As filed with the Securities and Exchange Commission on May 31, 1994
Registration No. 33-48956
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 4
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Century Telephone Enterprises, Inc.
(Exact name of Registrant as specified in its charter)
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<C> <C> <C>
Louisiana 4813 72-0651161
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of incorporation Classification Code Number) Identification Number)
or organization)
100 Century Park Drive
Monroe, Louisiana 71203
(318) 388-9500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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<TABLE>
<C> <C>
HARVEY P. PERRY, ESQ. Copy to:
Senior Vice President, General Counsel KENNETH J. NAJDER, ESQ.
and Secretary Jones, Walker, Waechter,
Century Telephone Enterprises, Inc. Poitevent, Carrere & Denegre, L.L.P.
100 Century Park Drive 201 St. Charles Avenue, 51st Floor
Monroe, Louisiana 71203 New Orleans, Louisiana 70170-5100
(318) 388-9500 (504) 582-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Post-Effective Amendment.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, please check the following box. [X]
If any of the securities being registered on this form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, please check the following box. [ ]
This Post-Effective Amendment shall become effective in accordance with
Section 8(c) of the Securities Act of 1933 on such date as the Commission,
acting pursuant to Section 8(c), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein also relates to the 750,000 shares of Registrant's Common
Stock (and accompanying Preferred Stock Purchase Rights) registered pursuant
to its Registration Statement on Form S-4 (Registration No. 33-39196), of
which 52,560 shares remain unissued.
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
Cross Reference Sheet
Between
Items of Form S-4 and Location in Prospectus
Item in Form S-4 Location in Prospectus
________________ ______________________
1. Forepart of the
Registration Statement and
Outside Front Cover Page
of Prospectus . . . . . . . . . . . Facing Page; Cross Reference
Sheet; Outside Front Cover Page
2. Inside Front and Outside
Back Cover Pages of
Prospectus. . . . . . . . . . . . . Inside Front and Outside
Back Cover Pages
3. Risk Factors, Ratio of
Earnings to Fixed Charges
and Other Information . . . . . . . The Company; Investment
Considerations; Selected
Financial Data;
Incorporation of Certain
Documents by Reference
4. Terms of the Transaction. . . . . . *
5. Pro Forma Financial
Information . . . . . . . . . . . . *
6. Material Contracts with
the Company Being
Acquired. . . . . . . . . . . . . . *
7. Additional Information
Required for Reoffering by
Persons and Parties Deemed
to be Underwriters. . . . . . . . . *
8. Interests of Named Experts
and Counsel . . . . . . . . . . . . Legal Matters; Experts
9. Disclosure of Commission
Position on
Indemnification for
Securities Act
Liabilities . . . . . . . . . . . . *
10. Information with Respect
to S-3 Registrants. . . . . . . . . The Company
11. Incorporation of Certain
Information by Reference. . . . . . Incorporation of Certain
Documents by Reference
12. Information with Respect
to S-2 or S-3 Registrants . . . . . *
13. Incorporation of Certain
Information by Reference. . . . . . *
14. Information with Respect
to Registrants Other Than
S-2 or S-3 Registrants. . . . . . . *
15. Information with Respect
to S-3 Companies. . . . . . . . . . *
16. Information with Respect
to S-2 or S-3 Companies . . . . . . *
17. Information with Respect
to Companies Other Than
S-3 or S-2 Companies. . . . . . . . *
18. Information if Proxies,
Consents or Authorizations
are to be Solicited . . . . . . . . *
19. Information if Proxies,
Consents or Authorizations
are not to be Solicited in
an Exchange Offer . . . . . . . . . *
P R O S P E C T U S
Subject to Completion, Dated May 31, 1994
CENTURY TELEPHONE ENTERPRISES, INC.
125,000 Shares of Preferred Stock
(Issuable in Series; $25.00 Par Value)
1,177,560 Shares of Common Stock
($1.00 Par Value)
___________________
Century Telephone Enterprises, Inc. ("Century") has registered
shares of its Preferred Stock, $25.00 par value per share, issuable
in series ("Preferred Stock"), and shares of its Common Stock, $1.00
par value per share ("Common Stock"), and accompanying Preferred Stock
Purchase Rights, each of which may be offered by this Prospectus from
time to time in connection with the acquisition of businesses or
properties. See "The Offering."
The shares of Preferred Stock and Common Stock that may be offered
by this Prospectus will ordinarily be issued as consideration paid by
Century upon the acquisition of businesses or properties or may relate
to shares of Common Stock issuable upon conversion or exchange of
shares of Preferred Stock previously sold hereunder. The terms of
such acquisitions, including the designations, powers, preferences,
rights and qualifications of any Preferred Stock issued in connection
therewith and the terms and conditions of any other consideration paid
by Century, generally will be determined by direct negotiations with
the owners of the businesses or assets to be acquired and generally
will not involve the payment of underwriting fees or discounts, except
that finders fees may be paid to persons from time to time in
connection with such acquisitions. It is anticipated that shares of
Common Stock issued in connection with any such acquisition will be
valued at a price reasonably related to the current market value of
the Common Stock at the time the terms of the acquisition are agreed
upon, at or about the time of closing, or during the period prior to
delivery of the shares. See "The Offering."
