<PAGE>
Filed Pursuant to Rule Number 424(b)(2)
Registration Number 33-52915
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 11, 1994)
$150,000,000
[LOGO OF CENTURY TELEPHONE APPEARS HERE]
$50,000,000 6.55% SENIOR NOTES, SERIES C, DUE 2005
$100,000,000 7.20% SENIOR NOTES, SERIES D, DUE 2025
----------------
INTEREST PAYABLE JUNE 1 AND DECEMBER 1
----------------
Interest on Century's 6.55% Senior Notes, Series C, Due 2005 (the "Series C
Notes") and its 7.20% Senior Notes, Series D, Due 2025 (the "Series D Notes")
(collectively, the "Senior Notes") is payable semi-annually on June 1 and
December 1, commencing June 1, 1996. The Series C Notes will not be redeemable
prior to maturity. The Series D Notes will be subject to redemption at any
time, at Century's option, in whole or in part, at the redemption price set
forth herein, together with any accrued and unpaid interest through the date of
redemption.
----------------
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 SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Century(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Series C Note................... 99.934% .650% 99.284%
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Per Series D Note................... 99.779% .875% 98.904%
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Total............................... $149,746,000 $1,200,000 $148,546,000
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</TABLE>
(1) Plus accrued interest, if any, from November 30, 1995.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $75,000, which are payable by
Century.
----------------
The Senior Notes are offered by the Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters, and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Senior Notes will be made in New York City on or about November 30,
1995.
----------------
PAINEWEBBER INCORPORATED
STEPHENS INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SMITH BARNEY INC.
FURMAN SELZ INCORPORATED
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 27, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR NOTES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE>
THE COMPANY
The Company is a regional diversified telecommunications company that is
primarily engaged in providing traditional telephone services and cellular
telephone communications services. At September 30, 1995, the Company's
telephone subsidiaries served approximately 478,000 telephone access lines,
primarily in rural, suburban and small urban communities in 14 states, with its
largest customer bases located in Wisconsin, Louisiana, Michigan, Ohio and
Arkansas. Through its cellular operations, the Company controls over 7.5
million pops in 25 MSAs (Metropolitan Statistical Areas) and 28 RSAs (Rural
Service Areas), primarily concentrated in Michigan, Louisiana, Texas, Arkansas
and Mississippi. The Company is the majority owner and operator in 19 of these
MSAs and 14 of these RSAs. At September 30, 1995, the Company's majority-owned
cellular systems had more than 261,000 cellular subscribers. For the first nine
months of 1995, telephone operations provided 68% of the Company's consolidated
revenues, with cellular telephone operations providing the balance.
SUMMARY FINANCIAL AND OPERATING DATA
(ALL DOLLARS IN THOUSANDS)
Set forth below is certain summary consolidated operating and financial data
for Century as of and for the year ended December 31, 1994 and as of September
30, 1995 and for the nine-month periods ended September 30, 1994 and 1995. The
data, except for the ratio of earnings to fixed charges and the selected
operating data, as of and for the year ended December 31, 1994 is derived from
Century's consolidated financial statements, which have been audited by KPMG
Peat Marwick LLP, independent certified public accountants. The consolidated
financial statements of Century as of December 31, 1993 and 1994 and for each
of the years in the three-year period ended December 31, 1994 and the report
thereon are incorporated by reference herein. The unaudited financial
information as of September 30, 1995 and for the nine-month periods ended
September 30, 1994 and 1995 has not been examined 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 nine-month periods have been included
therein. The results of operations for the first nine months of 1995 are not
necessarily indicative of the results of operations which might be expected for
the entire year.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------
1994 1994 1995
------------ -------- --------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues................................... $540,240 $395,375 $451,281
Cost of sales and operating expenses....... 276,375 202,413 218,488
Depreciation and amortization.............. 94,430 69,582 81,353
Operating income........................... 169,435 123,380 151,440
Interest expense........................... 42,577 30,839 32,771
Income before income taxes................. 161,538 104,166 138,442
Net income................................. 100,238 65,299 85,047
Ratio of earnings to fixed charges(1)...... 4.54 4.15 4.85
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
<S> <C> <C>
OPERATING DATA (AT PERIOD END):
Telephone access lines............................ 454,963 477,802
Cellular units in service in majority-owned and
operated markets................................. 211,710 261,122
Cellular pops..................................... 7,087,512 7,556,862
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
<S> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Net property, plant and equipment.................. $ 947,131 $1,025,136
Excess cost of net assets acquired, net............ 441,436 498,472
Total assets....................................... 1,643,253 1,814,641
Short-term debt.................................... 170,718 58,258
Long-term debt, excluding current maturities....... 518,603 570,003
Stockholders' equity............................... 650,236 858,517
</TABLE>
- -------
(1) Calculated in the manner described in the accompanying prospectus.
