SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CENTURY TELEPHONE ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
Board of Directors of Century Telephone Enterprises, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
11:1
4) Proposed maximum aggregate value of transaction:
Set forth amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form of Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed
<PAGE>
[CTEI LETTERHEAD]
Dear Shareholder:
The enclosed proxy card solicited on behalf of the Board of
Directors of Century Telephone Enterprises, Inc. (the "Company")
indicates the number of votes that you will be entitled to cast
at the Company's Annual Meeting of Shareholders to be held May 9,
1996 (the "Annual Meeting"), according to the stock records of
the Company. At the Annual Meeting, the shareholders will
consider and vote upon the election of five Class II directors.
The Company's Articles of Incorporation, the relevant
provisions of which are printed on the reverse side of this
letter, provide that each voting share of the Company that has
been "beneficially owned" continuously since May 30, 1987
entitles the holder thereof to ten votes, subject to compliance
with certain procedures; each other voting share entitles the
holder thereof to one vote. In general, shares registered in the
name of any natural person or estate that are represented by
certificates dated prior to May 30, 1987 are presumed to have ten
votes per share. All other shares are presumed to have only one
vote per share.
The Articles of Incorporation, however, set forth a list of
circumstances in which the foregoing presumption may be refuted.
Please review the provisions on the reverse side of this letter
and, if you believe that the information set forth on your proxy
card is incorrect or a presumption made with respect to your
shares should not apply, send a letter to the Company at the
above address briefly describing the reasons for your belief.
Merely marking the proxy card will not be sufficient notification
to the Company that you believe the voting information thereon is
incorrect.
The Company will consider all letters received prior to the
date of the Annual Meeting and, when a return address is provided
in the letter, will promptly advise each shareholder concerned of
its decision with respect thereto, although in many cases the
Company will not have time to inform a shareholder of its
decision prior to the time the shares are voted. In limited
circumstances, the Company may require additional information
before a determination will be made. If you have any questions
about the Company's voting procedures, please call the Company at
(318) 388-9500.
Very truly yours,
/s/ Clarke M. Williams
Clarke M. Williams
Chairman of the Board
March 20, 1996
<PAGE>
[CTEI LETTERHEAD]
Dear Shareholder:
The enclosed proxy card solicited on behalf of the Board of
Directors of Century Telephone Enterprises, Inc. (the "Company")
indicates the number of shares that you will be entitled to have
voted at the Company's Annual Meeting of Shareholders to be held
May 9, 1996 (the "Annual Meeting"), according to the records of
your broker, bank or other nominee. At the Annual Meeting, the
shareholders will consider and vote upon the election of five
Class II directors.
The Company's Articles of Incorporation, the relevant
provisions of which are printed on the reverse side of this
letter, provide that each voting share of the Company that has
been "beneficially owned" continuously since May 30, 1987
entitles the holder thereof to ten votes, subject to compliance
with certain procedures; each other voting share entitles the
holder thereof to one vote. All shares held through a broker,
bank or other nominee, however, are presumed to have one vote per
share. The Articles of Incorporation set forth a list of
circumstances in which this presumption may be refuted by the
person who has held all of the attributes of beneficial ownership
referred to in Paragraph 2 of the voting provisions printed on
the reverse side of this letter since May 30, 1987. Please
review those provisions and, if you believe that some or all of
your shares are entitled to ten votes, you may follow one of the
two procedures outlined below.
First, you may write a letter to the Company at the above
address describing the reasons for your belief. The letter
should contain your name (unless you prefer to remain anonymous),
the name of the brokerage firm, bank or other nominee holding
your shares, your account number with such nominee and the number
of shares you have beneficially owned continuously since May 30,
1987. Alternatively, you may ask your broker, bank or other
nominee to write a letter to the Company on your behalf stating
your account number and indicating the number of shares that you
have beneficially owned continuously since May 30, 1987. In
either case, your letter should indicate how you wish to have
your shares voted at the Annual Meeting so that, once a
determination as to voting power is made, your votes may be
counted.
The Company will consider all letters received prior to the
date of the Annual Meeting and, when a return address is provided
in the letter, will promptly advise each beneficial owner or
nominee, as the case may be, concerned of its decision with
respect thereto, although in many cases the Company will not have
time to inform an owner or nominee of its decision prior to the
time the shares are voted. In limited circumstances, the Company
may require additional information before a determination will be
made. If you have any questions about the Company's voting
procedures, please call the Company at (318) 388-9500.
Very truly yours,
/s/ Clarke M. Williams
Clarke M. Williams
Chairman of the Board
March 20, 1996
<PAGE>
[CTEI LETTERHEAD]
Dear Participants in the Company's Stock Bonus Plan and PAYSOP,
Employee Stock Ownership Plan, Dollars & Sense Plan or
Retirement Savings Plan for Bargaining Unit Employees:
As a participant in one or more of the above-listed plans
you are entitled to direct the exercise of voting power with
respect to shares of the Company's Common Stock held in such
plans in connection with the Company's 1996 Annual Meeting of
Shareholders. At such meeting, the shareholders will consider
and vote upon the election of five Class II directors.
If you choose to direct the exercise of the plans' voting
power, all of your instructions (subject to certain limited
exceptions) will be deemed to be made by you in your capacity as
a "named fiduciary" under the plans, which require you to direct
your votes in a manner that you believe to be prudent and in the
best interests of the participants of each respective plan. If
you wish to direct the exercise of such voting power in such
manner, please complete and return the enclosed voting
instruction card or cards no later than the close of business on
May 7, 1996 in accordance with the accompanying instructions.
