As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Century Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 4813 72-0651161
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
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)
HARVEY P. PERRY, ESQ. Copy to:
Senior Vice President, General Counsel KENNETH J. NAJDER
and Secretary Jones, Walker, Waechter,
Century Telephone Enterprises, Inc. Poitevent, Carrere & Denegre, L.L.P.
100 Century Park Drive 51st Floor
Monroe, Louisiana 71203 201 St. Charles Avenue
(318) 388-9500 New Orleans, Louisana 70170-5100
(504) 582-8000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC:
From time to time after the effective date of this registration statement
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, check the foregoing box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of each Proposed maximum Proposed maximum
class of securities Amount to offering price aggregate offering Amount of
to be registered(1) be registered(2)(3) per unit price registration fee
________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Preferred Stock. . . . . . 75,000 shares $25.00(4) $1,875,000(4) $568.18
Common Stock . . . . . . . 1,500,000 shares $31.6875(5) $47,531,250(5) $14,403.41
Preference Share
Purchase Rights. . . . . 1,500,000 rights --(6) --(6) --(6)
========================================================================================================
</TABLE>
(1) If the contracts for the delivery of the securities registered under
this registration statement are deemed to include or represent
separate securities, then such securities are also registered hereby.
(2) In the event of a stock split, stock dividend or similar transaction,
the number will be automatically adjusted in accordance with Rule
416(a).
(3) In addition, there is registered hereunder an indeterminable number
of shares of Common Stock and accompanying Preference Share Purchase
Rights that may be issued upon exercise, conversion or exchange of any
shares of convertible Preferred Stock or other securities registered
hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
based upon the stock's par value of $25.00 per share.
(5) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c).
(6) Preference Share Purchase Rights are attached to and trade with the
Common Stock. The value attributable to such Rights, if any, is
reflected in the market price of the Common Stock. Because no separate
consideration is paid for such Rights, the registration fee for such
securities is included in the fee for the Common Stock.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein also relates to the 200,000 shares of registrant's
Preferred Stock and the 1,125,000 shares of registrant's Common Stock (as
adjusted for a stock split) registered pursuant to its Registration
Statement on Form S-4 (Registration No. 33-48956), of which 125,000 shares
of Preferred Stock and 888,994 shares of Common Stock remain unissued. Of
these 888,994 unissued shares of Common Stock, 564,105 have been reserved
for future issuance under the terms of a previously-completed transaction.
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 Facing Page; Cross-Reference
Cover Page of Prospectus.......... Sheet; Outside Front Cover Page
2 Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus......... Cover Pages
3 Risk Factors, Ratio of The Company; Selected Operating
Earnings to Fixed Charges and and Financial Data; Incorporation
Other Information................. 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 The Company; Incorporation of
Registrants....................... Certain Documents by Reference
11 Incorporation of Certain Incorporation of Certain
Information by Reference.......... 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-3 or
S-2 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.... *
* Omitted because the answer is negative or the item is not applicable on
the date of filing of this Registration Statement. The Registrant may be
required to provide information (or further information) in response to one
or more of such items under certain circumstances by means of a post-
effective amendment to this Registration Statement or a supplement to the
prospectus contained herein.
The information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This preliminary 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.
P R O S P E C T U S
Subject to Completion, Dated November 27, 1996
CENTURY TELEPHONE ENTERPRISES, INC.
200,000 Shares of Preferred Stock
(Issuable in Series -- $25.00 Par Value)
2,388,994 Shares of Common Stock
($1.00 Par Value)
This Prospectus relates to 200,000 shares of Preferred Stock, $25.00
par value per share, issuable in series ("Preferred Stock"), and 2,388,994
shares of Common Stock, $1.00 par value per share ("Common Stock"), and
accompanying Preference Share Purchase Rights, of Century Telephone
Enterprises, Inc. (the "Company"), which may be offered, issued and sold
from time to time in connection with the Company's acquisition of
businesses or properties, as well as an indeterminate amount of additional
securities that may be issuable upon the exercise, conversion or exchange
of other securities previously sold hereunder and any additional securities
that may be deemed to be included within or represented by contracts
entered into by the Company in connection with the issuance of other
securities sold hereunder. The terms of such acquisitions, including the
terms and conditions of the consideration paid by the Company, generally
will be determined by direct negotiations with the owners or controlling
persons 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. See "The Offering."
This Prospectus, as appropriately amended or supplemented, has also
been prepared for use by certain persons who receive shares issued by the
Company in connection with acquisitions, and who are permitted in writing
by the Company 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. See
"The Offering."
This Prospectus forms a part of the Company's Registration Statement
on Form S-4 (Registration No. 333-______), pursuant to which the Company
registered 75,000 shares of Preferred Stock and 1,500,000 shares of Common
Stock. This Prospectus also relates to the 200,000 shares of Preferred
Stock and the 1,125,000 shares of Common Stock (as adjusted for a stock
split) registered pursuant to the Company's Registration Statement on Form
S-4 (Registration No. 33-48956), of which 125,000 shares of Preferred Stock
and 888,994 shares of Common Stock remain unissued. Of these 888,994
unissued shares of Common Stock, 564,105 have been reserved for future
issuance under the terms of a previously-completed transaction. 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.
Under the Company's Articles of Incorporation, the holder of each
outstanding share of Common Stock and voting Preferred Stock is entitled to
one vote unless it has been beneficially owned by the same person or entity
continuously since May 30, 1987, in which case the holder is entitled to
ten votes per share until transfer. A Preference Share Purchase Right is
attached to and trades with each share of Common Stock. See "Summary
Description of Securities."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ____________________, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information filed by the Company 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, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission at
the following locations: New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048 and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 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 Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding issuers that
file electronically with the Commission (http://www.sec.gov). The
Company's Common Stock is listed on the New York Stock Exchange and its
reports, proxy and information 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. This Prospectus does not contain all of
the information set forth in the Registration Statements as to which this
Prospectus relates, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. The Registration Statements
and any amendments thereto, including exhibits filed as a part hereof, are
available for inspection and copying as set forth above. For additional
information on the Registration Statements, see "The Offering."
This Prospectus incorporates documents by reference that are not
presented herein or delivered herewith. These documents (other than
exhibits thereto) are available without charge, upon written or oral
request by any person to whom this Prospectus has been delivered, from
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 ensure timely
delivery of the documents, any request should be made at least five
business days prior to the date on which an investment decision is to be
made with respect to securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed pursuant to the
Exchange Act by the Company with the Commission, are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996,June 30, 1996 and September 30, 1996.
(c) The Company's Current Report on Form 8-K filed August 30, 1996.
(d) The Company's Registration Statement filed under the Exchange
Act (File No. 1-7784), as amended and restated on Form 8-A/A
filed December 2, 1996, which includes a description of the
Company's Common Stock and Preference Share Purchase Rights.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from their respective dates of
filing. 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 statement 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.
When used herein, (i) the term "pops" means the population of a
licensed cellular telephone market multiplied by the Company's
proportionate equity interest in the licensed operator thereof, (ii) the
terms "MSA" and "RSA" mean a Metropolitan Statistical Area or a Rural
Service Area, respectively, for which the Federal Communications Commission
("FCC") has granted a cellular operating license and (iii) the term "LEC"
means a local exchange carrier that provides local telephone transmission
services.
THE COMPANY
The Company is a regional diversified telecommunications company that
is primarily engaged in providing local telephone and mobile communications
services. At September 30, 1996, the Company's telephone subsidiaries
served more than 500,000 telephone access lines, primarily in rural,
suburban and small urban communities in 14 states, with its largest
customer bases located in Wisconsin, Louisiana, Michigan, and Ohio.
Through its cellular operations the Company controls approximately 7.8
million pops in 27 MSAs and 29 RSAs, primarily concentrated in Michigan,
Louisiana, Texas, Arkansas and Mississippi. The Company also provides long
distance, competitive access, operator and business information services.
For the nine months ended September 30, 1996, telephone operations
provided 60% of the Company's consolidated revenues, with mobile
communications operations providing 33% and other operations providing the
balance.
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. At September 30, 1996, the Company
employed approximately 3,300 persons.
Telephone Operations
According to published sources, the Company is the 16th largest local
exchange carrier in the United States, based on the more than 500,000
telephone access lines it currently serves. Currently, the Company
operates over 500 central office and remote switching centers in its
telephone operating areas. All of the Company's access lines are served by
digital switching technology, which in conjunction with other technologies
allows the Company to offer additional premium services to its customers,
including call forwarding, conference calling, caller identification,
selective call ringing and call waiting.
Mobile Communications Operations
According to published sources, the Company is the 15th largest
cellular telephone company in the United States, based on the Company's
owned pops. The Company currently operates and has majority interests in
cellular systems serving 19 MSAs and 14 RSAs, which collectively represent
6.3 million pops, and has minority interests in eight other MSAs and 15
other RSAs, which collectively represent 1.5 million pops. Approximately
49% of the Company's pops in markets operated by the Company are in a
single, contiguous cluster of eight MSAs and seven RSAs in Michigan;
another 21% are in a cluster of five MSAs and seven RSAs in northern and
central Louisiana, southern Arkansas and eastern Texas. At September 30,
1996, the Company's majority-owned cellular systems had more than 337,000
cellular subscribers.
Other Operations
The Company also provides long distance, operator and interactive
services in certain local and regional markets, as well as certain printing
and related business information services, and has recently entered the
competitive access business. At September 30, 1996, the Company's long
distance business served approximately 97,000 customers in certain of the
Company's LEC markets and the Company's competitive access business had
installed 156 route miles of fiber-optic cable in its networks in several
cities in Texas.
Acquisition Strategy
The Company's general strategy has been to provide diversified
telecommunications services and to achieve growth largely through the
acquisition of attractive telecommunications companies. The Company is
continually evaluating the possibility of acquiring additional telephone,
cellular or long distance operations. Although the Company's primary focus
will be on acquiring telecommunications interests that are proximate to its
properties or that serve a customer base large enough for the Company to
operate efficiently, other communications interests may also be acquired.