This Prospectus, as appropriately amended or supplemented, has also
been prepared for use by certain persons who receive shares issued by
Century in connection with acquisitions, including shares offered
hereunder or received upon the exercise of conversion or exchange
rights granted to the holders of Preferred Stock or other securities
of Century issued in connection with acquisitions, and who are
permitted in writing by Century to use this Prospectus to offer and
sell such shares, on terms then available, in transactions in which
they might otherwise be deemed underwriters within the meaning of the
Securities Act of 1933. Any profits realized on such sales by such
persons may be regarded as underwriting compensation. See "The
Offering."
The Common Stock is traded on the New York Stock Exchange under the
symbol "CTL." No trading market has developed for the Preferred
Stock, nor is it likely that one will develop in the foreseeable
future.
Subject to certain exceptions, each outstanding share of Common
Stock and voting Preferred Stock entitles the holder to one vote
unless it has been beneficially owned by the same person or entity
continuously since May 30, 1987, in which case it generally entitles
the holder to ten votes per share until transfer. A Preferred Stock
Purchase Right is attached to and trades with each share of Common
Stock. See "Summary Description of Securities."
See "Investment Considerations" for a discussion of certain factors
that prospective investors should consider.
Unless the context otherwise requires, all references to Century
will include Century and its subsidiaries.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES 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 _____________, 1994.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been declared
effective by the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time
that post-effective amendment no. 4 to the registration statement
becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
<PAGE>
AVAILABLE INFORMATION
Century is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed
by Century with the Commission pursuant to the informational
requirements of the Exchange Act may 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 regional
offices of the Commission at the following locations: 7 World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511. Copies of such
material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is listed on the New York Stock
Exchange and Century's reports, proxy statements and other information
may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
In addition to the information contained in this Prospectus,
further information regarding Century and the Preferred Stock and
Century Stock offered hereby is contained in the registration
statements on Form S-4 filed in connection with this offering, which
may be inspected and copied at the Commission's principal office in
Washington, D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which Century has filed with the
Commission pursuant to the Exchange Act, are incorporated herein by
reference:
(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, 1994,
February 10, 1994 and April 22, 1994.
(d) The description of Common Stock set forth in Century's
Registration Statement filed under the Exchange Act (File No. 1-7784),
as modified by Century's Current Report on Form 8-K dated June 12,
1991.
All reports filed by Century with the Commission pursuant to
Sections 13(a), 13(c) or 14 of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
securities offered hereby shall, except to the extent otherwise
provided by Regulation S-K or any other rule or regulation promulgated
by the Commission, be deemed to be incorporated by reference herein
and to be made a part hereof from their respective dates of filing.
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 or deemed to be incorporated by reference shall
be deemed to be modified or superseded to the extent that a statement
contained herein or 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.
Century will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any of the documents
incorporated herein by reference, other than the exhibits thereto,
unless such exhibits are specifically incorporated by reference in
such documents. Requests for such copies should be directed to Harvey
P. Perry, Senior Vice President, General Counsel and Secretary,
Century Telephone Enterprises, Inc., 100 Century Park Drive, Monroe,
Louisiana 71203, telephone: (318) 388-9500. In order to insure
timely delivery of these documents, any request should be made at
least five business days prior to the date on which a final investment
decision is to be made.
__________
When used herein, the term "pops" means the population of a
licensed cellular telephone market multiplied by Century's
proportionate equity interest in the licensed operator thereof.
THE COMPANY
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 communications
subsidiaries provide cellular mobile telephone and paging services.
Century is incorporated in Louisiana; its principal executive offices
are located at 100 Century Park Drive, Monroe, Louisiana 71203 and its
telephone number is (318) 388-9500.
According to published sources, Century is the 15th largest local
exchange carrier in the United States, based on the approximately
434,000 access lines served at December 31, 1993. At December 31,
1993, 93% of Century's access lines were serviced by digital switching
technology, which allows Century to offer additional services to its
customers, including call forwarding, conference calling, caller
identification, selective call ringing and call waiting.
According to published sources, Century is the 15th largest
operator of cellular telephone systems in the United States, based on
the population of its majority-owned and operated markets. Century's
business strategy for its cellular operations is to secure operating
control of service areas that are geographically clustered. Clustered
cellular systems aid Century's marketing efforts and provide various
operating and service advantages.