Most of you will receive the attached proxy materials of the
Company from both (i) Regions Bank of Louisiana ("Regions Bank"),
which is the trustee for the Company's Stock Bonus Plan and
PAYSOP and Employee Stock Ownership Plan, and (ii) BZW Barclays
Global Investors, N.A. ("BZW Barclays"), which is the trustee for
the Company's Dollars & Sense and Retirement Savings Plans. To
ensure that your voting instructions are counted, please
carefully review the instructions separately provided by each
such trustee. It is important that all voting instruction cards
relating to the Stock Bonus, PAYSOP or Employee Stock Ownership
Plans are returned ONLY to Regions Bank and that all voting
instruction cards relating to the Dollars & Sense and Retirement
Savings Plans are returned ONLY to BZW Barclays.
If after reading the accompanying instructions you have any
questions regarding the enclosed voting instruction cards, please
contact the trustee responsible for administering the plan or
plans to which your questions relate.
Very truly yours,
/s/ Clarke M. Williams
Clarke M. Williams
Chairman of the Board
March 20, 1996
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
100 Century Park Drive
Monroe, Louisiana 71203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The Annual Meeting of Shareholders of Century Telephone
Enterprises, Inc. (the "Company") will be held at 2:00 p.m.,
local time, on May 9, 1996, at the Holiday Inn Professional
Centre/Atrium, 2001 Louisville Avenue, Monroe, Louisiana, for the
following purposes:
1. To elect five Class II directors; and
2. To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
March 11, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting and
all adjournments thereof.
By Order of the Board of Directors
/s/ Harvey P. Perry
HARVEY P. PERRY, Secretary
Dated: March 20, 1996
________________________________________
SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
EVEN IF YOU EXPECT TO ATTEND, IT IS IMPORTANT THAT YOU PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. IF YOU
PLAN TO ATTEND AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY
DO SO AT ANY TIME BEFORE YOUR PROXY IS VOTED.
________________________________________
<PAGE>
VOTING PROVISIONS
Paragraph C of Article III of the Company's Articles of Incorporation
provides as follows:
* * * *
(1) Each share of Common Stock and each outstanding share of the
Series A and H Preferred Stock ("Voting Preferred Stock") which has been
beneficially owned continuously by the same person since May 30, 1987 will
entitle such person to ten votes with respect to such share on each matter
properly submitted to the shareholders of the Corporation for their vote,
consent, waiver, release or other action when the Common Stock and the
Voting Preferred Stock vote together with respect to such matter.
(2) (a) For purposes of this paragraph C, a change in beneficial
ownership of a share of the Corporation's stock shall be deemed to have
occurred whenever a change occurs in any person or group of persons who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares (i) voting power, which includes
the power to vote, or to direct the voting of such share; (ii) investment
power, which includes the power to direct the sale or other disposition of
such share; (iii) the right to receive or retain the proceeds of any sale
or other disposition of such share; or (iv) the right to receive
distributions, including cash dividends, in respect to such share.
(b) In the absence of proof to the contrary provided in
accordance with the procedures referred to in subparagraph (4) of this
paragraph C, a change in beneficial ownership shall be deemed to have
occurred whenever a share of stock is transferred of record into the name
of any other person.
(c) In the case of a share of Common Stock or Voting Preferred
Stock held of record in the name of a corporation, general partnership,
limited partnership, voting trustee, bank, trust company, broker, nominee
or clearing agency, or in any other name except a natural person, if it has
not been established pursuant to the procedures referred to in subparagraph
(4) that such share was beneficially owned continuously since May 30, 1987
by the person who possesses all of the attributes of beneficial ownership
referred to in clauses (i) through (iv) of subparagraph (2)(a) of this
paragraph C with respect to such share of Common Stock or Voting Preferred
Stock, then such share of Common Stock or Voting Preferred Stock shall
carry with it only one vote regardless of when record ownership of such
share was acquired.
(d) In the case of a share of stock held of record in the name
of any person as trustee, agent, guardian or custodian under the Uniform
Gifts to Minors Act, the Uniform Transfers to Minors Act or any comparable
statute as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of
such trust, the principal of such agent, the ward of such guardian or the
minor for whom such custodian is acting.
(3) Notwithstanding anything in this paragraph C to the contrary, no
change in beneficial ownership shall be deemed to have occurred solely as a
result of:
(a) any event that occurred prior to May 30, 1987, including
contracts providing for options, rights of first refusal and similar
arrangements, in existence on such date to which any holder of shares of
stock is a party;
(b) any transfer of any interest in shares of stock pursuant to
a bequest or inheritance, by operation of law upon the death of any
individual, or by any other transfer without valuable consideration,
including a gift that is made in good faith and not for the purpose of
circumventing this paragraph C;
(c) any change in the beneficiary of any trust, or any
distribution of a share of stock from trust, by reason of the birth, death,
marriage or divorce of any natural person, the adoption of any natural
person prior to age 18 or the passage of a given period of time or the
attainment by any natural person of a specified age, or the creation or
termination of any guardianship or custodian arrangement; or
(d) any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of stock.
(4) For purposes of this paragraph C, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall
be made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from
time to time. Such procedures shall provide, among other things, the
manner of proof of facts that will be accepted and the frequency with which
such proof may be required to be renewed. The Corporation and any transfer
agent shall be entitled to rely on all information concerning beneficial
ownership of a share of stock coming to their attention from any source and
in any manner reasonably deemed by them to be reliable, but neither the
Corporation nor any transfer agent shall be charged with any other
knowledge concerning the beneficial ownership of a share of stock.
(5) Each share of Common Stock acquired by reason of any stock split
or dividend shall be deemed to have been beneficially owned by the same
person continuously from the same date as that on which beneficial
ownership of the share of Common Stock, with respect to which such share of
Common Stock was distributed, was acquired.