Recent Events Affecting the Telecommunications Industry
The telecommunications industry continues to undergo various
fundamental regulatory, competitive and technological changes that make it
difficult to determine the form or degree of future regulation and
competition affecting the Company's telephone and mobile communications
operations. These changes may have a significant impact on the future
financial performance of all telecommunications companies.
In February 1996 the United States Congress enacted the
Telecommunications Act of 1996, which obligates LECs to permit competitors
to interconnect their facilities to the LEC's network and to take various
other steps that are designed to promote competition. While this
legislation provides certain waiver opportunities for rural LECs such as
those operated by the Company, there can be no assurance that such waivers
will be granted. Coincident with the recent movement toward increased
competition has been the gradual reduction of regulatory oversight of LECs.
These cumulative changes have led to the continued growth of various
companies providing competitive access and other services that compete with
LECs' services. Wireless telephone services are also expected to
increasingly compete with LECs.
The FCC has allocated additional frequency spectrum for mobile
communications technologies that are expected to be competitive with
cellular, including Personal Communications Services ("PCS") (for which the
FCC began to auction operating licenses in late 1994) and mobile satellite
services. Upon completion of the FCC's auctions, as many as seven new
wireless PCS competitors will be allowed in each cellular market. The FCC
has also authorized certain specialized mobile radio service licensees to
configure their systems so as to operate in a manner similar to cellular
systems.
SELECTED OPERATING AND FINANCIAL DATA
The following table presents certain selected consolidated
operating and financial data for the Company as of and for each of the
years ended in the five-year period ended December 31, 1995 and as of
September 30, 1996 and for the nine-month periods ended September 30, 1995
and 1996. The data, except for the selected operating data and financial
ratio, for each of the years in the five-year period ended December 31,
1995 are derived from the Company's consolidated financial statements,
which have been audited by KPMG Peat Marwick LLP, independent certified
public accountants. The consolidated financial statements as of December
31, 1994 and 1995 and for each of the years in the three-year period ended
December 31, 1995, and the audit report thereon, are contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995
that has been incorporated by reference herein.
The unaudited financial information as of September 30, 1996 and
for the nine-month periods ended September 30, 1995 and 1996 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
nine-month periods have been included therein.
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------- September 30,
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Selected Operating Data:
Telephone access lines........ 314,819 397,300 434,691 454,963 480,757 500,647
Cellular units in
service in majority
owned markets................ 51,083 73,084 116,484 211,710 290,075 337,151
Cellular pops.................5,437,000 5,497,000 5,947,000 7,087,512 7,558,322 7,822,039
</TABLE>
<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended December 31, September 30,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
---- ---- ---- ---- ---- ---- ----
(In thousands, except per share amounts and ratio)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Income Statement Data:
Revenues:
Telephone.................. $ 236,408 $ 298,812 $ 350,330 $ 391,265 $ 419,242 $ 309,295 $ 335,819
Mobile Communications...... 46,731 62,092 84,712 150,802 197,494 143,230 185,286
Other...................... 8,658 9,956 20,633 22,534 28,104 20,373 34,343
--------- --------- --------- --------- --------- --------- ---------
Total revenues........... $ 291,797 $ 370,860 $ 455,675 $ 564,601 $ 644,840 $ 472,898 $ 555,448
========= ========= ========= ========= ========= ========= =========
Operating income (loss):
Telephone.................. $ 80,039 $ 103,672 $ 114,902 $ 137,992 $ 143,527 $ 105,925 $ 115,348
Mobile Communications...... (4,952) 5,956 9,906 31,443 57,009 45,515 56,105
Other...................... 1,344 3,324 3,201 3,371 2,383 2,595 775
--------- --------- --------- --------- --------- --------- ---------
Total operating income... 76,431 112,952 128,009 172,806 202,919 154,035 172,228
Gain on sales of assets..... - - 3,985 1,661 15,877 6,782 5,909 815
Interest expense............ (22,504) (27,166) (30,149) (42,577) (43,615) (32,771) (33,972)
Income from unconsolidated
cellular entities......... 697 1,692 6,626 15,698 20,084 14,700 21,584
Minority interest........... 60 (473) (516) (3,377) (8,084) (6,281) (5,947)
Other income and expense.... 2,805 1,582 625 3,111 4,982 2,850 2,601
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes
and cumulative effect of
changes in accounting
principles................ 57,489 92,572 106,256 161,538 183,068 138,442 157,309
Income taxes................ (20,070) (32,599) (37,252) (61,300) (68,292) (53,395) (58,353)
--------- --------- --------- --------- --------- --------- ---------
Income before cumulative
effect of changes in
accoutnig principles...... 37,419 59,973 69,004 100,238 114,776 85,047 98,956
Cumulative effect of
changes in accounting
principles................ - - (15,668) - - - - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Net income............. $ 37,419 $ 44,305 $ 69,004 $ 00,238 $ 114,776 $ 85,047 $ 98,956
========= ========= ========= ========= ========= ========= =========
Primary earnings per share:
Primary earnings per share
before cumulative effect
of changes in accounting
principles.............. $ 0.79 $ 1.23 $ 1.35 $ 1.88 $ 1.97 $ 1.47 $ 1.65
Cumulative effect of
changes in accounting
principles.............. - - (0.32) - - - - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Primary earnings per share.. $ 0.79 $ 0.91 $ 1.35 $ 1.88 $ 1.97 $ 1.47 $ 1.65
========= ========= ========= ========= ========= ========= =========
Fully diluted earnings
per share:
Fully diluted earnings per
share before cumulative
effect of changes in
accounting principles... $ 0.79 $ 1.22 $ 1.32 $ 1.80 $ 1.95 $ 1.46 $ 1.64
Cumulative effect of
changes in accounting
principles.............. - - (0.31) - - - - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Fully diluted earnings
per share................. $ 0.79 $ 0.91 $ 1.32 $ 1.80 $ 1.95 $ 1.46 $ 1.64
========= ========= ========= ========= ========= ========= =========
Dividends per common share.. $ 0.287 $ 0.293 $ 0.31 $ 0.32 $ 0.33 $ 0.2475 $ 0.27
========= ========= ========= ========= ========= ========= =========
Common shares for
computing primary
earnings per share........ 47,305 48,500 51,206 53,419 58,136 57,790 59,853
Common shares for computing
fully diluted earnings
per share................. 47,432 48,653 55,892 58,135 59,107 58,812 60,593
Financial Ratio:
Ratio of earnings to
combined fixed charges
and preferred dividend
requirements (1).......... 3.47 4.25 4.32 4.50 4.75 4.77 5.08
</TABLE>
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------- September 30,
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- -------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Net property, plant and
equipment................. $ 534,998 $ 675,878 $ 827,776 $ 947,131 $1,047,808 $1,113,301
Excess cost of net assets
acquired, net............. 114,258 217,688 297,158 441,436 493,655 509,610
Total assets................ 764,539 1,040,487 1,319,390 1,643,253 1,862,421 1,960,785
Long-term debt.............. 205,453 346,944 364,433 518,603 622,904 589,777
Stockholders' equity........ 319,977 385,449 513,768 650,236 888,424 999,467
</TABLE>
_______________________
(1) For purposes of computing these ratios, (i) earnings consist of income
before income taxes and fixed charges with adjustments primarily for
earnings of unconsolidated subsidiaries and (ii) combined fixed charges
and preferred dividend requirements consist of interest expense,
preferred dividends of subsidiaries and preferred dividends on the
Company's preferred stock, all of which have been calculated in
accordance with the rules of the Commission.
THE OFFERING
General
The securities of the Company that may be offered, issued and sold from
time to time pursuant to this Prospectus in connection with the Company's
acquisitions of businesses or properties include up to 200,000 shares of
Preferred Stock, issuable in series, and up to 2,388,994 shares of Common
Stock and accompanying Preference Share Purchase Rights, as well as an
indeterminate number of additional securities that may be issuable upon
the exercise, conversion or exchange of other securities previously sold
hereunder and any additional securities that may be deemed to be included
within or represented by contracts entered into by the Company in
connection with the issuance of other securities sold hereunder. The
Company proposes to issue such securities in connection with its continuing
program of acquisitions. See "The Company - Acquisition Strategy". 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 the Company, generally will be determined by direct
negotiations with the owners or controlling persons 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. Shares sold
hereunder will ordinarily be issued to the former owners of the businesses
or properties acquired as part of the consideration paid by the Company in
connection therewith, although the Company may from time to time issue
shares to others under employment, consulting or non-competition contracts
or other agreements that are incidental to the Company's acquisitions of
businesses or properties. The consideration offered by the Company in
connection with such acquisitions, in addition to the securities offered
hereby, may include cash, debt, other securities (which may, upon exercise,
conversion or exchange, entitle the holder to receive shares of Common Stock
or other securities offered hereby), or the assumption by the Company of
liabilities of the businesses being acquired, or a combination thereof.
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 the Company from these
offerings.
This Prospectus forms a part of the Company's Registration Statement
on Form S-4 (Registration No. 333-_________), which was declared effective
by the Commission on December ____, 1996. Pursuant to the Registration
Statement the Company registered 75,000 shares of its Preferred Stock and
1,500,000 shares of its Common Stock, and accompanying Preferred Share
Purchase Rights, as well as the other securities noted above. The Company
has filed a similar Registration Statement on Form S-4 (Registration No.
33-48956), which was declared effective by the Commission on July 15, 1992.
This Prospectus also relates to the 200,000 shares of Preferred Stock and
the 1,125,000 shares of Common Stock (as adjusted for a stock split)
registered pursuant to the Company's Registration Statement No. 33-48956,
of which 125,000 shares of Preferred Stock and 888,994 shares of Common
Stock remain unissued. Of these 888,994 unissued shares of Common Stock,
564,105 have been reserved for future issuance under the terms of a
previously-completed transaction. If some or all of these 564,105 shares
are not issued under such transaction, they will become available for
future issuance under this Prospectus in connection with other acquisition
transactions. In the event of a stock split, stock dividend or similar
transaction, the number of shares offered by this Prospectus will be
automatically adjusted accordingly.