Century's general strategy has been to provide diversified
telecommunications services and to achieve growth largely through the
acquisition of profitable telecommunications companies. Century is
continually evaluating the possibility of acquiring additional
telephone access lines and cellular interests. Although Century's
primary focus will be on acquiring telephone and cellular interests
that are proximate to Century's properties or that serve a customer
base large enough for Century to operate efficiently, other
communications interests may also be acquired.
INVESTMENT CONSIDERATIONS
Prospective investors should consider the following investment
considerations in evaluating Century and its businesses before
acquiring the securities offered by this Prospectus.
Regulatory, Competitive and Technological Uncertainty - Cellular
Operations. The Federal Communications Commission (the "FCC") and
various state public utility commissions that have jurisdiction over
Century's cellular operations regulate the licensing, construction,
operation, interconnection arrangements, sale and acquisition of
cellular telephone systems and certain state public utility
commissions also regulate certain aspects of pricing by cellular
operators. Changes in the regulation of cellular operators (such as
price regulation by the FCC or increased price regulation by state
authorities, or a decision by the FCC to grant additional licenses in
each cellular market) could have a material adverse effect on Century.
Century faces significant competition from the other cellular
licensee in each of its markets, from resale carriers within such
markets and from other communications technologies that now exist,
including specialized mobile radio systems (which Century believes are
operating in a majority of its markets) and paging services, and may
in the future face competition from other technologies that may be
developed or perfected. Several recent FCC initiatives have resulted
in the allocation of additional frequency spectrum or the issuance of
experimental licenses for mobile communications technologies that will
or may be competitive with cellular, including personal communication
services (for which the FCC intends to begin auctioning operating
licenses in 1994) and mobile satellite services. In addition, the FCC
has authorized certain specialized mobile radio service licensees to
configure their systems so as to operate in a manner similar to
cellular systems, and certain of these licensees recently announced
their intention to create a nationwide mobile communications system
to compete with cellular systems. These initiatives as well as other
continuing technological advances in the communications and wireless
data industries, coupled with legislative and regulatory uncertainty,
make it impossible to predict the extent of future competition to
cellular systems.
Regulatory, Competitive and Technological Uncertainty - Telephone
Operations. The FCC and various state public utility commissions
regulate significant portions of the business of local exchange
carriers ("LECs"), including the licensing, construction, operation,
sale and acquisition of LECs. The FCC and substantially all of the
state public utility commissions having jurisdiction over Century's
telephone operations regulate the rates and authorized rates of return
that Century's LECs are allowed to earn. The FCC and a limited number
of state regulatory commissions have begun to relax the regulation of
LECs, including their rates and authorized rates of return.
Coincident with this movement toward reduced regulation is the
introduction and encouragement of local exchange competition by the
FCC and various state public utility commissions, along with the
emergence of certain companies providing competitive access and other
services that compete with LEC's services and the announcement by
certain well-established interexchange carriers of their desire to
enter the LEC business. In addition, several bills have been filed
in the U.S. Congress that have the potential to significantly alter
the regulatory framework of telephone companies. Moreover, the FCC
and certain state public utility commissions have explored or
implemented initiatives to reduce the funding of certain support
mechanisms that have traditionally benefitted several of Century's
LECs. There is no assurance that these initiatives will not have a
material adverse effect on Century.
In connection with the well-publicized convergence of
telecommunications, cable, video, computer and other technologies,
several large companies have recently announced plans to offer
products that would significantly enhance current communications and
data transmission services and, in some instances, introduce new two-
way video, entertainment, data, consumer and other multimedia
services. No assurance can be given that Century will have the
resources to offer these products or services, or that the offering
of these products or services by others will not have a material
adverse effect on Century. Moreover, as the mobile communications
industry matures, Century anticipates that existing and emerging
mobile communications technologies will increasingly compete with
traditional LEC services.
Developing Cellular Industry. The cellular industry has a
relatively limited operating history, and there continues to be
uncertainty regarding its future. Among other factors, there is
uncertainty regarding (i) the continued growth in the number of
customers, (ii) the usage and pricing of cellular services,
particularly as market penetration increases and lower-usage customers
subscribe for service, (iii) the number of customers who will
terminate service each month, and (iv) the impact of changes in
technology, regulation and competition (as described further above).
Value Associated with Cellular Operations. Century's management
believes that a significant portion of the aggregate market value of
the Common Stock is represented by the current market value of
Century's cellular interests. There can be no assurance that the
market value of Century's cellular interests will remain at its
current level. Management believes that decreases in the market value
of such interests could materially decrease the trading price of the
Common Stock.
The market value of cellular interests is frequently determined on
the basis of the number of pops controlled by a cellular provider.