(6) Each share of Common Stock acquired upon conversion of the
outstanding Series A and H Preferred Stock of the Corporation ("Convertible
Stock") shall be deemed to have been beneficially owned by the same person
continuously from the date on which such person acquired the Convertible
Stock converted into such share of Common Stock.
(7) Where a holder beneficially owns shares having ten votes per
share and shares having one vote per share, and transfers beneficial
ownership of less than all of the shares held, the shares transferred shall
be deemed to consist, in the absence of evidence to the contrary, of the
shares having one vote per share.
(8) Shares of Common Stock held by the Corporation's employee benefit
plans will be deemed to be beneficially owned by such plans regardless of
how such shares are allocated to or voted by participants, until the shares
are actually distributed to participants.
(9) Each share of Common Stock, whether at any particular time the
holder thereof is entitled to exercise ten votes or one, shall be identical
to all other shares of Common Stock in all other respects.
(10) Each share of Voting Preferred Stock, whether at any particular
time the holder thereof is entitled to exercise ten votes or one, shall be
identical in all other respects to all other shares of Voting Preferred
Stock in the same designated series.
(11) Each share of Common Stock issued by the Corporation in a
business combination transaction shall be deemed to have been beneficially
owned by the person who received such share in the transaction continuously
for the shortest period, as determined in good faith by the Board of
Directors, that would be permitted for the transaction to be accounted for
as a pooling of interests, provided that the Audit Committee of the Board
of Directors has made a good faith determination that (a) such transaction
has a bona fide business purpose, (b) it is in the best interests of the
Corporation and its shareholders that such transaction be accounted for as
a pooling of interests under generally accepted accounting principals and
(c) such issuance of Common Stock does not have the effect of nullifying or
materially restricting or disparately reducing the per share voting rights
of holders of an outstanding class or classes of voting stock of the
Corporation. Notwithstanding the foregoing, (i) the Corporation shall not
issue shares in a business combination transaction if such issuance would
result in a violation of any rule or regulation regarding the per share
voting rights of publicly-traded securities that is promulgated by the
Securities and Exchange Commission or the principal exchange upon which the
Common Stock is then listed for trading and (ii) nothing herein shall be
interpreted to require the Corporation to account for any business
combination transaction in any particular manner.
<PAGE> 1
Century Telephone Enterprises, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
(318) 388-9500
___________________
Proxy Statement
___________________
March 20, 1996
This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors (the
"Board") of Century Telephone Enterprises, Inc. (the "Company")
for use at its annual meeting of shareholders to be held at the
time and place set forth in the accompanying notice, and at any
adjournments thereof (the "Meeting"). This proxy statement is
first being mailed to shareholders of the Company on or about
March 25, 1996.
On March 11, 1996, the record date for determining
shareholders entitled to notice of and to vote at the Meeting
(the "Record Date"), the Company had outstanding 59,357,066
shares of common stock (the "Common Stock") and 90,467 shares of
preferred stock that votes together with the Common Stock as a
single class on all matters ("Voting Preferred Stock" and,
collectively with the Common Stock, "Voting Shares"). The
Company's Articles of Incorporation (the "Articles") generally
provide that holders of Voting Shares that have been beneficially
owned continuously since May 30, 1987 are entitled to cast ten
votes per share, subject to compliance with certain procedures.
Article III of the Articles and the voting procedures adopted
thereunder contain several provisions governing the voting power
of the Voting Shares, including a presumption that each Voting
Share held by nominees or by any holder other than a natural
person or estate entitles such holder to only one vote, unless
the record holder thereof furnishes the Company with evidence to
the contrary. Applying the presumptions described in Article
III, the Company's records indicate that 130,638,532 votes are
entitled to be cast at the Meeting, of which 130,386,767 (99.8%)
are attributable to the Common Stock. All percentages of voting
power set forth in this proxy statement have been calculated
based on such number of votes.
If a shareholder is a participant in the Company's Automatic
Dividend Reinvestment and Stock Purchase Service, the enclosed
proxy card covers shares credited to the shareholder's account
under that plan, as well as shares registered in the
participant's name. However, the proxy card will not serve as a
voting instruction card for shares held for participants in the
Company's Stock Bonus Plan and PAYSOP, Employee Stock Ownership
Plan, Dollars & Sense Plan or Retirement Savings Plan for
Bargaining Unit Employees. Instead, these participants will
receive from the plan trustees separate voting instruction cards
covering these shares. These voting instruction cards should be
completed and returned in the manner provided in the instructions
that will accompany such cards.
<PAGE> 2
The Company will pay all expenses of soliciting proxies for
the Meeting. Proxies may be solicited personally, by mail, by
telephone or by facsimile by the Company's directors, officers
and employees, who will not be additionally compensated therefor.
The Company will also request persons holding Voting Shares in
their names for others, such as brokers, banks and other
nominees, to forward proxy materials to their principals and
request authority for the execution of proxies, for which the
Company will reimburse them for expenses incurred in connection
therewith. The Company has retained Hill and Knowlton, Inc. to
assist in the solicitation of proxies from brokers, banks,
nominees and individuals, for which it will be paid a fee of
$6,500 and will be reimbursed for certain out-of-pocket expenses.
ELECTION OF DIRECTORS
The Articles authorize a board of directors of 14 members
divided into three classes. Members of the respective classes
hold office for staggered terms of three years, with one class
elected at each annual shareholders' meeting. Five Class II
directors will be elected at the Meeting. Unless authority is
withheld, all votes attributable to the shares represented by
each duly executed and delivered proxy will be cast for the
election of each of the five below-named Class II nominees, each
of whom has been recommended for election by the Board's
Nominating Committee. If for any reason any proposed nominee
should decline or become unable to stand for election as a
director, which is not anticipated, votes will be cast instead
for another candidate designated by the Board, without
resoliciting proxies.