Selling Shareholders
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 the Company in acquisitions, including
the shares sold hereunder and Common Stock received upon the exercise of
option, conversion or exchange rights granted to the holders of Preferred
Stock or other securities of the Company issued in connection with
acquisitions, and who are permitted in writing by the Company 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 "Selling Shareholders"). The written agreement with
any Selling Shareholders permitted to use this Prospectus may provide,
among other things, that any such offering be effected in an orderly manner
through securities dealers, acting as brokers or dealers, selected by the
Company, that such Selling Shareholders enter into custody agreements with
respect to such shares, and that sales be made only by one or more of the
methods described in such agreements.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer.
Sales of shares may be at negotiated prices, at fixed prices, at market
prices or at prices related to market prices then prevailing. When resales
are to be made through a securities firm, such securities firm may be
engaged to act as the Selling Shareholder's agent in connection with the
sale, or such firm may purchase shares from the Selling Shareholder as
principal and thereafter resell such shares from time to time. The fees
payable to such securities firm may be normal stock exchange commissions or
negotiated commissions or discounts to the extent permissible. In
addition, such securities firm may effect resales through other securities
dealers, and customary commissions or concessions to such other dealers may
be allowed. Any such sales may be made on the New York Stock Exchange or
any other exchange on which such shares are traded, or may be effected
by block trades. In addition, shares may be sold in special offerings or
secondary distributions. Any participating member firm may be indemnified
against certain civil liabilities, including liabilities under the
Securities Act of 1933. 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. The Company will not receive any
part of the proceeds of the sale of securities by the Selling Shareholders.
A supplement to this Prospectus, if required, will be filed with the
Commission under the Securities Act of 1933, disclosing various information
relating to the resale.
SUMMARY DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 175,000,000 shares
of common stock, of which 59,814,450 shares were outstanding as of October
31, 1996, and 2,000,000 shares of preferred stock, of which 402,994 shares
were outstanding as of October 31, 1996. Each share of the Common Stock
has attached to it one Preference Share Purchase Right. The following
descriptions of the Common Stock, the Preferred Stock and the Preference
Share Purchase Rights are qualified in their entirety by reference to the
relevant provisions of (i) the Louisiana Business Corporation Law, (ii) the
Articles of Incorporation of the Company (the "Articles"), (iii) the
Bylaws of the Company, and (iv) the Company's Registration Statement filed
under the Exchange Act, as amended and restated on Form 8-A/A filed
December 2, 1996, which has been incorporated herein by reference. See
"Incorporation of Certain Documents by Reference."
Common Stock
Under the Articles, each share of 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 the Company'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 11, 1996, the trustee for two
of the Company's employee benefit plans was the record holder of Common
Stock having approximately 37% of the total voting power of all classes of
the Company's capital stock. The trustee votes these shares in accordance
with the instructions of the Company's employees. Except as set forth
below under "-Preference Share Purchase Rights," holders of Common Stock do
not have any pre-emptive rights to subscribe to any additional capital stock
that may be issued by the Company.
Preferred Stock
Under the Articles, the Company'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 the Company'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 preferences, if any, in respect of
the Common Stock and among the series of the Preferred Stock, (iv)
whether, and upon what terms, the Preferred Stock should be convertible into
or exchangeable for other securities of the Company, (v) whether, and to
what extent, holders of shares of a series of Preferred Stock will have
voting rights, (vi) the restrictions, if any, upon the issue or reissue of
any additional shares of Preferred Stock, (vii) whether, and on what terms
and conditions the shares may be redeemed by the Company (including sinking
fund provisions), and (viii) the liquidation preferences, if any, in respect
of the Common Stock and among the series of the Preferred Stock.
As of October 31, 1996, 402,994 shares of certain series of Preferred
Stock were outstanding. At such time, such shares were convertible into a
total of approximately 352,000 shares of Common Stock. 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 the Company, 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.
Preference Share Purchase Rights
Each share of Common Stock issued hereunder will have attached to it
one Preference Share Purchase Right (a "Right"), which will entitle the
registered holder to purchase from the Company one one-hundredth of a share
of the Company's Series BB Participating Cumulative Preference Stock at a
price of $110, subject to adjustment. The terms of the Rights are set
forth in a Rights Agreement dated as of August 27, 1996 between the Company
and the Rights Agent named therein. Subject to certain exceptions, the
Rights Agreement 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 Right, other than Rights beneficially
owned by an Acquiring Person (which will become void), will thereafter be
entitled to receive, upon payment of the purchase price set, 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
The validity of the Common Stock and Preferred Stock offered hereby
will be passed upon for the Company by Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., New Orleans, Louisiana, special counsel to the
Company.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company as of December 31, 1994 and 1995, and for each of
the years in the three-year period ended December 31, 1995, included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, incorporated by reference herein, have been incorporated by reference
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, which is also incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
=============================================== =========================
- ----------------------------------------------- -------------------------
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, and if given or
made, any such information or representations CENTURY
must not be relied upon as having been TELEPHONE
authorized by the Company. This Prospectus ENTERPRISES,
does not constitute an offer to sell or a INC.
solicitation of an offer to buy securities by
anyone in any jurisdiction in which such offer
or solicitation is not authorized, or in which
the person making such offer or solicitation is _________
not qualified to do so, or to any person to
whom it is unlawful to make such an offer or PROSPECTUS
solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, _________
under any circumstances, create any implication
that there has been no change in the affairs of
the Company since the date hereof. _________
Preferred Stock
(Issuable in Series --
$25.00 Par Value)
_________
___________________________
TABLE OF CONTENTS _________
Common Stock
Page ($1.00 Par Value)
---- _________
Available Information...................... 2
Incorporation of Certain Documents
by Reference............................. 2
The Company................................ 3
Selected Operating and Financial Data...... 4
The Offering............................... 6
Summary Description of Securities.......... 7
Legal Matters.............................. 8 _____________, 1996
Experts.................................... 8
_________________________
- ----------------------------------------------- -------------------------
=============================================== =========================
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 10 of the Company's by-laws (the "Indemnification
By-law") provides for mandatory indemnification for directors and officers
or former directors and officers of the Company to the fullest extent
permitted by Louisiana law.
The Company's Articles of Incorporation authorize it to enter into
contracts with directors and officers providing for indemnification to the
fullest extent permitted by law. The Company has entered into
indemnification contracts providing contracting directors or officers the
procedural and substantive rights to indemnification currently set forth in
the Indemnification By-law ("Indemnification Contracts"). The right to
indemnification provided by an Indemnification Contract applies to all
covered claims, whether such claims arose before or after the effective
date of the contract.
The Company maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.
The Indemnification Contracts provide that, to the extent insurance is
reasonably available, the Company 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 the Company does not
maintain comparable insurance, it will hold harmless and indemnify a
contracting party to the full extent of the coverage that would otherwise
have been provided for his or her benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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:
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996).
3.2 By-laws of the Company as amended through November 21, 1996.
4.1 Rights Agreement dated as of August 27, 1996 between the
Company and Society National Bank, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K filed August 30, 1996).
4.2 Indenture dated as of March 31, 1994 between the Company and
Regions Bank of Louisiana (formerly First American Bank & Trust
of Louisiana), as Trustee (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form S-3,
Registration No. 33-52915, filed March 30, 1994).
4.3 Copies of other instruments defining the rights of holders of
long-term debt of the Company will be furnished to the Com-
mission upon request.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
registration statement).
(b) Financial Statement Schedules:
None required.
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 registration
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 registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
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 securities 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 which is a part of this registration statement, by any person or
party which 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 every prospectus (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) 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
indemnification 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, absent the existence of other
similar (prior or subsequent) transactions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Monroe, State of Louisiana, on November 27, 1996.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Glen F. Post, III
--------------------------------------
Glen F. Post, III
Vice Chairman of the Board of
Directors, President, and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Clarke M. Williams, Glen
F. Post, III and Harvey P. Perry, or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Clarke M. Williams Chairman of the Board November 27, 1996
______________________ of Directors
Clarke M. WIlliams
/s/ Glen F. Post, III Vice Chairman of the Board of November 27, 1996
_____________________ Directors, President, and
Glen F. Post, III Chief Executive Officer
/s/ R. Stewart Ewing, Jr. Senior Vice President and November 27, 1996
_________________________ Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
/s/ Murray H. Greer Controller November 27, 1996
___________________ (Principal Accounting Officer)
Murray H. Greer
/s/ William R. Boles, Jr. Director November 27, 1996
__________________________
William R. Boles, Jr.
/s/ Virginia Boulet Director November 27, 1996
____________________
Virgina Boulet
/s/ Ernest Butler, Jr. Director November 27, 1996
_______________________
Ernest Butler, Jr.
_______________________ Director
Calvin Czeschin
/s/ James B. Gardner Director November 27, 1996
______________________
James B. Gardner
/s/ W. Bruce Hanks Director November 27, 1996
_____________________
W. Bruce Hanks
/s/ R. L. Hargrove, Jr. Director November 27, 1996
_______________________
R. L. Hargrove, Jr.
/s/ Johnny Hebert Director November 27, 1996
_________________
Johnny Hebert
/s/ F. Earl Hogan Director November 27, 1996
___________________
F. Earl Hogan
/s/ C. G. Melville Director November 27, 1996
____________________
C. G. Melville
/s/ Harvey P. Perry Director November 27, 1996
_____________________
Harvey P. Perry
______________________ Director
Jim D. Reppond
EXHIBIT INDEX
Exhibit Page
No. Description No.
- -------- ----------- ----
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996).
3.2 By-laws of the Company as amended through November 21, 1996.
4.1 Rights Agreement dated as of August 27, 1996 between the
Company and Society National Bank, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K filed August 30, 1996).