The population of a particular cellular market, however, does not
necessarily bear a direct relationship to the number of subscribers
or the revenues that may be realized from the operation of the related
cellular system. The future market value of Century's cellular
interests will depend on, among other things, the success of its
cellular operations.
SELECTED OPERATING AND FINANCIAL DATA
The following table presents certain selected consolidated
operating and financial data for Century as of and for each of the
years ended in the five-year period ended December 31, 1993 and as of
March 31, 1994 and for the three-month periods ended March 31, 1993
and 1994. The data, except for the selected operating data, for each
of the years in the five-year period ended December 31, 1993 are
derived from Century's consolidated financial statements, which have
been audited by KPMG Peat Marwick, independent certified public
accountants. The consolidated financial statements as of December 31,
1992 and 1993 and for each of the years in the three-year period ended
December 31, 1993 and the audit report thereon, which refers to
changes in methods of accounting for income taxes and post-retirement
benefits other than pensions in 1992, are incorporated by reference
herein. The unaudited financial information as of March 31, 1994 and
for the three-month periods ended March 31, 1993 and 1994 has not been
audited by independent public accountants; however, in the opinion of
Century's management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the results of
operations for the three-month periods have been included therein.
The results of operations for the first three months of 1994 are not
necessarily indicative of the results of operations which might be
expected for the entire year.
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<CAPTION>
December 31,
___________________________________________________________ March 31,
1989 1990 1991 1992 1993 1994
____ ____ ____ ____ ____ _________
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Selected Operating Data:
Telephone access lines........... 296,034 304,915 314,819 397,300 434,691 441,289
Cellular units in service
in majority owned and
operated markets............... 23,199 35,815 51,083 73,084 116,484 160,283
Cellular pops.................... 4,821,000 5,002,000 5,437,000 5,497,000 5,947,000 7,126,000
</TABLE>
<TABLE>
<CAPTION> Three Months
Ended
Year Ended December 31, March 31,
___________________________________________________________ __________________
1989 1990 1991 1992 1993 1993 1994
____ ____ ____ ____ ____ ____ ____
(In thousands, except per share amounts)
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Selected Income Statement Data:
Revenues:
Telephone...................... $190,538 $215,771 $235,796 $297,510 $348,485 $ 78,951 $ 91,770
Mobile Communications.......... 24,852 34,594 46,731 62,092 84,712 17,874 29,210
________ ________ ________ ________ ________ ________ ________
Total revenues............... $215,390 $250,365 282,527 359,602 433,197 96,825 120,980
======== ======== ======== ======== ======== ======== ========
Operating income (loss):
Telephone...................... $ 61,153 $ 70,654 $ 80,039 $103,672 $114,902 $ 25,800 $ 30,890
Mobile Communications.......... (13,970) (9,553) (4,952) 5,956 9,906 2,467 4,996
________ ________ ________ ________ ________ ________ ________
Total operating income....... 47,183 61,101 75,087 109,628 124,808 28,267 35,886
Gain on sales of assets.......... --- 4,094 --- 3,985 1,661 1,661 ---
Interest expense................. (22,417) (24,132) (22,504) (27,166) (30,149) (6,912) (8,502)
Earnings (loss) from unconsolidated
cellular partnerships........... 117 (68) 697 1,692 6,626 372 2,564
Other income, net................ 8,021 7,499 4,209 4,433 3,310 947 191
________ ________ ________ ________ ________ ________ ________
Income before income taxes and
cumulative effect of changes
in accounting principles....... 32,904 48,494 57,489 92,572 106,256 24,335 30,139
Income taxes..................... (10,740) (17,396) (20,070) (32,599) (37,252) (8,595) (10,938)
________ ________ ________ ________ ________ ________ ________
Income before cummulative
effective of changes in
accounting principles.......... 22,164 31,098 37,419 59,973 69,004 15,740 19,201
Cumulative effect of changes
in accounting principles....... --- --- --- (15,668) --- --- ---
________ ________ ________ ________ ________ ________ ________
Net income................... $ 22,164 $ 31,098 $ 37,419 $ 44,305 $ 69,004 $ 15,740 $ 19,201
======== ======== ======== ======== ======== ======== ========
Primary earnings per share:
Primary earnings per share before
cumulative effect of changes
in accounting principles..... $ 0.49 $ 0.66 $ 0.79 $ 1.23 $ 1.35 $ 0.32 $ 0.36
Cumulative effect of changes
in accounting principles..... --- --- --- (0.32) --- --- ---
________ ________ ________ ________ ________ ________ ________
Primary earnings per share....... $ 0.49 $ 0.66 $ 0.79 $ 0.91 $ 1.35 $ 0.32 $ 0.36
======== ======== ======== ======== ======== ======== ========
Fully diluted earnings per share:
Fully diluted earnings per
share before cumulative
effect of changes in