The following provides certain information with respect to
each proposed nominee and each other director whose term will
continue after the Meeting, including his or her beneficial
ownership of shares of Common Stock determined in accordance with
Rule 13d-3 of the Securities and Exchange Commission ("SEC").
Unless otherwise indicated, (i) all information is as of the
Record Date, (ii) each person has been engaged in the principal
occupation shown for more than the past five years and (iii)
shares beneficially owned are held with sole voting and in-
vestment power. Unless otherwise indicated, none of the persons
named below beneficially owns more than 1% of the outstanding
shares of Common Stock or is entitled to cast more than 1% of the
total voting power.
__________________________________________________________________
Class II Directors (for term expiring in 1999):
__________________________________________________________________
[Photo] Virginia Boulet, age 42; a director since January 1995;
Partner, Phelps Dunbar, L.L.P., a law firm, since March 1992;
Partner, Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P., a law firm, from January 1989 to March 1992.
Committee Memberships: Audit; Shareholder Relations
Shares Beneficially Owned: 1,000
________________________________________________________________
<PAGE> 3
[Photo] Ernest Butler, Jr., age 67; a director since 1971; Executive
Vice President and Director, Stephens Inc., an investment
banking firm.
Committee Memberships: Audit; Compensation (Chairman);
Shareholder Relations
Shares Beneficially Owned: 337
________________________________________________________________
[Photo] James B. Gardner, age 61; a director since 1981; Managing
Director of a division of Service Asset Management Company, a
financial services firm, and Consultant to Affiliated Computer
Service, Inc., a data services provider; President and Chief
Executive Officer, Pacific Southwest Bank, F.S.B. from
November 1991 to April 1994; from March 1991 to November 1991,
Chairman of the Board and President of Elm Interests, Inc., a
corporation formed to acquire and operate Bluebonnet Savings
Bank, F.S.B.; for several years prior to March 1991, served as
an executive officer of various banks or other financial
service providers; Mr. Gardner has also been a director of
Ennis Business Forms, Inc. since 1970.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 1,012
________________________________________________________________
[Photo] R. L. Hargrove, Jr., age 64; a director since 1985; retired as
Executive Vice President of the Company in 1987 after 12 years
of service as an officer; has acted since 1987 as a part-time
consultant to local businesses and individuals regarding
financial and tax matters.
Committee Memberships: Executive; Audit; Shareholder
Relations (Chairman)
Shares Beneficially Owned: 29,987
________________________________________________________________
[Photo] Johnny Hebert, age 67; a director since 1968; President of
Valley Electric, an electrical contractor; private investor;
retired as Vice President of River City Electric, an
electrical contractor, in 1994.
Committee Memberships: Audit; Nominating (Chairman);
Insurance Evaluation
Shares Beneficially Owned: 3,188<F1>
_________________________________________________________________
The Board unanimously recommends a vote FOR each of these
proposed nominees.
__________________________________________________________________
<PAGE> 4
__________________________________________________________________
Class III Directors (term expires in 1997):
__________________________________________________________________
[Photo] Calvin Czeschin, age 60; a director since 1975; President and
Chief Executive Officer of Yelcot Telephone Company, Czeschin
Motors and ComputerMart, Inc.
Committee Memberships: Executive; Audit (Chairman);
Shareholder Relations
Shares Beneficially Owned: 110,332<F2>
________________________________________________________________
[Photo] F. Earl Hogan, age 74; a director since 1968; Managing Partner
of EDJ Farms Partnership, a farming enterprise.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 17,793
________________________________________________________________
[Photo] Harvey P. Perry, age 51; a director since 1990; Senior Vice
President, General Counsel and Secretary of the Company. Mr.
Perry is the son-in-law of Clarke M. Williams.
Committee Membership: Executive
Shares Beneficially Owned: 206,571<F3><F4>
________________________________________________________________
[Photo] Jim D. Reppond, age 54; a director since 1986; Vice President-
Telephone Group of the Company since January 1, 1995;
President-Telephone Group of the Company (or a comparable
predecessor position) from May 1987 to December 31, 1994.
Committee Memberships: Executive; Insurance Evaluation
Shares Beneficially Owned: 121,395<F3>
________________________________________________________________
<PAGE> 5
__________________________________________________________________
Class I Directors (term expires in 1998):
__________________________________________________________________
[Photo] William R. Boles, Jr., age 39; a director since 1992; an
officer, director and practicing attorney with Boles, Boles &
Ryan, a professional law corporation.
Committee Memberships: Insurance Evaluation (Chairman);
Shareholder Relations
Shares Beneficially Owned: 2,162
_______________________________________________________________
[Photo] W. Bruce Hanks, age 41; a director since 1992; President-
Telecommunications Services of the Company (or a comparable
predecessor position) since July 1989.
Committee Memberships: Insurance Evaluation
Shares Beneficially Owned: 183,167<F3>
________________________________________________________________
[Photo] C. G. Melville, Jr., age 55; a director since 1968; private
investor; restaurant proprietor from March 1991 to July 1992;
principal of a marine and industrial equipment distributor
prior to March 1991.
Committee Memberships: Audit; Insurance Evaluation;
Nominating
Shares Beneficially Owned: 14,034
________________________________________________________________
[Photo] Glen F. Post, III, age 43; a director since 1985; Vice
Chairman of the Board and Chief Executive Officer of the
Company since 1992 and President since 1990; Chief Operating
Officer from 1988 to 1992.
Committee Membership: Executive
Shares Beneficially Owned: 405,645<F3>
________________________________________________________________
<PAGE> 6
________________________________________________________________
[Photo] Clarke M. Williams, age 74; a director since 1968; Chairman of
the Board; Chief Executive Officer from the Company's
incorporation in 1968 to 1989 and from 1990 to 1992. Mr.