4.2 Indenture dated as of March 31, 1994 between the Company and
Regions Bank of Louisiana (formerly First American Bank & Trust
of Louisiana), as Trustee (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form S-3,
Registration No. 33-52915, filed March 30, 1994).
4.3 Copies of other instruments defining the rights of holders of
long-term debt of the Company will be furnished to the Com-
mission upon request.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
registration statement).
BYLAWS
OF
CENTURY TELEPHONE ENTERPRISES, INC.
(as amended through November 21, 1996)
BYLAWS
CENTURY TELEPHONE ENTERPRISES, INC.
TABLE OF CONTENTS
ARTICLE I - Officers 1.....................................................1
Section 1. Required and Permitted Officers................1
Section 2. Election and Removal of Officers...............4
ARTICLE II - Board of Directors............................................4
Section 1. Powers.........................................4
Section 2. Organizational and Regular Meetings............5
Section 3. Special Meetings...............................5
Section 4. Waiver of Notice...............................5
Section 5. Quorum.........................................5
Section 6. Notice of Adjournment..........................6
Section 7. Written Consents...............................6
Section 8. Voting.........................................6
Section 9. Use of Communications Equipment................6
Section 10. Indemnification................................6
Section 11. Certain Qualifications........................11
ARTICLE III - Committees..................................................12
Section 1. Committees....................................12
Section 2. Appointment and Removal of Committee Members..15
Section 3. Procedures for Committees.....................15
Section 4. Meetings......................................15
Section 5. Authority of Chairman to Appoint Committees...16
ARTICLE IV - Shareholders' Meetings.......................................16
Section 1. Place of Meetings.............................16
Section 2. Annual Meeting................................16
Section 3. Special Meetings..............................16
Section 4. Notice of Meetings............................16
Section 5. Notice of Shareholder Nominations and
Shareholder Business..........................17
Section 6. Quorum........................................19
Section 7. Voting Power Present or Represented...........20
Section 8. Voting Requirements...........................20
Section 9. Proxies.......................................20
Section 10. Adjournments..................................20
Section 11. Written Consents..............................21
Section 12. List of Shareholders..........................21
Section 13. Procedure at Shareholders Meetings............21
ARTICLE V - Certificates of Stock.........................................21
ARTICLE VI - Registered Shareholders......................................21
ARTICLE VII - Loss of Certificate.........................................22
ARTICLE VIII - Checks.....................................................22
ARTICLE IX - Dividends....................................................22
ARTICLE X - Inapplicability of Louisiana Control Share Statute............22
ARTICLE XI - Certain Definitions..........................................22
ARTICLE XII - Amendments..................................................23
-i-
BYLAWS
(Amended entirely May 23, 1995)
(Amended Article I, Section 1, Subsection 1.1 (L), added new Subsection
1.1 (O), and amended Subsection 1.2 - October 7, 1996)
(Amended Article III, Section 1.1(B), Section 1 by adding new Subsection
1.3, Sections 3 and 4 amended in their entirety - November 21, 1996)
ARTICLE I
OFFICERS
Section 1. Required and Permitted Officers
1.1 Officers. The officers of the Corporation shall be a Chairman of
the Board; a Chief Executive Officer; a President; a Secretary; and a
Treasurer. The Board may elect such other officers as the Board may
determine. An officer need not be a Director and any two or more of the
offices may be held by one person, provided, however, that a person holding
more than one office may not sign in more than one capacity any certificate
or any instrument required to be signed by two officers. The required and
permitted officers and duties thereof are as follows:
A. Chairman of the Board (Chairman). The Chairman shall preside at
all meetings of the shareholders and Directors, ensure that all orders,
policies and resolutions of the Board are carried out and perform such
other duties as may be prescribed by the Board of Directors or the Bylaws.
B. Vice Chairman. The Board may from time to time elect one or more
Vice Chairmen. The Vice Chairman shall serve in the absence or inability
of the Chairman to serve. In the event of the death, resignation or
permanent inability of the Chairman to serve, the Vice Chairman shall
automatically succeed to the office of Chairman until such time as the
Board of Directors convenes a properly called meeting to elect a new
Chairman. In the event that there is more than one Vice Chairman, then the
one who has served in that capacity for the longest period of time shall
serve in the absence of the Chairman or assume the office of Chairman as
the case may be.
C. Chief Executive Officer (CEO). The CEO shall, subject to the
powers of the Chairman, have general and active management of the business
of the Corporation. He may sign, execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations and
shall perform such other duties as may be prescribed from time to time by
the Board of Directors or the Bylaws. The CEO shall manage the day-to-day
affairs of the Corporation and direct the activities of the President -
Telephone Group, President - Telecommunications Services, the General
Counsel and the Chief Financial Officer. Without limiting the generality
of the foregoing, the CEO shall establish the annual salaries of each non-
executive officer of the Corporation, unless otherwise directed by the
Board, and the annual salaries of each officer of the Corporation's
subsidiaries, unless otherwise directed by the respective boards of
directors of such subsidiaries.
D. President. The President may sign, execute and deliver in the
name of the Corporation powers of attorney, contracts, bonds, and other
obligations and shall perform such other duties as may be prescribed from
time to time by the Board of Directors, the Chairman, the CEO, or the
Bylaws.
E. Executive Vice President(s). The Executive Vice President(s)
shall assist the CEO in discharging the duties of that office in any manner
requested and perform any other duties as may be prescribed by the CEO, the
Board of Directors or the Bylaws.
F. Chief Financial Officer. The Chief Financial Officer shall be
the principal financial officer of the Corporation. He shall manage the
financial affairs of the Corporation and direct the activities of the
Treasurer, Controller and other officers responsible for functional areas
within the Finance Group. He shall be responsible for all internal and
external financial reporting. He may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds, and other
obligations and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
G. Treasurer. As directed by the Chief Financial Officer, the
Treasurer shall have general custody of all the funds and securities of the
Corporation. He may sign, with the CEO, President, Chief Financial Officer
or such other person or persons as may be designated for the purpose by the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall perform such other duties as may be prescribed from
time to time by the Chief Financial Officer or the Bylaws.
H. Controller. As directed by the Chief Financial Officer, the
Controller shall be responsible for the development and maintenance of the
accounting systems used by the Corporation and its subsidiaries. The
Controller shall be authorized to implement policies and procedures to
ensure that the Corporation and its subsidiaries maintain internal
accounting control systems designed to provide reasonable assurance that
the accounting records accurately reflect business transactions and that
such transactions are in accordance with management's authorization.
Additionally, as directed by the Chief Financial Officer, the Controller
shall be responsible for internal and external financial reporting for the
Corporation and its subsidiaries.
I. Assistant Treasurer. The Assistant Treasurer shall have such
powers and perform such duties as may be assigned by the Treasurer. In the
absence or disability of the Treasurer, the Assistant Treasurer shall
perform the duties and exercise the powers of the Treasurer.
J. Secretary. The Secretary shall keep the minutes of all meetings
of the shareholders, the Board of Directors and all committees. He shall
cause notice to be given of meetings of shareholders, of the Board of
Directors and of any committee appointed by the Board. He shall have
custody of the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the duties vested in other
officers, which shall at all reasonable times be open to the examination of
any Director. He may sign or execute contracts with any other officer
thereunto authorized in the name of the Corporation and affix the seal of
Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or the Bylaws.
K. Assistant Secretary. The Assistant Secretary shall have powers
and perform such duties as may be assigned by the Secretary. In the
absence or disability of the Secretary, the Assistant Secretary shall
perform the duties and exercise the power of the Secretary.
L. President - Mobile Communications Group. The President - Mobile
Communications Group shall serve as President of all cellular and paging
subsidiaries and be responsible for such other subsidiaries of the Company
as he is from time to time directed by the President or the Board of
Directors thereof. Subject to any limitation in these Bylaws or the Bylaws
of any such subsidiaries, he shall be responsible for all operations,
marketing, construction, preparation of budgets and business plans, and the
profitability of all of the operations of the companies under his
supervision.
M. President - Telephone Group. The President - Telephone Group
shall serve as President of all operating telephone subsidiaries and
subsidiaries operating in conjunction therewith. Subject to any
limitations in these Bylaws or the Bylaws of any such subsidiaries, he
shall be responsible for all operations, marketing, construction,
preparation of budgets and business plans, and the profitability of all of
the operations of the companies under his supervision.
N. General Counsel. The General Counsel shall be directly
responsible for advising the Board of Directors, the Corporation, and all
its officers and employees in all matters affecting the legal affairs of
the Corporation. He shall determine the need for and, if necessary, select
outside counsel to represent the Corporation and approve all fees in
connection with their representation. He shall also have such other
powers, duties and authority as may be prescribed to him from time to time
by the CEO, the Board of Directors, or the Bylaws.
O. Senior Vice President - Corporate Development and Strategy. The
Senior Vice President - Corporate Development and Strategy shall be
responsible for developing new business opportunities, implementation of
new technologies, and at the direction of the President, the integration of
new and existing products and services within and across business units.
P. Senior Vice President(s). The Senior Vice President(s) shall
perform such duties as may be prescribed from time to time by the Board of
Directors, the CEO, or the Bylaws.
Q. Vice President(s). The Vice President(s) shall have such powers
and perform such duties as may be assigned to them by the Board of
Directors, the CEO, the President, or the Executive Vice President or
Senior Vice President to whom they report. A Vice President may sign and
execute contracts and other obligations pertaining to the regular course of
his duties.
R. Assistant Vice President(s). The Assistant Vice President(s)
shall have such powers and perform such duties as may be assigned to them
by the Board of Directors, the CEO, the President or the officer to whom
they report. An Assistant Vice President may sign and execute contracts
and other obligations pertaining to the regular course of his duties.
1.2 Executive Officer Group. The Executive Officer Group shall be
the Chairman of the Board, the Chief Executive Officer, the Chief Financial
Officer, the President - Mobile Communications Group, the President -
Telephone Group, the Senior Vice President - Corporate Development and
Strategy, and the General Counsel.