accounting principles........ $ 0.49 $ 0.66 $ 0.79 $ 1.22 $ 1.32 $ 0.31 $ 0.35
Cumulative effect of changes
in accounting principles..... --- --- --- (0.31) --- --- ---
________ ________ ________ ________ ________ ________ ________
Fully diluted earnings per share. $ 0.49 $ 0.66 $ 0.79 $ 0.91 $ 1.32 $ 0.31 $ 0.35
======== ======== ======== ======== ======== ======== ========
Dividends per common share....... $ .272 $ .280 $ .287 $ .293 $ .310 $ .078 $ .080
======== ======== ======== ======== ======== ======== ========
Common shares for computing
primary earnings per share..... 44,400 46,809 47,305 48,500 51,206 49,658 52,817
======== ======== ======== ======== ======== ======== ========
Common shares for computing
fully diluted earnings per
share.......................... 44,540 46,944 47,432 52,814 55,892 54,460 57,478
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, March 31,
__________________________________________________________ ______________
1989 1990 1991 1992 1993 1994
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Net property, plant and
equipment...................... $ 474,158 $ 490,957 $ 534,998 $ 675,878 $ 827,776 $ 871,205
Excess cost of net assets
acquired, net.................. 109,197 110,013 114,258 217,688 297,158 440,209
Total assets..................... 691,569 706,411 764,539 1,040,487 1,319,390 1,518,599
Long-term debt................... 257,708 230,715 254,753 391,944 460,933 639,971
Stockholders' equity............. 256,530 280,915 319,977 385,449 513,768 579,398
</TABLE>
THE OFFERING
Century has filed a registration statement on Form S-4
(Registration No. 33-48956) to register 200,000 shares of its
Preferred Stock, of which 125,000 shares remain unissued, and
1,125,000 shares of its Common Stock (and accompanying Preferred Stock
Purchase Rights), all of which remain unissued, which may be offered
by this Prospectus from time to time in connection with the
acquisition of businesses or properties. This Prospectus also relates
to the 750,000 shares of Common Stock registered pursuant to Century's
registration statement on Form S-4 (Registration No. 33-39196), of
which 52,560 shares remain unissued. In the event of a stock split,
stock dividend or similar transaction, the number of shares offered
by this Prospectus will be automatically adjusted to reflect such
transaction.
The shares of Preferred Stock and Common Stock that may be offered
by this Prospectus will ordinarily be issued as consideration paid by
Century upon the acquisition of businesses or properties or may relate
to shares of Common Stock issuable upon conversion or exchange of
shares of Preferred Stock previously sold hereunder. The terms of
such acquisitions, including the designations, powers, preferences,
rights and qualifications of any Preferred Stock issued in connection
therewith and the terms and conditions of any other consideration paid
by Century, generally will be determined by direct negotiations with
the owners of the businesses or assets to be acquired and generally
will not involve the payment of underwriting fees or discounts, except
that finders fees may be paid to persons from time to time in
connection with such acquisitions. It is anticipated that shares of
Common Stock issued in connection with any such acquisition will be
valued at a price reasonably related to the current market value of
the Common Stock at the time the terms of the acquisition are agreed
upon, at or about the time of closing, or during the period prior to
delivery of the shares. Other than the businesses or properties
acquired, there will be no proceeds to Century from these offerings.
The consideration offered by Century in connection with
acquisitions of other businesses or properties, in addition to the
securities offered hereby, may include cash, debt, other securities
(which may be convertible into shares of stock offered hereby), or the
assumption by Century of liabilities of the business being acquired,
or a combination thereof.
This Prospectus, as appropriately amended or supplemented as
required by the Securities Act of 1933, has also been prepared for use
by certain persons who receive shares issued by Century in
acquisitions, including the shares offered hereunder or received upon
the exercise of conversion or exchange rights granted to the holders
of Preferred Stock or other securities of Century issued in connection
with acquisitions, and who are permitted in writing by Century to use
this Prospectus to offer and sell such shares, on terms then
available, in transactions in which they might otherwise be deemed
underwriters within the meaning of the Securities Act of 1933 (such
persons being referred to under this caption as "Shareholders"). The
written agreement with any Shareholders permitted to use this
Prospectus may provide, among other things, that Century receive prior
notice of the use of this Prospectus, that any such offering be
effected in an orderly manner through securities dealers, acting as
brokers or dealers, selected by Century, that such Shareholders enter
into custody agreements with one or more banks with respect to such
shares, or that sales be made only by one or more of the methods
described in such agreements.