Williams, who is the father-in-law of Harvey P. Perry, founded
the Company's telephone business in 1946.
Committee Membership: Executive (Chairman)
Shares Beneficially Owned: 618,004<F3><F5>
________________________________________________________________
_______________
<F1> Includes 750 shares owned by Mr. Hebert's wife, as to which
he disclaims beneficial ownership.
<F2> Includes 5,332 shares owned by Mr. Czeschin's wife, as to
which he disclaims beneficial ownership.
<F3> Includes (i) shares of restricted stock held as of the Record
Date that were issued under, and are subject to the
restrictions of, the Company's incentive compensation plans
("Restricted Stock"), (ii) shares ("Option Shares") that the
below-named individuals have the right to acquire within 60
days of the Record Date pursuant to options granted under the
Company's 1988, 1990 and 1995 Incentive Compensation Programs
and (iii) shares (collectively, "Plan Shares") allocated to
such individuals' accounts as of December 31, 1995 under the
Company's Stock Bonus Plan and PAYSOP and Employee Stock
Ownership Plan ("ESOP"), and as of the Record Date under the
Company's Dollars & Sense Plan ("401(k) Plan"), as follows:
Restricted
Name Stock Option Shares Plan Shares
__________________ __________ _____________ ____________
Harvey P. Perry 8,524 159,898 13,883
Jim D. Reppond 6,148 77,500 33,295
W. Bruce Hanks 8,789 148,746 20,319
Glen F. Post, III 12,706 338,068 29,910
Clarke M. Williams 17,323 514,374 66,013
<F4> Includes 11,335 shares owned by Mr. Perry's wife, as to which
he disclaims beneficial ownership, and 555 shares held as
custodian for the benefit of his children.
<F5> Constitutes 1.0% of the outstanding shares of Common Stock
and entitles Mr. Williams to cast .5% of the total voting
power.
___________________
<PAGE> 7
Meetings and Certain Committees of the Board
During 1995 the Board held four regular meetings and three
special meetings.
The Board's Executive Committee, which met two times during
1995, is authorized to exercise all the powers of the Board to
the extent permitted by law.
The Board's Audit Committee meets with the Company's
independent and internal auditors and the Company's personnel
responsible for preparing its financial reports and is
responsible for reviewing the scope and results of the auditors'
examination of the Company, discussing with the auditors the
scope, reasonableness and adequacy of internal accounting
controls, considering and recommending to the Board a certified
public accounting firm for selection as the Company's independent
auditors, and directing and supervising any special
investigations as instructed by the Board. The Audit Committee
held four meetings during 1995.
The Board's Nominating Committee, which held three meetings
in 1995, is responsible for recommending to the Board both a
proposed slate of nominees for election as directors and the
individuals proposed for appointment as officers. Any
shareholder who wishes to make a nomination for the election of
directors must do so in compliance with the procedures set forth
in the Company's bylaws, which are discussed further under the
heading "Other Matters -- Shareholder Nominations and Proposals."
The Board's Compensation Committee, which is described
further below, held five meetings during 1995.
Director Compensation
Each director who is not an employee of the Company is paid
an annual fee of $21,000 plus $1,500 for attending each regular
Board meeting, $2,000 for attending each special Board meeting
and $750 for attending each meeting of a Board committee. The
Company permits such directors to defer all or a portion of their
fees until the date designated by the director or the occurrence
of certain specified events. Amounts so deferred earn interest
equal to the one-year Treasury bill rate. Each director is also
reimbursed for expenses incurred in attending meetings.
Under the Company's Outside Directors' Retirement Plan, non-
employee directors ("outside directors") who have completed five
years of Board service are entitled to receive, upon normal
retirement at age 70, monthly payments that on a per annum basis
equal the director's annual rate of compensation for Board
service at retirement plus the fee payable for attending one
special board meeting. Outside directors who have completed ten
years of service can also receive these payments upon early
retirement at age 65, subject to certain benefit reductions. In
addition, this plan provides certain disability and preretirement
death benefits. The Company has established a trust to partially
fund its obligations under this plan, but participants' rights to
these trust assets are no greater than the rights of unsecured
creditors. Outside directors whose service is terminated in
connection with a change in control of the Company (as defined
below) are entitled to receive a cash payment equal to the
present value of their vested plan benefits, determined in
accordance with the actuarial assumptions specified in the plan.
<PAGE> 8
VOTING SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding
ownership of the Company's Common Stock by (i) each person known
to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock and (ii) all of the Company's directors
and executive officers as a group. The table also sets forth
similar information for one of the executive officers listed in
the Summary Compensation Table set forth elsewhere herein;
similar information for each other executive officer listed in
such table is included under the heading "Election of Directors."
Unless otherwise indicated, all information is presented as of
the Record Date and all shares indicated as beneficially owned
are held with sole voting and investment power.
Amount and
Nature of
Beneficial Percent of Percent
Name and Address of Ownership of Outstanding of Voting
Beneficial Owner Common Stock<F1> Common Stock<F1> Power<F2>
____________________ _________________ __________________ ______________
Principal Shareholder:
Regions Bank of
Louisiana, as Trustee 6,305,723<F3> 10.6% 37.0%
(the "Trustee") of the
Stock Bonus Plan and
ESOP (the "Benefit Plans")
P. O. Box 7232
Monroe, Louisiana 71211
Management:
R. Stewart Ewing, Jr. 173,762<F4> * *
All directors and 1,995,667<F5> 3.3% 2.8%
officers as a group
(16 persons)
__________________
* Represents less than 1%.