Section 2. Election and Removal of Officers
2.1 Election. The officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of the
shareholders and, at any time, the Board may remove any officer (with or
without cause, and regardless of any contractual obligation to such
officer) and fill a vacancy in any office, but any election to, removal
from or appointment to fill a vacancy in any office, and the determination
of the terms of employment thereof, shall require the affirmative votes of
(a) a majority of the Directors then in office and (b) a majority of the
Continuing Directors, voting as a separate group.
2.2 Removal. In addition, the Chief Executive Officer is empowered
in his sole discretion to remove or suspend any officer or other employee
of the Corporation who (a) fails to respond satisfactorily to the
Corporation respecting any inquiry by the Corporation for information to
enable it to make any certification required by the Federal Communications
Commission under the Anti-Drug Abuse Act of 1988, (b) is arrested or
convicted of any offense concerning the distribution or possession of, or
trafficking in, drugs or other controlled substances, or (c) the Chief
Executive Officer believes to have been engaged in actions that could lead
to such an arrest or conviction.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers
In addition to the powers and authorities by these Bylaws expressly
conferred upon it, the Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws required to
be exercised or done by the shareholders.
Section 2. Organizational and Regular Meetings
The Board of Directors shall hold an annual organizational meeting,
without notice, immediately following the adjournment of the annual meeting
of the shareholders and shall hold a regular meeting on the first Tuesday
after the twentieth day in the months of February, May, August and November
of each year. The Secretary shall give not less than five days' written
notice to each Director of all regular meetings, which notice shall state
the time and place of the meeting.
Section 3. Special Meetings
3.1 Call of Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or, if he is absent or
unable or unwilling to act, by the President. Upon the written request of
any two Directors delivered to the Chairman of the Board, the President or
the Secretary of the Corporation, a special meeting shall be called.
3.2 Notice. Written notice of the time and place of special meetings
shall be delivered personally to the Directors or sent to each Director by
letter or by telegram, charges prepaid, addressed to him at his address
shown in the Corporation's records. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail at least 72
hours prior to the meeting or delivered to an overnight mail delivery
service or to the telegraph company in the place in which the principal
office of the corporation is located at least 48 hours prior to the
meeting. In case such notice is personally delivered as above provided, it
shall be so delivered at least 24 hours prior to the meeting. The
foregoing notwithstanding, if the Chairman or the President shall
determine, in his sole discretion, that the subject of the special meeting
is urgent and must be considered by the Board without delay, notice may be
given by personal delivery or by telephone not less than 12 hours prior to
the time set for the meeting, provided a confirming telegram or overnight
letter is sent to the Director contemporaneously. Such mailing,
telegraphing, telephoning or personal delivery as above provided shall be
due, legal and personal notice to such Director.
Section 4. Waiver of Notice
Any Director may waive notice of a meeting by written waiver executed
either before or after the meeting. Directors present at any regular or
special meeting shall be deemed to have received due, or to have waived,
notice thereof, provided that a director who participates in a meeting by
telephone shall not be deemed to have received or waived due notice if, at
the beginning of the meeting, he objects to the transaction of any business
because the meeting is not lawfully called.
Section 5. Quorum
A majority of the authorized number of Directors as fixed by or
pursuant to the Articles of Incorporation shall be necessary to constitute
a quorum for the transaction of business, provided, however, that a
minority of the Directors, in the absence of a quorum, may adjourn from
time to time, but may not transact any business. If a quorum is present
when the meeting convened, the directors present may continue to do
business, taking action by vote of a majority of a quorum, until
adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum or the refusal of any director present to vote.
Section 6. Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not
be given to absent Directors if the time and place is fixed at the meeting
adjourned.
Section 7. Written Consents
Anything to the contrary contained in these Bylaws notwithstanding,
any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, if all members of the Board of Directors shall
individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the
same force and effect as a unanimous vote of such Directors at a meeting.
Section 8. Voting
At all meetings of the Board, each Director present shall have one
vote. At all meetings of the Board, all questions, the manner of deciding
which is not otherwise specifically regulated by law, the Articles of
Incorporation or these Bylaws, shall be determined by a majority of the
Directors present at the meeting, provided, however, that any shares of
other corporations owned by the Corporation shall be voted only pursuant to
resolutions duly adopted upon the affirmative votes of (a) 80% of the
Directors then in office and (b) a majority of the Continuing Directors,
voting as a separate group.
Section 9. Use of Communications Equipment
Meetings of the Board of Directors may be held by means of telephone
conference calls or similar communications equipment provided that all
persons participating in the meeting can hear and communicate with each
other.
Section 10. Indemnification
10.1 Definitions. As used in this Section:
(a) The term "Expenses" shall mean any expenses or costs
(including, without limitation, attorney's fees, judgments, punitive or
exemplary damages, fines and amounts paid in settlement). If any of the
foregoing amounts paid on behalf of Indemnitee are not deductible by
Indemnitee for federal or state income tax purposes, the Corporation will
reimburse Indemnitee for tax liability with respect thereto by paying to
Indemnitee an amount which, after taking into account taxes on such amount,
equals Indemnitee's incremental tax liability.
(b) The term "Claim" shall mean any threatened, pending or
completed claim, action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether made judicially or extra-
judicially, or any separate issue or matter therein, as the context
requires.
(c) The term "Determining Body" shall mean (i) those members of
the Board of Directors who are not named as parties to the Claim for which
indemnification is being sought ("Impartial Directors"), if there are at
least three Impartial Directors, or (ii) a committee of at least three
directors appointed by the Board of Directors (regardless of whether the
members of the Board of Directors voting on such appointment are Impartial
Directors) and composed of Impartial Directors or (iii) if there are fewer
than three Impartial Directors or if the Board of Directors or a committee
appointed thereby so directs (regardless of whether the members thereof are
Impartial Directors), independent legal counsel, which may be the regular
outside counsel of the Corporation.
(d) The term "Indemnitee" shall mean each director and officer
and each former director and officer of the Corporation.
10.2 Indemnity. (a) To the extent any Expenses incurred by
Indemnitee are in excess of the amounts reimbursed or indemnified pursuant
to policies of liability insurance maintained by the Corporation, the
Corporation shall indemnify and hold harmless Indemnitee against any such
Expenses actually and reasonably incurred in connection with any Claim
against Indemnitee (whether as a subject of or party to, or a proposed or
threatened subject of or party to, the Claim) or in which Indemnitee is
involved solely as a witness or person required to give evidence, by reason
of his position (i) as a director or officer of the Corporation, (ii) as a
director or officer of any subsidiary of the Corporation or as a fiduciary
with respect to any employee benefit plan of the Corporation, or (iii) as a
director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other for-profit or not-
for-profit entity or enterprise, if such position is or was held at the
request of the Corporation, whether relating to service in such position
before or after the effective date of this Section 10, if (i) the
Indemnitee is successful in his defense of the Claim on the merits or
otherwise or (ii) the Indemnitee has been found by the Determining Body
(acting in good faith) to have met the Standard of Conduct; provided that
(a) the amount of Expenses for which the Corporation shall indemnify
Indemnitee may be reduced by the Determining Body to such amount as it
deems proper if it determines in good faith that the Claim involved the
receipt of a personal benefit by Indemnitee and (b) no indemnification
shall be made in respect of any Claim as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable for willful or intentional misconduct in
the performance of his duty to the Corporation or to have obtained an
improper benefit, unless, and only to the extent that, a court shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court shall deem
proper; and provided further that, if the Claim involves Indemnitee by
reason of his position with an entity or enterprise described in clause
(ii) or (iii) of this Section 10.2(a) and if Indemnitee may be entitled to
indemnification with respect to such Claim from such entity or enterprise,
Indemnitee shall be entitled to indemnification hereunder only (x) if he
has applied to such entity or enterprise for indemnification with respect
to the Claim and (y) to the extent that indemnification to which he would
be entitled hereunder but for this proviso exceeds the indemnification paid
by such other entity or enterprise.
(b) For purposes of this Section, the Standard of Conduct is met
when conduct by an Indemnitee with respect to which a Claim is asserted was
conduct that he reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, in the case of a Claim which is a
criminal action or proceeding, conduct that the Indemnitee had no
reasonable cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not meet the Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any Claim,
Indemnitee shall notify the Chief Executive Officer of the existence of the
Claim, who shall promptly advise the members of the Board of Directors
thereof and that establishing the Determining Body will be a matter
presented at the next regularly scheduled meeting of the Board of
Directors. After the Determining Body has been established the Chief
Executive Officer shall inform Indemnitee thereof and Indemnitee shall
immediately notify the Determining Body of all facts relevant to the Claim
known to such Indemnitee. Within 60 days of the receipt of such notice and
information, together with such additional information as the Determining
Body may request of Indemnitee, the Determining Body shall report to
Indemnitee of its determination whether Indemnitee has met the Standard of
Conduct. The Determining Body may extend the period of time for
determining whether the Standard of Conduct has been met, but in no event
shall such period of time be extended beyond an additional 60 days.
(d) If, after determining that the Standard of Conduct has been
met, the Determining Body obtains facts of which it was not aware at the
time it made such determination, the Determining Body on its own motion,
after notifying the Indemnitee and providing him an opportunity to be
heard, may, on the basis of such facts, revoke such determination, provided
that, in the absence of actual fraud by Indemnitee, no such revocation may
be made later than 30 days after final disposition of the Claim.
(e) Indemnitee shall promptly inform the Determining Body upon
his becoming aware of any relevant facts not theretofore provided by him to
the Determining Body, unless the Determining Body has obtained such facts
by other means.