When resales are to be made through a broker or dealer selected by
Century, it is anticipated that a member of the New York Stock
Exchange may be engaged to act as the Shareholder's agent in
connection with the sale. The commission paid to the member firm is
expected to be the normal stock exchange commission, including
negotiated commissions to the extent permissible. Sales of shares by
the member firm may be made on the New York Stock Exchange or other
exchange from time to time at prices related to prices then
prevailing. Any such sales may be by block trade. Any such member
firm may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, and any commissions earned by such member firm
may be deemed to be underwriting discounts and commissions under such
act. A supplement to this Prospectus, if required, will be filed with
the Commission under the Securities Act of 1933 that discloses certain
information relating to the resale.
SUMMARY DESCRIPTION OF SECURITIES
Century's authorized capital stock consists of 100,000,000 shares
of common stock, of which 53,353,033 shares were outstanding as of
March 31, 1994, and 2,000,000 shares of preferred stock, of which
93,162 shares were outstanding as of March 31, 1994. Each share of
the Common Stock has attached to it one Preferred Stock Purchase
Right. The following descriptions of the Common Stock, the Preferred
Stock and the Preferred Stock Purchase Rights are qualified in their
entirety by reference to the relevant provisions of (i) the Louisiana
Business Corporation Law ("LBCL"), (ii) the Articles of Incorporation
of Century (the "Century Articles"), (iii) the Bylaws of Century (the
"Century Bylaws"), and (iv) Century's Registration Statement filed
under the Exchange Act, as modified by its Current Report on Form 8-K
dated June 12, 1991, which has been incorporated herein by reference.
See "Incorporation of Certain Documents by Reference."
Common Stock
Under the Century Articles, each share of the Common Stock that has
been beneficially owned by the same person continuously since May 30,
1987 generally entitles the holder thereof to ten votes on all matters
duly submitted to a vote of shareholders. Otherwise, each share
entitles the holder thereof to one vote per share, subject to
Century's right to issue ten-vote shares in connection with business
combinations to the extent necessary for such transactions to be
accounted for as poolings of interests (which right may only be
exercised if certain conditions are met). Holders of Common Stock do
not have cumulative voting rights. As a result, the holders of more
than 50% of the voting power may elect all of the directors if they
so desire. As of March 8, 1994, the trustee for two of Century's
employee benefit plans was the record holder of Common Stock having
approximately 39% of the total voting power of all classes of
Century's capital stock. The trustee votes these shares in accordance
with the instructions of Century's employees. Except as set forth
below under "- Preferred Stock Purchase Rights," holders of Common
Stock do not have the right to subscribe to any additional capital
stock that may be issued by Century.
Preferred Stock
Under the Century Articles, Century's Board of Directors is
authorized, without shareholder action, to issue Preferred Stock from
time to time and to establish the designations, preferences and
relative, optional or other special rights and qualifications,
limitations and restrictions thereof, as well as to establish and fix
variations in the relative rights as between holders of any one or
more series thereof. The authority of Century's Board of Directors
includes, but is not limited to, the determination or establishment
of the following with respect to each series of Preferred Stock that
may be issued: (i) the designation of such series, (ii) the number of
shares initially constituting such series, (iii) the dividend rate and
conditions and the dividend and other preferences, if any, in respect
of Common Stock or among the series of Preferred Stock, (iv) whether,
and upon what terms, the Preferred Stock would be convertible into or
exchangeable for other securities of Century, (v) whether, and to what
extent, holders of Preferred Stock will have voting rights, and (vi)
the restrictions, if any, that are to apply on the issue or reissue
of any additional shares of Preferred Stock.
As of March 31, 1994, 93,162 shares of certain series of Preferred
Stock were outstanding. At such time, such shares were convertible
into a total of approximately 195,726 shares of Common Stock, and
4,260 of such shares were immediately redeemable at the option of the
Board of Directors. Each holder of the currently outstanding
Preferred Stock is entitled to receive cumulative dividends prior to
the distribution or declaration of dividends in respect of the Common
Stock and is entitled to vote as a single class with the Common Stock.
As with the Common Stock, each share of Preferred Stock that has been
beneficially owned by the same person continuously since May 30, 1987
generally entitles the holder to ten votes on all matters duly
submitted to a vote of shareholders. For more information on the
voting rights of holders of voting preferred stock, see "- Common
Stock." Upon the dissolution, liquidation or winding up of Century,
the holders of the currently outstanding Preferred Stock are entitled
to receive, pro rata with all other such holders, a per share amount
equal to $25.00 plus any unpaid and accumulated dividends thereon.
No trading market has developed for the Preferred Stock, nor is it
likely that one will develop in the foreseeable future.
Preferred Stock Purchase Rights
Subject to certain exceptions, the Amended and Restated Rights
Agreement of Century dated as of November 17, 1986 provides that if,
among other things, any person or group of affiliated or associated
persons (an "Acquiring Person") acquires or obtains the right to
acquire beneficial ownership of 15% or more of the outstanding shares
of Common Stock, then proper provision will be made so that each
holder of record of a Preferred Stock Purchase Right, other than
Preferred Stock Purchase Rights beneficially owned by an Acquiring
Person (which will become void), will thereafter be entitled to
receive, upon payment of the purchase price set forth in such Rights
Agreement, that number of shares of Common Stock having a market value
at the time of the transaction equal to two times such purchase price.