<F1> Determined in accordance with Rule 13d-3 of the SEC based
upon information furnished by the persons listed. In
addition to Common Stock, the Company has outstanding Series
A, H and K Voting Preferred Stock that votes together with
the Common Stock as a single class on all matters. Although
one or more persons beneficially own in excess of 5% of each
of these series of Voting Preferred Stock, the percentage of
voting power held by these persons is immaterial. For
additional information regarding the Voting Preferred Stock,
see page 1 of this proxy statement.
<F2> Based on the Company's records and, with respect to all
shares held of record by the Trustee, based on information
the Trustee periodically provides to the Company to
establish that certain of the Trustee's shares entitle it to
ten votes per share.
<PAGE> 9
<F3> All voting power attributable to these shares is directed by
the participants of the Benefit Plans, each of whom is
deemed, subject to certain limited exceptions, to tender
such instructions as a "named fiduciary" under such plans,
which requires the participants to direct their votes in a
manner that they believe to be prudent and in the best
interests of the participants of each respective plan.
<F4> Includes 8,519 shares of Restricted Stock, 137,139 Option
Shares that Mr. Ewing has the right to acquire within 60
days of the Record Date and 13,875 Plan Shares allocated to
his account as of December 31, 1995 under the Benefit Plans
and as of the Record Date under the 401(k) Plan.
<F5> Includes (i) 67,650 shares of Restricted Stock, (ii)
1,453,177 Option Shares that such persons have the right to
acquire within 60 days of the Record Date, (iii) 192,547
Plan Shares allocated to their respective accounts as of
December 31, 1995 under the Benefit Plans and as of the
Record Date under the 401(k) Plan, (iv) 24,831 shares held
of record by the spouses of certain directors and executive
officers, as to which beneficial ownership is disclaimed,
and (v) 555 shares held as custodian for the benefit of the
children of a director and executive officer
________________
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Report of Compensation Committee Regarding Executive Compensation
General. The Board's Compensation Committee, among other
things, monitors and evaluates the compensation levels of the
Company's executive officers and directors and administers the
Company's restricted stock and incentive compensation programs.
All determinations of the Committee are submitted to the full
Board for its ratification, except for awards under certain of
the Company's stock-based compensation programs and certain other
determinations that require action by independent directors.
Under the Company's Bylaws, the Company may not, among other
things, set the salaries or change the benefits of its executive
officers without the approval of the Compensation Committee. The
Committee is composed entirely of Board members who are not
employees of the Company.
The Committee periodically consults with nationally
recognized consulting firms to assist it in evaluating the
Company's executive compensation. With the assistance of the
Committee and its consultants, the Board has adopted an executive
compensation philosophy statement setting forth the Company's
compensation objectives, which include:
* if justified by corporate performance, compensating the
executive group at rates higher than those of
comparable companies in an effort to hire and retain
key executives
* providing incentive compensation tied to the Company's
annual, intermediate and long-term performance
<PAGE> 10
* encouraging team orientation
* providing sufficient benefit levels for executives and
their families in the event of disability, illness or
retirement
* structuring executive compensation to ensure its full
deductibility under federal income tax laws
At present, the Company's executive compensation is
comprised of (i) salary, (ii) an annual cash and stock incentive
bonus, (iii) additional incentive compensation in the form of
stock options and a stock retention program, and (iv) other
benefits typically provided to executives of comparable
companies, all as described further below. For each such
component of compensation, the Company's compensation levels are
compared with those of comparable companies.
During 1995, the Committee retained an independent
consulting firm to evaluate the Company's officer compensation
programs. In connection with this review, the consulting firm
compared the Company's officer compensation practices to that of
a national group of several hundred companies. This group
consisted of a substantial number of telecommunications companies
(including most of the 10 companies comprising the "Value Line
Telecommunications/Other Majors Index" referred to in the
Company's stock performance graph appearing elsewhere herein),
but also included several hundred other companies (excluding
financial service companies) that have revenue levels similar to
the Company's. Compensation data from telecommunications
companies was given substantially more weight than data from
other companies in establishing comparable compensation levels.
Salary. The salary of each executive officer, including the
Chief Executive Officer, is based primarily on the officer's
level of responsibility and comparisons to prevailing salary
levels for similar positions at comparable companies. Based on
these criteria, the Committee seeks to provide the Company's
executive officers with salaries that are at least commensurate
with the median salary levels at comparable companies. In
connection with reviewing and establishing salaries, the
Committee typically also reviews the Company's financial
performance during the prior year. However, these criteria are
given less weight in determining salaries principally due to the
Committee's belief that it is more appropriate to reward positive
performance through bonuses, stock options and other incentive
compensation programs. Notwithstanding this, the Committee
believes it is appropriate to establish salaries in excess of
median salary levels when warranted by the Company's financial
performance in relation to comparable companies. Although the
individual performance of each executive officer is reviewed, the
Committee historically has not attempted to reward individual
achievement through the salary component of compensation due to
the inherent subjectivity of such evaluations and the detrimental
effect this might have on the Company's team orientation to
executive compensation.
During 1995, the Committee's independent consulting firm
surveyed the compensation practices of Century and comparable
companies, and concluded that all of the executive officers named
in the Summary Compensation Table appearing below (the "named
officers") were receiving salaries below the midpoint of salary
ranges for comparable officers at comparable companies, and that
the Chief Executive Officer's salary was substantially below the
midpoint applicable to comparable officers. Based on the
Committee's review of this report and the Company's return on
equity, revenue growth and earnings growth for recent periods,
the Committee increased the salary of the Chief Executive Officer
by 21.2% and the salary of each other named officer by 5.5%. The
Committee believes these raises were consistent with its
objectives of (i) ensuring that the executive officers receive
salaries at least equal to those of comparable executives and
(ii) applying a team orientation to executive compensation.
<PAGE> 11
The Chairman's compensation is determined in the same manner
as the compensation for all other executive officers, provided
that his annual salary cannot be reduced below the minimum salary
to which he is entitled under his 1993 employment agreement
described below under the heading "- Employment Contract With
Chairman and Change-in-Control Arrangements."