(f) In the case of any Claim not involving a proposed,
threatened or pending criminal proceeding (i) if Indemnitee has, in the
good faith judgment of the Determining Body, met the Standard of Conduct,
the Corporation may, in its sole discretion, assume all responsibility for
the defense of the Claim, and, in any event, the Corporation and Indemnitee
each shall keep the other informed as to the progress of the defense of the
Claim, including prompt disclosure of any proposals for settlement;
provided that if the Corporation is a party to the Claim and Indemnitee
reasonably determines that there is a conflict between the positions of the
Corporation and Indemnitee with respect to the Claim, then Indemnitee shall
be entitled to conduct his defense with counsel of his choice; and provided
further that Indemnitee shall in any event be entitled at his expense to
employ counsel chosen by him to participate in the defense of the Claim;
and (ii) the Corporation shall fairly consider any proposals by Indemnitee
for settlement of the Claim. If the Corporation proposes a settlement of
the Claim and such settlement is acceptable to the person asserting the
Claim or the Corporation believes a settlement proposed by the person
asserting the Claim should be accepted, it shall inform Indemnitee of the
terms of such proposed settlement and shall fix a reasonable date by which
Indemnitee shall respond. If Indemnitee agrees to such terms, he shall
execute such documents as shall be necessary to make final the settlement.
If Indemnitee does not agree with such terms, Indemnitee may proceed with
the defense of the Claim in any manner he chooses, provided that if
Indemnitee is not successful on the merits or otherwise, the Corporation's
obligation to indemnify such Indemnitee as to any Expenses incurred by
following his disagreement shall be limited to the lesser of (A) the total
Expenses incurred by Indemnitee following his decision not to agree to such
proposed settlement or (B) the amount that the Corporation would have paid
pursuant to the terms of the proposed settlement. If, however, the
proposed settlement would impose upon Indemnitee any requirement to act or
refrain from acting that would materially interfere with the conduct of
Indemnitee's affairs, Indemnitee shall be permitted to refuse such
settlement and proceed with the defense of the Claim, if he so desires, at
the Corporation's expense in accordance with the terms and conditions of
these Bylaws without regard to the limitations imposed by the immediately
preceding sentence. In any event, the Corporation shall not be obligated
to indemnify Indemnitee for an amount paid in settlement that the
Corporation has not approved.
(g) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to conduct the
defense of the Claim and to make all decisions with respect thereto, with
counsel of his choice; provided that the Corporation shall not be obligated
to indemnify Indemnitee for an amount paid in settlement that the
Corporation has not approved.
(h) After notification to the Corporation of the existence of a
Claim, Indemnitee may from time to time request of the Chief Executive
Officer or, if the Chief Executive Officer is a party to the Claim as to
which indemnification is being sought, any officer who is not a party to
the Claim and who is designated by the Chief Executive Officer (the
"Disbursing Officer"), which designation shall be made promptly after
receipt of the initial request, that the Corporation advance to Indemnitee
the Expenses (other than fines, penalties, judgments or amounts paid in
settlement) that he incurs in pursuing a defense of the Claim prior to the
time that the Determining Body determines whether the Standard of Conduct
has been met. The Disbursing Officer shall pay to Indemnitee the amount
requested (regardless of Indemnitee's apparent ability to repay the funds)
upon receipt of an undertaking by or on behalf of Indemnitee to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation under the circumstances, provided that if
the Disbursing Officer does not believe such amount to be reasonable, he
shall advance the amount deemed by him to be reasonable and Indemnitee may
apply directly to the Determining Body for the remainder of the amount
requested.
(i) After a determination that the Standard of Conduct has been
met, for so long as and to the extent that the Corporation is required to
indemnify Indemnitee under these Bylaws, the provisions of Paragraph (h)
shall continue to apply with respect to Expenses incurred after such time
except that (i) no undertaking shall be required of Indemnitee and (ii) the
Disbursing Officer shall pay to Indemnitee the amount of any fines,
penalties or judgments against him which have become final for which the
Corporation is obligated to indemnify him or any amount of indemnification
ordered to be paid to him by a court.
(j) Any determination by the Corporation with respect to
settlement of a Claim shall be made by the Determining Body.
(k) The Corporation and Indemnitee shall keep confidential to
the extent permitted by law and their fiduciary obligations all facts and
determinations provided pursuant to or arising out of the operation of
these Bylaws and the Corporation and Indemnitee shall instruct its or his
agents and employees to do likewise.
10.3 Enforcement. (a) The rights provided by this Section shall be
enforceable by Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights
under this Section, Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and
all Expenses actually and reasonably incurred by him in connection with
such proceeding, but only if he prevails therein. If it shall be
determined that Indemnitee is entitled to receive part but not all of the
relief sought, then Indemnitee shall be entitled to be reimbursed for all
Expenses incurred by him in connection with such proceeding if the
indemnification amount to which he is determined to be entitled exceeds 50%
of the amount of his claim. Otherwise, the Expenses sought incurred by
Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
(c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is not
entitled to Expenses sought with respect to any Claim.
10.4 Saving Clause. If any provision of this Section is determined
by a court having jurisdiction over the matter to require the Corporation
to do or refrain from doing any act that is in violation of applicable law,
the court shall be empowered to modify or reform such provision so that, as
modified or reformed, such provision provides the maximum indemnification
permitted by law and such provision, as so modified or reformed, and the
balance of this Section, shall be applied in accordance with their terms.
Without limiting the generality of the foregoing, if any portion of this
Section shall be invalidated on any ground, the Corporation shall
nevertheless indemnify and Indemnitee to the full extent permitted by any
applicable portion of this Section that shall not have been invalidated and
to the full extent permitted by law with respect to that portion that has
been invalidated.
10.5 Non-Exclusivity. (a) The indemnification and payment of
Expenses provided by or granted pursuant to this Section shall not be
deemed exclusive of any other rights to which Indemnitee is or may become
entitled under any statute, article of incorporation, bylaw, authorization
of shareholders or directors, agreement or otherwise.
(b) It is the intent of the Corporation by this Section to
indemnify and hold harmless Indemnitee to the fullest extent permitted by
law, so that if applicable law would permit the Corporation to provide
broader indemnification rights than are currently permitted, the
Corporation shall indemnify and hold harmless Indemnitee to the fullest
extent permitted by applicable law notwithstanding that the other terms of
this Section would provide for lesser indemnification.
10.6 Successors and Assigns. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of
Indemnitee's heirs, personal representatives, and assigns and to the
benefit of the Corporation, its successors and assigns.
10.7 Indemnification of Other Persons. The Corporation may indemnify
any person not a director or officer of the Corporation to the extent
authorized by the Board of Directors or a committee of the Board expressly
authorized by the Board of Directors.
Section 11. Certain Qualifications
No person shall be eligible for nomination, election or service as a
director of the Corporation who shall (i) in the opinion of the Board of
Directors fail to respond satisfactorily to the Corporation respecting any
inquiry of the Corporation for information to enable the Corporation to
make any certification required by the Federal Communications Commission
under the Anti-Drug Abuse Act of 1988 or to determine the eligibility of
such persons under this section; (ii) have been arrested or convicted of
any offense concerning the distribution or possession of, or trafficking
in, drugs or other controlled substances, provided that in the case of an
arrest the Board of Directors may in its discretion determine that
notwithstanding such arrest such persons shall remain eligible under this
Section; or (iii) have engaged in actions that could lead to such an arrest
or conviction and that the Board of Directors determines would make it
unwise for such person to serve as a director of the Corporation. Any
person serving as a director of the Corporation shall automatically cease
to be a director on such date as he ceases to have the qualifications set
forth in this Section, and his position shall be considered vacant within
the meaning of the Articles of Incorporation of the Corporation.
ARTICLE III
COMMITTEES
Section 1. Committees
1.1 Standing Committees. The Board of Directors shall have six
standing committees, the names, functions and powers of each of which shall
be as follows:
A. The Executive Committee shall consist of not less than three
Directors, one of whom shall be the Chairman of the Board, who shall also
serve as chairman of the Executive Committee. To the full extent permitted
by law and the Articles of Incorporation, the Executive Committee shall
have and may exercise all of the powers of the Board in the management of
the business and affairs of the Corporation when the Board is not in
session.
B. The Compensation Committee shall consist of two or more Directors
(the exact number of which shall be set from time to time by the Board),
none of whom shall be a current or former officer or employee of the
Corporation or any of its subsidiaries. The Compensation Committee is
empowered to:
1. after receiving and considering the recommendations of the
Chief Executive Officer, determine from time to time the salary
of the Corporation's executive officers (as defined in Section
1.2 of Article I of these Bylaws) and the fees of the
Corporation's directors;
2. administer each of the Corporation's incentive compensation
plans and stock-based plans (including its 1983 Restricted
Stock Plan, Key Employee Incentive Compensation Plan, 1988
Incentive Compensation Program, 1990 Incentive Compensation
Program, 1995 Incentive Compensation Plan and any successor
plans), and exercise all powers provided for in such plans;
3. approve any (i) proposed plan or arrangement offering or
providing any benefits to one or more of the Corporation's
executive officers or directors ( other than any plan or
arrangement offering benefits that do not discriminate in scope,
terms or operation in favor of executive officers or directors
and that are generally available to all salaried employees) and
(ii) proposed amendment or change to any such plan or arrangement;
4. approve any (i) proposed employment or severance contract between
the Corporation and an executive officer or proposed executive
officer thereof and (ii) proposed extension or material amendment
thereto;
5. issue executive compensation reports to the Corporation's
shareholders in the manner required under the rules and
regulations of the U.S. Securities and Exchange Commission;
6. retain independent consultants and legal advisors who will report
directly to the Compensation Committee and be paid with funds of
the Corporation; and
7. if requested by the Board, (i) review, determine or approve the
compensation of any non-executive officer of the Corporation or
any officer of the Corporation's subsidiaries, (ii) review,
determine or approve any proposed amendments, contributions or
changes to any of the Corporation's employee benefit plans,
welfare plans, insurance or other benefit arrangements that are
not directly administered or monitored by the Compensation
Committee pursuant to the powers granted in paragraphs 2 and 3
above, and (iii) perform such other services as may be delegated
to it by the Board.