S-3
<PAGE>
USE OF PROCEEDS
The net proceeds to Century from the sale of the Senior Notes are estimated
to be approximately $148.5 million. All or substantially all of the net
proceeds will be used to reduce Century's short-term bank indebtedness under
various credit facilities, which as of September 30, 1995 bore interest at
rates ranging from 6.02% to 6.57% and had original maturities of less than 60
days. As of September 30, 1995, $145 million of Century's short-term bank
indebtedness was classified as long-term debt in light of Century's plans to
discharge such short-term indebtedness with borrowings under committed long-
term revolving credit facilities. See "Capitalization."
CAPITALIZATION
The following table sets forth the capitalization of the Company at September
30, 1995, and as adjusted to reflect the issuance of the Senior Notes and the
application of the net proceeds therefrom as described herein.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
----------------------
AS
ACTUAL ADJUSTED
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt:
Current maturities of long-term debt............... $ 43,059 $ 43,059
Notes payable...................................... 15,199 14,199(1)
---------- ----------
Total short-term debt............................ 58,258 57,258
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Long-term debt, excluding current maturities:
Century............................................ 335,355 340,355(1)
Subsidiaries....................................... 234,648 234,648
---------- ----------
Total long-term debt, excluding current
maturities...................................... 570,003 575,003
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Stockholders' equity:
Common Stock, $1.00 par value, 175,000,000 shares
authorized and 59,026,020 shares issued and
outstanding....................................... 59,026 59,026
Paid-in capital.................................... 449,364 449,364
Retained earnings.................................. 362,569 362,569
Unearned ESOP shares............................... (14,710) (14,710)
Preferred Stock--non-redeemable.................... 2,268 2,268
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Total stockholders' equity....................... 858,517 858,517
---------- ----------
Total capitalization............................. $1,486,778 $1,490,778
========== ==========
</TABLE>
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(1) Reflects the application of (i) $1 million of net proceeds from the
issuance of the Senior Notes to reduce short-term indebtedness included in
"Notes payable" and (ii) $145 million of such net proceeds to reduce
Century's short-term bank indebtedness classified as long-term debt at
September 30, 1995. See "Use of Proceeds."
S-4
<PAGE>
SUPPLEMENTAL DESCRIPTION OF SENIOR NOTES
The Series C Notes and Series D Notes offered hereby each constitute a single
series of Senior Debt Securities described in the accompanying Prospectus and
will be issued under the Indenture referred to therein. The following
description of the specific terms of the Senior Notes supplements and should be
read in conjunction with the description of the general terms and provisions of
the Senior Debt Securities set forth in the accompanying Prospectus under the
caption "Description of Senior Debt Securities." The following description does
not purport to be complete and is qualified in its entirety by reference to the
accompanying Prospectus and the Indenture. Unless otherwise indicated, each
capitalized term not otherwise defined herein has the meaning ascribed to it in
the accompanying Prospectus or in the Indenture.
PRINCIPAL AMOUNT, MATURITY AND INTEREST
The Series C Notes and Series D Notes will be limited to aggregate principal
amounts of $50,000,000 and $100,000,000, respectively. The Series C Notes will
mature on December 1, 2005 and the Series D Notes will mature on December 1,
2025. Interest on the Senior Notes will be payable semi-annually on June 1 and
December 1, commencing June 1, 1996, to the persons in whose names the Senior
Notes are registered at the close of business on the preceding May 15 and
November 15, respectively, subject to certain exceptions provided for in the
Indenture (Board Resolution; Section 2.03). Unless otherwise determined by
Century, interest will be paid by check mailed on or before the payment date,
by first class mail, to such persons.
REDEMPTION
The Series C Notes will not be redeemable prior to maturity (Board
Resolution).
The Series D Notes will be redeemable as a whole or in part, at the option of
Century at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount of such Series D Notes or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis
points, plus in each case accrued interest thereon to the date of redemption
(Board Resolution).
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series D Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Series D Notes. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Trustee after
consultation with Century.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each
S-5
<PAGE>
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of PaineWebber Incorporated, Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Smith Barney
Inc. and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), Century shall substitute therefor
another Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but no more than 60
days before the redemption date to each holder of Series D Notes to be
redeemed.
Unless Century defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Series D Notes or portions
thereof called for redemption.
There will be no mandatory sinking fund payments for the Senior Notes (Board
Resolution).