LEGAL MATTERS
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New
Orleans, Louisiana, special counsel to Century, has rendered its
opinion to Century that under the Business Corporation Law of
Louisiana the securities offered hereby have been duly authorized and
that when issued pursuant to the terms described herein will be
validly issued, fully paid and nonassessable.
EXPERTS
The consolidated financial statements and related financial
statement schedules of Century as of December 31, 1993 and 1992, and
for each of the years in the three-year period ended December 31,
1993, included in Century's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, incorporated by reference herein, have
been incorporated by reference in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, which is also
incorporated by reference herein, and upon the authority of such firm
as experts in accounting and auditing. The report of KPMG Peat
Marwick covering the consolidated financial statements and related
financial statement schedules refers to changes in methods of
accounting for income taxes and post-retirement benefits other than
pensions in 1992.
<PAGE>
=========================================== ================================
No person is authorized to
give any information or to make
any representations other than
those contained or incorporated
by reference in this Prospectus
in connection with the offer
contained in this Prospectus, CENTURY
and if given or made, any such TELEPHONE
information or representation ENTERPRISES,
must not be relied upon as hav- INC.
ing been authorized by Century.
This Prospectus does not con-
stitute an offer to sell or a
solicitation of an offer to buy
securities in any state or oth-
er jurisdiction where, or to ____________
any person to whom, it is un-
lawful to make such an offer or
solicitation. Neither the de- PROSPECTUS
livery 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 here-
of.
____________
____________ Preferred Stock
(Issuable in Series --
TABLE OF CONTENTS $25.00 Par Value)
Page ____________
Available Information. . . . . . . . . . . 1
Incorporation of Certain
Documents by Reference . . . . . . . . . 1
The Company. . . . . . . . . . . . . . . . 2
Investment Considerations. . . . . . . . . 2
Selected Operating and Finan-
cial Data. . . . . . . . . . . . . . . . . 3
The Offering . . . . . . . . . . . . . . . 5 ____________
Summary Description of Securi-
ties . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . 7 Common Stock
Experts. . . . . . . . . . . . . . . . . . 7 ($1.00 par value)
____________
________________ _______________, 1994
=========================================== ================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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 bylaws (the "Indemnifica-
tion Bylaw") provides for mandatory indemnification for current and
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 full 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 Bylaw ("Indemnification Contracts"). The
right to indemnification provided by each Indemnification Contract
applies to all covered claims, whether such claims arose before or
after the effective date of the contract.
Century maintains an insurance policy covering the liability
of its directors and officers for actions taken in their corporate
capacities. 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 thereunder.
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.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits to this registration statement are listed in the
exhibit index, which appears elsewhere herein and is incorporated
herein by reference.
(b) Financial Statement Schedules
Century's Financial Statement Schedules included in Century's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 are incorporated herein by reference.
Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registra-
tion statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this regis-
tration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggre-
gate, represent a fundamental change in the information
set forth in this registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously dis-
closed in this registration statement or any material
change to such information in this registration state-
ment;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) immediately preceding do not apply if the
registration statement is on Form S-3 or Form S-8, and if
the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securi-
ties offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that prior
to any public reoffering of the securities registered hereunder
through use of a prospectus that is a part of this registration
statement, by any person or party that is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The registrant undertakes that any prospectus (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(iii) of the
Securities Act of 1933 and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment
to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant 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. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnifi-
cation by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
(f) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of this registration statement
through the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was
not the subject of and included in the registration statement when it
became effective, except where the transaction in which the securities
being offered pursuant to this registration statement would itself
qualify for an exemption from Section 5 of the Securities Act of 1933,
absence the existence of other similar (prior or subsequent) transac-
tions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No. 4 to
the Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Monroe, State of
Louisiana, on May 31, 1994.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Harvey P. Perry
Harvey P. Perry
Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
* Chairman of the Board May 31, 1994
Clarke M. Williams of Directors
* President, Chief May 31, 1994
Glen F. Post, III Executive Officer and
Vice Chairman of the
Board of Directors
* Senior Vice President and May 31, 1994
R. Stewart Ewing, Jr. Chief Financial Officer
(Principal Financial Officer)
* Controller May 31, 1994
Murray H. Greer (Principal Accounting Officer)
/s/ W. Bruce Hanks President-Telecommunications Services May 31, 1994
W. Bruce Hanks and Director
/s/ Harvey P. Perry Senior Vice President, Secretary, May 31, 1994
Harvey P. Perry General Counsel and Director
* President-Telephone Group May 31, 1994
Jim D. Reppond and Director
/s/ William R. Boles, Jr. Director May 31, 1994
William R. Boles, Jr.