Annual Bonus. In connection with the Company's annual
incentive bonus program, the Compensation Committee annually
establishes target performance levels and the amount of bonus
payable if these targets are met, which typically is defined in
terms of a percentage of each officer's salary. In early 1995
the Committee recommended that the executive officers receive an
incentive bonus for 1995 equal to 25% of their annual salaries if
the Committee's 1995 targets were attained, with no bonus being
payable if certain minimum target performance levels were not
attained, and a bonus of up to 50% of salary being payable if the
Committee's 1995 targets were substantially exceeded. Although
the Committee may choose any measure of financial performance
that it deems appropriate, the Committee for the past several
years has used return on equity and revenue growth (as adjusted
for certain specified non-recurring transactions), but has
weighted return on equity more heavily than revenue growth in
order to reflect the Committee's desire to more closely tie
executive compensation to shareholder return.
As a result of the Company exceeding its 1995 targets for
both return on equity and revenue growth, each executive officer
has received a bonus equal to 38% of his 1995 salary. The
Compensation Committee determined to pay 60% of each executive
officer's incentive bonus in cash and 40% in Restricted Stock
that may not be transferred by the officer for five years and
will be forfeited if prior to that time the officer leaves the
Company, other than as a result of death, disability or
retirement. As a result, the realization of a significant
portion of the 1995 bonus is tied to the Company's future stock
price performance.
In determining the size of the executive officers' target
bonuses, the Compensation Committee has historically reviewed the
most current, readily available information furnished by its
consultants and management as to the bonus practices among
comparable companies. During 1995, the Committee's independent
consulting firm determined that the Company's target bonuses,
measured as a percentage of salary, are lower than those targeted
by comparable companies. Nonetheless, the Committee elected to
maintain the Company's annual bonus program unchanged for 1995.
Similar to its policy with respect to salaries, the
Committee traditionally has refrained from rewarding individual
achievement through the use of bonuses. However, for each of the
last three years the Committee has approved a special incentive
bonus for the Company's President - Telecommunications Services
based upon attainment of certain quantitative and nonquantitative
goals. For 1995, the quantitative goals related to cellular
revenue growth (weighted 30%), operating expenses (weighted 15%),
sales and marketing expense (weighted 15%) and subscriber growth
(weighted 20%). Attainment of certain specified nonquantitative
goals accounted for the remaining 20%. Under the special bonus,
this officer may receive a cash bonus of 10% of his salary if all
goals are met, with lesser amounts being payable for partial
satisfaction of one or more of these goals, and a bonus of up to
20% of salary being payable if all goals are substantially
exceeded. The 10% target bonus is designed to sufficiently
reward this executive for successful development of a line of
business that the Company believes has above-average growth
potential, while at the same time ensuring that the amount
received is not large enough to conflict with the Company's team
approach to executive compensation. For 1995, this officer
attained one of the four quantitative goals and fully attained
his nonquantitative goals, which resulted in a special cash bonus
of $20,374 (8.9% of salary). The Committee has approved a
similar arrangement for this officer for 1996.
<PAGE> 12
Stock Incentive Programs. The Company's current incentive
compensation programs authorize the Compensation Committee to
grant stock options and various other incentives to key
personnel. The Committee's philosophy with respect to stock
incentive awards is to strengthen the relationship between
compensation and increases in the market price of the Common
Stock and thereby ally the executive officers' financial
interests with those of the Company's shareholders.
Options. Options granted under these programs become
exercisable based upon criteria established by the Compensation
Committee. The Compensation Committee generally determines the
size of option grants based on information furnished by the
Committee's consultants regarding stock option practices among
comparable companies and by creating greater opportunities for
stock ownership the greater one's responsibilities and duties.
The Committee also considers stock option grants previously made
and the aggregate of such grants.
During 1995, the Committee awarded additional options to the
Company's officers, as described in more detail elsewhere herein.
The Committee determined the size of the individual option grants
based on information furnished by the Committee's independent
consulting firm as to the stock option practices among other
comparable companies. Based on the consulting firm's
recommendations, the Committee granted options to each of the
executive officers having a value, determined under the Black-
Scholes valuation methodology and expressed as a percentage of
annual salary, commensurate with option awards to comparable
executives at other comparable companies. Approximately 30% of
the options awarded in 1995 to the executive officers are
exercisable at a price 10% higher than the per share market price
of Common Stock on the grant date, approximately 33% of the
options are exercisable at a price which is an additional 10%
higher, and the remaining 37% of the options are exercisable at a
price which is an additional 10% higher. The Committee's use of
tiered exercise prices has placed the executives' long-term
incentive compensation at a greater degree of risk than that
associated with more traditional option programs, thereby
significantly strengthening the executives' incentives to enhance
shareholder value. The 1995 option grants are intended to serve
as a three-year option program.
Stock Retention Program. To provide an incentive for
officers to acquire and hold Common Stock, the Compensation
Committee instituted a Stock Retention Program in 1993. Under
this program, each executive officer who in 1993 voluntarily
purchased a specified number of shares of Common Stock was
awarded (i) an equal number of shares of Restricted Stock, all of
which will be forfeited if within three years the purchased
shares are sold or if the officer's employment terminates, other
than as a result of death, disability or retirement, and (ii)
performance units entitling the officer to earn a number of
shares of Common Stock equal to 40% of the number of shares
purchased. These shares will be earned only if the ten-day
average closing price of the Common Stock increases by 30% over
the price on the award date at any time prior to the fifth
anniversary of the award, but may in no event be issued prior to
the third anniversary date of the award. The executive officers
are paid dividend equivalent cash payments with respect to
unearned performance units at the dividend rate applicable to the
underlying Common Stock. The Company arranged and guaranteed
loans to officers for the purchase of shares in 1993 under this
program. No awards were made under this program during 1994 or
1995.