No action of the type described in paragraphs 1 - 6 shall be valid
unless it has been approved by the Compensation Committee or a duly-
authorized subcommittee thereof. All actions of the Compensation Committee
or any subcommittee thereof shall be subject to ratification by the full
Board of Directors unless the Compensation Committee or the subcommittee
reasonably determines that submitting a matter to the full Board of
Directors for ratification would be prohibited by, or contrary to the
intents and purposes of, any laws, rules, or regulations that require or
contemplate that such matter be authorized by independent directors.
C. The Nominating Committee shall consist of two or more Directors
and shall perform the following functions:
1. To consider and recommend to the Board nominees for election by
shareholders or for appointment by the remaining Directors to
fill vacancies on the Board;
2. To review and consider the performance of and to recommend
the appointment or reappointment of officers of the Corporation.
D. The Audit Committee shall consist of two or more Directors, none
of whom shall otherwise be employed by the Corporation, and shall have the
following responsibilities:
1. To recommend to the Board the engagement or discharge of
the Corporation's independent auditor of its financial statements;
2. To direct and supervise all investigations into matters relating
to or rising from the performance and results of each independent
audit;
3. To review with the Corporation's independent auditor the plan
and results of each independent audit engagement;
4. To review the scope, adequacy and results of the Corporation's
internal auditing procedures;
5. To review and to approve or disapprove each service to be performed
for the Corporation by the independent auditor before such service
is performed; except that the Committee is authorized to permit
the President or the Chief Financial Officer to engage the
independent auditor or perform any category of service specified by
the Committee under circumstances deemed appropriate by the Audit
Committee;
6. To review the degree of independence of the independent auditor;
7. To consider the range of audit and non-audit fees; and
8. To review the adequacy of the Corporation's system of internal
accounting controls.
E. The Insurance Evaluation Committee shall consist of two or more
Directors, and shall have the following responsibilities:
1. To review periodically the Corporation's insurance programs
and to advise and recommend any action deemed appropriate
with respect thereto; and
2. To review periodically the Corporation's insurance needs and to
advise and recommend any action deemed appropriate with respect
thereto.
F. The Shareholder Relations Committee shall consist of three or
more non-officer directors and shall have the authority of the Board of
Directors with respect to investigating, inquiring into and considering
issues related to certain shareholders' interest and rights and considering
and acting upon shareholder matters as assigned, from time to time, by the
Chairman of the Board.
1.2 Special Purpose Committees. The Board may authorize on an ad hoc
basis special pricing committees in connection with the issuance of
securities or such other special purpose committees as may be necessary or
appropriate in connection with the Board's management of the business and
affairs of the Corporation.
1.3 Subcommittees. As necessary or appropriate, each of the standing
committees listed in Section 1.1 may organize a standing or ad hoc
subcommittee for such purposes within the scope of its powers as it sees
fit, and may delegate to such subcommittee any of its powers as may be
necessary or appropriate to enable such subcommittee to discharge its
duties and responsibilities. Any such subcommittee shall be composed of
two or more members of the standing committee. Each subcommittee member
shall hold office during the term designated by the standing committee,
provided that such term shall automatically lapse if such member ceases to
be a member of the standing committee or fails to meet any other
qualifications that may be imposed by the standing committee.
Section 2. Appointment and Removal of Committee Members
Subject to Section 5 below, Directors shall be appointed to or removed
from a committee only upon the affirmative votes of:
1. A majority of the Directors then in office; and
2. A majority of the Continuing Directors, voting as a separate group.
Each member of a committee shall hold office during the term
designated by the Board.
Section 3. Procedures for Committees
Each Committee and subcommittee shall keep written minutes of its
meetings. All action taken by a committee or any of its subcommittees
shall be reported to the Board of Directors at its next meeting, whether
regular or special. Failure to keep written minutes or to make such a
report shall not affect the validity of action taken by a committee or
subcommittee. Each committee or subcommittee may adopt such regulations
(not inconsistent with the Articles of Incorporation, these Bylaws or any
regulations specified for such committee by the Board of Directors or for
such subcommittee by the standing committee that authorized its
organization under Section 1.3) as it shall deem necessary for the proper
conduct of its functions and the performance of its responsibilities.
Section 4. Meetings
A majority of the members of any committee or subcommittee shall
constitute a quorum and action by a majority (or by any super-majority
required by law, the Articles of Incorporation, these Bylaws or any
applicable resolution adopted by the Board of Directors) of a quorum at any
meeting of a committee or subcommittee shall be deemed action by the
committee or subcommittee. The Committee or subcommittee may also take
action without meeting if all members thereof consent in writing thereto.
Meetings of a committee or subcommittee may be held by telephone conference
calls or other communications equipment provided each person participating
may hear and be heard by all other meeting participants.
Section 5. Authority of Chairman to Appoint Committees
Whenever the Board of Directors is not in session, the Chairman may
fill vacancies in any committees and may create such new committees as he
deems necessary or useful and appoint Directors as members thereof. Any
such action by the Chairman, and any action taken by such new committee,
shall be subject to ratification or disapproval by the Board at its next
meeting.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
Unless otherwise required by law or these By-laws, all meetings of the
shareholders shall be held at the principal office of the Corporation or at
such other place, within or without the State of Louisiana, as may be
designated by the Board of Directors.
Section 2. Annual Meeting
An annual meeting of the shareholders shall be held on the date and at
the time as the Board of Directors shall designate for the purpose of
electing directors and for the transaction of such other business as may be
properly brought before the meeting. If no annual shareholders' meeting is
held for a period of 18 months, any shareholder may call such meeting to be
held at the registered office of the Corporation as shown on the records of
the Secretary of State of the State of Louisiana.
Section 3. Special Meetings
Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board, the President or the Board of
Directors. Subject to the terms of any outstanding class or series of
Preferred Stock that entitles the holders thereof to call special meetings,
the holders of a majority of the Total Voting Power shall be required to
cause the Secretary of the Corporation to call a special meeting of
shareholders pursuant to La. R.S. 12:73B (or any successor provision).
Such requests of shareholders must state the specific purpose or purposes
of the proposed special meeting, and the business to be brought before such
meeting by the shareholders shall be limited to such purpose or purposes.
Section 4. Notice of Meetings
Except as otherwise provided by law, the authorized person or persons
calling a shareholders' meeting shall cause written notice of the time and
place of the meeting to be given to all shareholders of record entitled to
vote at such meeting at least 10 days and not more than 60 days prior to
the day fixed for the meeting. Notice of the annual meeting need not state
the purpose or purposes thereof, unless action is to be taken at the
meeting as to which notice is required by law, the Articles of
Incorporation or the Bylaws. Notice of a special meeting shall state the
purpose or purposes thereof. Any previously scheduled meeting of the
shareholders may be postponed, and (unless provided otherwise by law or the
Articles of Incorporation) any special meeting of the shareholders may be
canceled, by resolution of the Board of Directors upon public notice given
prior to the date previously scheduled for such meeting of shareholders.
Section 5. Notice of Shareholder Nominations and Shareholder Business
5.1 Business Brought Before Meetings. At any meeting of the
shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. Nominations for the election of
directors at a meeting at which directors are to be elected may be made by
or at the direction of the Board of Directors, or a committee duly
appointed thereby, or by any shareholder of record entitled to vote
generally for the election of directors who complies with the procedures
set forth below. Other matters to be properly brought before a meeting of
the shareholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
including matters covered by Rule 14a-8 of the Securities and Exchange
Commission, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by any shareholder of record entitled to vote at such
meeting who complies with the procedures set forth below.
5.2 Required Notice. A notice of the intent of a shareholder to make
a nomination or to bring any other matter before the meeting shall be made
in writing and received by the Secretary of the Corporation not more than
210 days and not less than 70 days in advance of the first anniversary of
the preceding year's annual meeting of shareholders or, in the event of a
special meeting of shareholders or an annual meeting scheduled to be held
either 30 days earlier or later than such anniversary date, such notice
shall be received by the Secretary of the Corporation within 15 days of the
earlier of the date on which notice of such meeting is first mailed to
shareholders or public disclosure of the meeting date is made. In no event
shall the public announcement of an adjournment of a shareholders' meeting
commence a new time period for the giving of a shareholder's notice as
described above.
5.3 Contents of Notice. Every such notice by a shareholder shall set
forth:
(a) the name, age, business address and residential address of
the shareholder of record who intends to make a nomination or bring up any
other matter, and any beneficial owner or other person acting in concert
with such shareholder;
(b) a representation that the shareholder is a holder of record
of shares of the Corporation's capital stock that accord such shareholder
the voting rights specified in paragraph 5.1 above and that the shareholder
intends to appear in person at the meeting to make the nomination or bring
up the matter specified in the notice;
(c) with respect to notice of an intent to make a nomination, a
description of all agreements, arrangements or understandings among the
shareholder, any person acting in concert with the shareholder, each
proposed nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
the shareholder;
(d) with respect to notice of an intent to make a nomination,
(i) the name, age, business address and residential address of each person
proposed for nomination, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of capital stock of the
Corporation of which such person is the beneficial owner, and (iv) any
other information relating to such person that would be required to be
disclosed in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had such nominee been nominated by the
Board of Directors; and
(e) with respect to notice of an intent to bring up any other
matter, a complete and accurate description of the matter, the reasons for
conducting such business at the meeting, and any material interest in the
matter of the shareholder and the beneficial owner, if any, on whose behalf
the proposal is made.
5.4 Other Required Information. Notice of an intent to make a
nomination shall be accompanied by the written consent of each nominee to
serve as a director of the Corporation if so elected and an affidavit of
each such nominee certifying that he meets the qualifications specified in
Section 11 of Article II of these Bylaws. The Corporation may require any
proposed nominee to furnish such other information or certifications as may
be reasonably required by the Corporation to determine the eligibility and
qualifications of such person to serve as a director.