* Director May 31, 1994
Ernest Butler, Jr.
* Director May 31, 1994
Calvin Czeschin
* Director May 31, 1994
James B. Gardner
* Director May 31, 1994
R. L. Hargrove, Jr.
* Director May 31, 1994
Johnny Hebert
* Director May 31, 1994
F. Earl Hogan
* Director May 31, 1994
Tom S. Lovett
* Director May 31, 1994
C. G. Melville
*By: /s/ Harvey P. Perry May 31, 1994
Harvey P. Perry
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 4 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monroe, State of Louisiana,
on May 31, 1994.
CENTURY TELEPHONE ENTERPRISES, INC.
By:
Harvey P. Perry
Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
* Chairman of the Board May 31, 1994
Clarke M. Williams of Directors
* President, Chief May 31, 1994
Glen F. Post, III Executive Officer and
Vice Chairman of the
Board of Directors
* Senior Vice President and May 31, 1994
R. Stewart Ewing, Jr. Chief Financial Officer
(Principal Financial Officer)
* Controller May 31, 1994
Murray H. Greer (Principal Accounting Officer)
President-Telecommunications Services May 31, 1994
W. Bruce Hanks and Director
Senior Vice President, Secretary, May 31, 1994
Harvey P. Perry General Counsel and Director
* President-Telephone Group May 31, 1994
Jim D. Reppond and Director
Director May 31, 1994
William R. Boles, Jr.
* Director May 31, 1994
Ernest Butler, Jr.
* Director May 31, 1994
Calvin Czeschin
* Director May 31, 1994
James B. Gardner
* Director May 31, 1994
R. L. Hargrove, Jr.
* Director May 31, 1994
Johnny Hebert
* Director May 31, 1994
F. Earl Hogan
* Director May 31, 1994
Tom S. Lovett
* Director May 31, 1994
C. G. Melville
*By: ___________________ May 31, 1994
Harvey P. Perry
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
4.1 Amended and Restated Articles of Incorporation of
Century dated December 15, 1988 (incorporated by
reference to Exhibit 3.1 of Century's Report on
Form 10-K dated December 31, 1988), as amended by the
Articles of Amendment dated May 2, 1989 (incorporated
by reference to Exhibit 4.1 of Century's Current
Report on Form 8-K dated May 5, 1989), by the Arti-
cles of Amendment dated May 17, 1990 (incorporated by
reference to Exhibit 4.1 of Century's Post-Effective
Amendment No. 2 on Form S-3 dated December 21, 1990,
Registration No. 33-17114), and by the Articles of
Amendment dated May 30, 1991 (incorporated by refer-
ence to Exhibit 3.1 of Century's Current Report on
Form 8-K dated June 12, 1991).
4.2 Bylaws of Century, as amended through February 22,
1994, (incorporated by reference to Exhibit 3(ii) of
Century's Annual Report on Form 10-K for the year
ended December 31, 1993).
4.3 Amended and Restated Rights Agreement dated as of
November 17, 1986 between Century and MTrust Corp,
National Association, as Rights Agent (incorporated
by reference to Exhibit 4.1 to Century's Current
Report on Form 8-K dated December 20, 1988), the
Amendment thereto dated March 26, 1990 (incorporated
by reference to Exhibit 4.1 to Century's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1990), and the Second Amendment thereto dated Febru-
ary 23, 1993 (incorporated by reference to Exhibit
4.12 to Century's Annual Report on Form 10-K for the
year ended December 31, 1992).
4.4 Indenture, dated as of February 1, 1992, between
Century and First American Bank & Trust of Louisiana
relating to Century's 6% Convertible Debentures Due
2007 (incorporated by reference to Exhibit 4.23 to
Century's Annual Report on Form 10-K for the year
ended December 31, 1991).
4.5 Indenture, dated as of March 31, 1994, between
Century and First American Bank & Trust of Louisiana,
and the related form of Senior Notes and resolutions
designating the terms and conditions of Century's
73/4% Senior Notes, Series A, Due 2004 and 81/4%
Senior Notes, Series B, Due 2024 (all of which are
incorporated by reference to Exhibits 4.1, 4.2 and
4.3 of Century's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994).
Certain other instruments with respect to Century's long-
term debt have been omitted pursuant to Regulation S-K,
Item 601. Century hereby agrees to furnish copies of such
instruments to the Commission upon request.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
23.1 Consent of KPMG Peat Marwick.*
23.3 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5)
24 Power of Attorney (previously included in the signature
pages to this Registration Statement)
________
*Filed by this Post-Effective Amendment No. 4. All other exhibits
have been previously filed.
