 at closing prices on December
31, 1988 and (ii) reinvestment of dividends. The Value Line
Telecommunications/Other Majors Index is prepared by Value Line, Inc.,
consists of 12 telecommunications companies, including the Company,
and is available by contacting Value Line, Inc. directly.
{LINE GRAPH PLOTTED FROM DATA IN TABLE BELOW}
December 31,
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
Century Telephone Enterprises, Inc. $100 $174 $154 $151 $216 $197
S & P 500 Index $100 $132 $128 $166 $179 $197
Value Line Telecommunications/Other
Majors Index $100 $165 $138 $167 $185 $206
Certain Transactions and Filings
The Company paid $406,412 to Boles, Boles & Ryan, a
professional law corporation, for legal services rendered to the
Company in 1993; William R. Boles, Jr., a director of the Company, is
Vice President and a director and practicing attorney with such firm,
which has continued to provide legal services to the Company in 1994.
During 1993, the Company paid $206,000 to a real estate firm
owned by the brother of Harvey P. Perry, the Company's Senior Vice
President, Secretary and General Counsel. In exchange for such
payments (a substantial portion of which were used to compensate
subcontractors and vendors), such firm provided a variety of services
with respect to several of the Company's office sites and over 100 of
its cellular tower sites, including locating and analyzing properties
suitable for acquisition as cellular tower sites, negotiating purchase
terms with the land owners, and subleasing cellular tower space.
Based on its experience with similar firms in other operating regions,
the Company believes it has obtained such services on favorable terms
and intends to continue and perhaps expand its use of such firm in
1994.
The Company's Board of Directors has authorized the Company
to guarantee a $25 million loan from one or more banks to a principal
shareholder of a local exchange telephone company. In connection with
making this guarantee, it is anticipated that the Company would
receive certain first refusal rights to purchase the telephone company
under various specified circumstances, including the borrower's loan
default or death. The father of William R. Boles, Jr., one of
Century's directors, is a director and 23% owner of the bank that is
expected to lend approximately $3.25 million of the $25 million loan
and to organize a syndicate of participating banks to lend the
remainder. Because negotiations are ongoing and the borrower is
assessing all of his options, no assurances can be given as to the
terms, participants, consummation or ultimate outcome of the
transaction.
The Securities Exchange Act of 1934 requires the Company's
executive officers and directors, among others, to file certain
beneficial ownership reports with the SEC. During 1993, Johnny
Hebert, a director of the Company, failed to report on a timely basis
a purchase of shares of common stock by his wife.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick, independent certified public accountants
for the Company for 1993, has been selected by the Board to serve
again in that capacity for 1994. A representative of such firm is
expected to attend the Meeting, will have an opportunity to make a
statement if he or she wishes to do so, and will be available to
respond to appropriate questions.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of the
total voting power of the Voting Shares is necessary to constitute a
quorum to organize the Meeting. If a quorum is present, directors
will be elected by plurality vote.
A proxy may be revoked at any time before it is exercised by
filing with the Company's Secretary a written revocation or a duly
executed proxy bearing a later date, or by attending the Meeting and
voting in person. Because directors are elected by plurality vote,
withholding authority to vote in such election will not affect whether
the proposed nominees named herein are elected.
Under the rules of the New York Stock Exchange, brokers who
hold shares in street name for customers have the authority to vote on
certain items, including the election of directors, when they have not
received voting instructions from beneficial owners. Although any
shares subject to such brokers' voting rights will be counted for
purposes of constituting a quorum to organize the Meeting, any failure
by brokers to exercise these voting rights will not affect the outcome
of the election of directors.
Management is unaware of any matter for action by
shareholders at the Meeting other than the election of directors. The
enclosed proxy, however, will confer discretionary authority with
respect to any other matter that may properly come before the Meeting.
It is the intention of the persons named therein to vote in accordance
with their best judgment on any such matter.
Shareholder Proposals
Shareholder proposals intended to be presented at the 1995
annual shareholders' meeting must be received by the Company on or
before November 16, 1994, in order to be considered for inclusion in
the Company's proxy materials relating thereto.
By Order of the Board of Directors
/s/ Harvey P. Perry
Secretary
Dated: March 18, 1994
{FRONT}
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams
or Glen F. Post, III, or either of them, proxies for the undersigned,
with full power of substitution, to represent the undersigned and to
cast the number of votes attributable to all of the shares of common
stock and voting preferred stock (collectively, the "Voting Shares")
of Century Telephone Enterprises, Inc. (the "Company") that the
undersigned is entitled to vote at the annual meeting of shareholders
of the Company to be held on April 28, 1994, and at any and all
adjournments thereof (the "Annual Meeting").
1. To elect four Class III Directors.
FOR / / all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY / / to vote for all nominees listed below
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name
in the list below:
Calvin Czeschin Harvey P. Perry
F. Earl Hogan Jim D. Rippond
2. In their discretion to vote upon such other business as may
properly come before the Annual Meeting.
(Please See Reverse Side)
{BACK}
The Board of Directors recommends that you vote FOR the nominees.
This Proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE
GIVEN, ALL OF THE VOTES ATTRIBUTABLE TO YOUR VOTING SHARES WILL BE
VOTED FOR THE NOMINEES.
DATE NAME (PLEASE PRINT)
SIGNATURE
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized persons.
{FRONT}
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams
or Glen F. Post, III, or either of them, proxies for the undersigned,
with full power of substitution, to represent the undersigned and to
cast the number of votes attributable to all of the shares of common
stock and voting preferred stock (collectively, the "Voting Shares")
of Century Telephone Enterprises, Inc. (the "Company") that the
undersigned is entitled to vote at the annual meeting of shareholders
of the Company to be held on April 28, 1994, and at any and all
adjournments thereof (the "Annual Meeting").
1. To elect four Class III Directors.
FOR / / all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY / / to vote for all nominees listed below
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name
in the list below:
Calvin Czeschin Harvey P. Perry
F. Earl Hogan Jim D. Rippond
2. In their discretion to vote upon such other business as may
properly come before the Annual Meeting.
(Please See Reverse Side)
{BACK}
The Board of Directors recommends that you vote FOR the nominees.
This Proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE
GIVEN, ALL OF THE VOTES ATTRIBUTABLE TO YOUR VOTING SHARES WILL BE
VOTED FOR THE NOMINEES.
LONG-TERM SHARES SHORT-TERM SHARES TOTAL VOTES
(10 votes per share) (1 vote per share)
DIVIDEND REINVESTMENT
VOTING SHARES
ALL OTHER VOTING SHARES
GRAND TOTAL OF YOUR VOTES
DATE NAME (PLEASE PRINT)
SIGNATURE
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized persons.