5.5 Disqualification of Certain Proposals. With respect to any
proposal by a shareholder to bring before a meeting any matter other than
the nomination of directors, the following shall govern:
(a) If the Secretary of the Corporation has received sufficient
notice of a proposal that may properly be brought before the meeting, a
proposal sufficient notice of which is subsequently received by the
Secretary and that is substantially duplicative of the first proposal shall
not be properly brought before the meeting. If in the judgment of the
Board of Directors a proposal deals with substantially the same subject
matter as a prior proposal submitted to shareholders at a meeting held
within the preceding five years, it shall not be properly brought before
any meeting held within three years after the latest such previous
submission if (i) the proposal was submitted at only one meeting during
such preceding period and it received affirmative votes representing less
than 3% of the total number of votes cast in regard thereto, (ii) the
proposal was submitted at only two meetings during such preceding period
and it received at the time of its second submission affirmative votes
representing less than 6% of the total number of votes cast in regard
thereto, or (iii) the proposal was submitted at three or more meetings
during such preceding period and it received at the time of its latest
submission affirmative votes representing less than 10% of the total number
of votes cast in regard thereto.
(b) Notwithstanding compliance with all of the procedures set
forth above in this Section, no proposal shall be deemed to be properly
brought before a meeting of shareholders if, in the judgment of the Board,
it is not a proper subject for action by shareholders under Louisiana law.
5.6 Power to Disregard Proposals. At the meeting of shareholders,
the chairman shall declare out of order and disregard any nomination or
other matter not presented in accordance with the foregoing procedures or
which is otherwise contrary to the foregoing terms and conditions.
5.7 Rights of Shareholders Under Federal Proxy Rules. Nothing in
this Section shall be deemed to modify any rights or obligations of
shareholders with respect to requesting inclusion of proposals in the
Corporation's proxy statement or soliciting their own proxies pursuant to
the proxy rules of the Securities and Exchange Commission.
5.8 Rights of Preferred Shareholders. Nothing in this Section shall
be deemed to modify any rights of holders of any outstanding class or
series of Preferred Stock to elect directors or bring other matters before
a shareholders' meeting in the manner specified by the terms and conditions
governing such stock.
Section 6. Quorum
6.1 Establishment of Quorum. At all meetings of shareholders, the
holders of a majority of the Total Voting Power shall constitute a quorum
to organize the meeting, provided, however, that at any meeting the notice
of which sets forth any matter that, by law or the Articles of
Incorporation, must be approved by the affirmative vote of the holders of a
specified percentage in excess of a majority of the Total Voting Power
present or represented at the shareholders' meeting, the holders of that
specified percentage shall constitute a quorum, and further provided that
when specified business is to be voted on by a class or series of stock
voting as a class, the holders of a majority of the voting power of such
class or series shall constitute a quorum of such class or series for the
transaction of such business. Shares of Voting Stock as to which the
holders have voted or abstained from voting with respect to any matter
considered at a meeting, or which are subject to Non-Votes (as defined in
Section 6.3 below), shall be counted as present for purposes of
constituting a quorum to organize a meeting.
6.2 Withdrawal. If a quorum is present or represented at a duly
organized meeting, such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum, or the refusal of any shareholders present to vote.
6.3 Non-Votes. As used in these Bylaws, "Non-Votes" shall mean the
number of votes as to which the record holder or proxy holder of shares of
Capital Stock has been precluded from voting thereon (whether by law,
regulations of the Securities and Exchange Commission, rules or bylaws of
any national securities exchange or other self-regulatory organization, or
otherwise), including without limitation votes as to which brokers may not
or do not exercise discretionary voting power under the rules of the New
York Stock Exchange with respect to any matter for which the broker has not
received voting instructions from the beneficial owner of the voting
shares.
Section 7. Voting Power Present or Represented
For purposes of determining the amount of Total Voting Power present
or represented at any annual or special meeting of shareholders with
respect to voting on any particular matter, shares as to which the holders
have abstained from voting, and shares which are subject to Non-Votes (as
defined in Section 6.3), will be treated as not present and not cast.
Section 8. Voting Requirements
When a quorum is present at any meeting, the vote of the holders of a
majority of the Total Voting Power present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of law or the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Directors shall be elected by plurality vote.
Section 9. Proxies
At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such shareholder and bearing a date not
more than 11 months prior to the meeting, unless the instrument provides
for a longer period, but in no case will an outstanding proxy be valid for
longer than three years from the date of its execution. The person
appointed as proxy need not be a shareholder of the Corporation.
Section 10. Adjournments
10.1 Adjournments of Meetings. Adjournments of any annual or special
meeting of shareholders may be taken without new notice being given unless
a new record date is fixed for the adjourned meeting, but any meeting at
which directors are to be elected shall be adjourned only from day to day
until such directors shall have been elected.
10.2 Lack of Quorum. If a meeting cannot be organized because a
quorum has not attended, those present may adjourn the meeting to such time
and place as they may determine, subject, however, to the provisions of
Section 10.1 hereof. In the case of any meeting called for the election of
directors, those who attend the second of such adjourned meetings, although
less that a quorum as fixed in Section 6.1 hereof, shall nevertheless
constitute a quorum for the purpose of electing directors.
Section 11. Written Consents
Any action required or permitted to be taken at any annual or special
meeting of shareholders may be taken only upon the vote of the
shareholders, present in person or represented by duly authorized proxy, at
an annual or special meeting duly noticed and called, as provided in these
Bylaws, and may not be taken by a written consent of the shareholders
pursuant to the Business Corporation Law of the State of Louisiana.
Section 12 List of Shareholders
At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by the
agent of the Corporation having charge of transfers of shares, showing the
number and class of shares held by each shareholder on the record date for
the meeting, shall be produced on the request of any shareholder.
Section 13. Procedure at Shareholders' Meetings
The Chairman of the Board, or in his absence, the Vice Chairman, shall
preside as chairman at all shareholders' meetings. The organization of
each shareholders' meeting and all matters relating to the manner of
conducting the meeting shall be determined by the chairman, including the
order of business, the conduct of discussion and the manner of voting.
Meetings shall be conducted in a manner designed to accomplish the business
of the meeting in a prompt and orderly fashion and to be fair and equitable
to all shareholders, but it shall not be necessary to follow Roberts' Rules
of Order or any other manual of parliamentary procedure.
ARTICLE V
CERTIFICATES OF STOCK
Certificates of stock issued by the Corporation shall be numbered and
shall be entered into the books of the Corporation as they are issued.
They shall exhibit the holder's name and number of shares and shall be
signed by the President or any Vice-President and by the Treasurer,
Secretary or any Assistant Secretary, all in the manner required by law.
ARTICLE VI
REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any beneficial, equitable or other claim to
or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, except as expressly provided
by the laws of Louisiana.
ARTICLE VII
LOSS OF CERTIFICATE
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, and the Board of
Directors, the General Counsel or the Secretary may, in his or its
discretion, require the owner of the lost of destroyed certificate or his
legal representative, to give the Corporation a bond, in such sum as the
Board of Directors, the General Counsel or the Secretary may require, to
indemnify the Corporation against any claim that may be made against the
Corporation on account of the alleged loss or destruction of any such
certificate; a new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed, may be issued without
requiring any bond when, in the judgment of the Board of Directors, the
General Counsel or the Secretary, it is proper to do so.
ARTICLE VIII
CHECKS
All checks, drafts and notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
ARTICLE IX
DIVIDENDS
Dividends upon the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meetings, pursuant to law.
ARTICLE X
INAPPLICABILITY OF LOUISIANA CONTROL SHARE STATUTE
Effective May 23, 1995, the provisions of La. R.S. 12:135 through
12:140.2 shall not apply to control share acquisitions of shares of the
Corporation's Capital Stock.
ARTICLE XI
CERTAIN DEFINITIONS
The terms Capital Stock, Continuing Directors, Total Voting Power and
Voting Stock shall have the meanings ascribed to them in the Articles of
Incorporation, provided, however, that for purposes of Sections 3 and 6 of
Article IV of these Bylaws, Total Voting Power shall mean the total number
of votes that holders of Capital Stock are entitled to cast generally in
the election of directors.
ARTICLE XII
AMENDMENTS
These Bylaws may only be altered, amended or repealed in the manner
specified in the Articles of Incorporation.
EXHIBIT 5
[Jones, Walker Letterhead]
November 27, 1996
Century Telephone Enterprises, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
RE: Registration Statement on Form S-4
Century Telephone Enterprises, Inc. ("Century")
Gentlemen:
We have acted as Century's special counsel in connection with the
preparation of the registration statement on Form S-4 (the "Registration
Statement") filed by Century with the Securities and Exchange Commission
(the "Commission") on the date hereof relating to the registration of
75,000 shares of Century's preferred stock, par value $25.00 per share,
issuable in series, and 1,500,000 shares of Century's common stock, par
value $1.00 per share (collectively, the "Registered Securities"). In
connection with rendering the opinions expressed below, we have examined
original, photostatic or certified copies of (i) the resolutions adopted by
the Board of Directors of Century on November 21, 1996 (the "November
Resolutions") and (ii) such other records of Century, certificates of
Century's officers and public officials, and such other documents as we
have deemed relevant. In our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such documents.
Based upon the foregoing and subject to the following qualifications
and comments, we are of the opinion that the proposed issuance of the
Registered Securities has been duly authorized by Century's Board of
Directors and the Registered Securities will, when issued in accordance
with the terms and conditions of the November Resolutions and the
Registration Statement, be validly issued.
The opinions rendered herein are specifically limited to currently
applicable United States federal law and the laws of the State of Louisiana
as they relate to the opinions expressed herein. We are members of the bar
of the State of Louisiana and have neither been admitted to nor purport to
be experts on the laws of any other jurisdiction. We express no opinion as
to the application of the securities or blue sky laws of the various states
to the sale of any Registered Securities.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming
a part thereof under the caption "Legal Matters." In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
general rules and regulations of the Commission.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Kenneth J. Najder
______________________________________
Kenneth J. Najder
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Century Telephone Enterprises, Inc.
We consent to the use of our report dated January 29, 1996, incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the prospectus constituting part of the Registration Statement
on Form S-4 of Century Telephone Enertprises, Inc.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Shreveport, Louisiana
November 27, 1996