SUPPLEMENTAL INFORMATION CONCERNING THE TRUSTEE
As a result of business combinations consummated in late 1994, Regions Bank
of Louisiana, a wholly-owned subsidiary of Regions Financial Corporation of
Birmingham, Alabama, has succeeded First American Bank & Trust of Louisiana as
Trustee under the Indenture. Regions Bank of Louisiana continues to serve as
trustee for certain of Century's employee benefit plans and continues to
provide revolving credit and other traditional banking services to Century. As
a result of the business combinations, the Century officers and directors who
previously served as directors of First American Bank & Trust of Louisiana have
resigned from these positions (although they continue to act as non-voting
regional advisory directors on behalf of Regions Bank of Louisiana).
UNDERWRITING
The Underwriters named below have entered into an Underwriting Agreement with
Century whereby they have severally agreed to purchase from Century, and
Century has agreed to sell, the respective principal amounts of the Senior
Notes indicated below, subject to the terms and conditions of the Underwriting
Agreement, a form of which has been filed as an exhibit to the Registration
Statement.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF SERIES D
UNDERWRITERS SERIES C NOTES NOTES
- ------------ -------------- ------------
<S> <C> <C>
PaineWebber Incorporated........................... $ 8,500,000 $ 16,750,000
Stephens Inc....................................... 8,300,000 16,650,000
Goldman, Sachs & Co................................ 8,300,000 16,650,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated. 8,300,000 16,650,000
Smith Barney Inc................................... 8,300,000 16,650,000
Furman Selz Incorporated........................... 8,300,000 16,650,000
----------- ------------
Total.......................................... $50,000,000 $100,000,000
=========== ============
</TABLE>
The Senior Notes are offered subject to prior sale, when, as and if issued by
Century and accepted by the Underwriters, at the initial public offering prices
set forth on the cover page of this Prospectus Supplement and to certain
dealers at such prices less a concession not exceeding .40% of the principal
amount of the Series C Notes and .50% of the principal amount of the Series D
Notes. Underwriters and dealers may
S-6
<PAGE>
reallow to other dealers a concession not exceeding .25% of the principal
amount of the Series C Notes and .25% of the principal amount of the Series D
Notes. After the initial public offering, the public offering prices and
concessions to dealers may be changed. Under the terms and conditions of the
Underwriting Agreement, the Underwriters are committed to purchase all of the
Senior Notes if any are purchased.
Century has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
Century has been advised that the Underwriters presently intend to make a
market in the Senior Notes, although they will not be obligated to do so and
may discontinue any market making at any time without notice. There can be no
assurance that an active public market for the Senior Notes will develop or be
maintained.
Ernest Butler, Jr., an Executive Vice President of Stephens Inc., is a
director of Century.
LEGAL MATTERS
Certain legal matters related to the offering of the Senior Notes will be
passed upon on behalf of the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York.
EXPERTS
The consolidated financial statements and related financial statement
schedules of Century as of December 31, 1994 and 1993, and for each of the
years in the three-year period ended December 31, 1994 incorporated by
reference herein have been incorporated by reference in reliance upon the
report, also incorporated by reference herein, of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm
as experts in accounting and auditing. The report of KPMG Peat Marwick LLP,
covering the consolidated financial statements and related financial statement
schedules refers to changes in methods of accounting for income taxes and
postretirement benefits other than pensions in 1992.
S-7
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR IN-
CORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THEUNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOM-
PANYING PROSPECTUS CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE OR
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURI-
TIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PROSPECTUS SUPPLEMENT ----
<S> <C>
The Company................................................................ S-3
Summary Financial and Operating Data....................................... S-3
Use of Proceeds............................................................ S-4
Capitalization............................................................. S-4
Supplemental Description of Senior Notes................................... S-5
Underwriting............................................................... S-6
Legal Matters.............................................................. S-7
Experts.................................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 3
The Company................................................................ 5
Use of Proceeds............................................................ 7
Capitalization............................................................. 8
Ratio of Earnings to Fixed Charges......................................... 8
Selected Financial Data.................................................... 9
Description of Senior Debt Securities...................................... 10
Plan of Distribution....................................................... 15
Legal Matters.............................................................. 16
Experts.................................................................... 16
</TABLE>
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$150,000,000
LOGO
$50,000,000 6.55% SENIOR NOTES,
SERIES C, DUE 2005
$100,000,000 7.20% SENIOR NOTES,
SERIES D, DUE 2025
---------------
PROSPECTUS SUPPLEMENT
---------------
PAINEWEBBER INCORPORATED
STEPHENS INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SMITH BARNEY INC.
FURMAN SELZ INCORPORATED
---------------
NOVEMBER 27, 1995
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