<PAGE> 13
Other Benefits. The Company maintains certain broad-based
employee benefit plans in which the executive officers are
generally permitted to participate on terms substantially similar
to those relating to all other participants, subject to certain
legal limitations on the amounts that may be contributed or the
benefits that may be payable thereunder. The Board has
determined to have the Company's matching contribution under the
401(k) Plan invested in Common Stock so as to further align
employees' and shareholders' financial interests. The Company
also maintains the Stock Bonus Plan and ESOP, which serve to
further align employees' and shareholders' interests.
Additionally, the Company makes available to its officers a
supplemental life insurance plan, supplemental benefits under its
medical reimbursement plan, a supplemental retirement plan (which
is described below under "- Supplemental Pension Plan"), a
supplemental defined contribution plan, a supplemental 401(k)
plan, and a disability salary continuation plan.
Compensation of Chief Executive Officer. The criteria,
standards and methodology used by the Committee in reviewing and
establishing the Chief Executive Officer's salary, bonus and
other compensation are the same as those used with respect to all
other executive officers, as described above. As discussed above
under "-- Salary," based on its review of data compiled by the
Committee's independent consulting firm and other information,
the Committee raised the salary of the Chief Executive Officer by
21.2% during 1995, to $415,000. This increase was intended to
partially reduce the gap between the Chief Executive Officer's
1994 salary and the midpoint of the salary range for comparable
officers at comparable companies determined by the Committee's
consultants. The Committee intends to grant another significant
salary increase to the Chief Executive Officer during 1996 to
further reduce or eliminate this shortfall. Application of the
Committee's compensation criteria also resulted in the Chief
Executive Officer receiving for 1995 a bonus valued at 38% of his
base salary paid in the form of $87,545 cash and 1,729 shares of
Restricted Stock and options to purchase 126,336 shares of Common
Stock, all as described further elsewhere herein.
Ernest Butler, Jr. James B. Gardner F. Earl Hogan
Compensation Committee Interlocks and Insider Participation
As indicated above, the members of the Compensation
Committee include Ernest Butler, Jr., who is an Executive Vice
President and Director of Stephens Inc., which has provided, and
is expected to continue to provide, investment banking services
to the Company from time to time. During 1995, Stephens Inc. was
a co-manager of the Company's $150 million senior note offering.
The Compensation Committee has formed an Incentive Awards
Subcommittee, composed solely by James B. Gardner and F. Earl
Hogan, for purposes of, among other things, granting stock-based
incentive awards and other types of performance-based
compensation.
<PAGE> 14
Summary of Compensation
The following table sets forth certain information regarding
the compensation of (i) the Company's Chief Executive Officer and
(ii) each of the Company's four most highly compensated executive
officers other than the Chief Executive Officer.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
______________________
Annual Compensation Restricted Securities
Name and Current _____________________ Stock Underlying All Other
Principal Position Year Salary Bonus<F1> Awards<F1> Options Compensation<F2>
_____________________ _______ ________ ___________ ___________ ___________ _________________
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 1995 $470,864 $107,357 $71,584 126,336 $81,295
Chairman of the Board 1994 448,161 134,449 89,621 0 75,629
1993 429,710 103,130 178,554 0 42,554
Glen F. Post, III 1995 383,969 87,545 58,354 126,336 52,081
Vice Chairman of 1994 336,129 100,839 67,239 0 39,888
the Board, President 1993 322,288 77,349 132,229 0 20,366
and Chief Executive
Officer
W. Bruce Hanks 1995 228,975 72,581 34,796 36,552 34,842
President- 1994 217,930 89,264 43,586 0 28,054
Telecommunications 1993 209,796 69,627 93,051 0 18,589
Services
Harvey P. Perry 1995 223,201 50,890 33,919 36,552 32,410
Senior Vice 1994 212,440 63,732 42,501 0 27,879
President, Secretary 1993 202,496 48,599 92,896 0 18,442
and General Counsel
R. Stewart Ewing, Jr. 1995 222,918 50,825 33,885 36,552 32,021
Senior Vice President 1994 212,178 63,653 42,439 0 27,542
and Chief Financial 1993 202,256 48,541 92,605 0 18,174
Officer
_________________
<PAGE> 15
<FN>
<F1> For each year indicated above, the Company has awarded a portion
of the officers' annual incentive bonuses in the form of
Restricted Stock ("Bonus Restricted Shares"). In addition, in
1993 the Company issued in connection with its Stock Retention
Program additional shares of Restricted Stock ("Other Restricted
Shares") and performance units entitling officers to earn shares
of Common Stock if the average trading price of such stock
increases by 30% over the price on the award date ("Contingent
Performance Shares"). The table above reflects, for each year
indicated, the aggregate value of Bonus Restricted Shares and
Other Restricted Shares awarded, determined in each case as of
the award date. The chart below sets forth additional
information as of December 31, 1995 regarding the named executive
officers' aggregate holdings of such shares and the aggregate
value thereof, determined as if all such Restricted Stock and all
Contingent Performance Shares were fully vested and earned.
(This chart does not reflect Bonus Restricted Shares granted in
February 1996 as incentive bonuses for the Company's 1995
performance.)
Aggregate
Bonus Other Contingent Value at
Restricted Restricted Performance December 31,
Name Shares Shares Shares Total 1995
_________ _________ __________ ____________ __________ ____________
Williams 15,261 3,600 1,440 20,301 $644,557
Post 10,401 2,700 1,080 14,181 450,247
Hanks 7,589 2,025 810 10,424 330,962
Perry 7,213 2,025 810 10,048 319,024
Ewing 7,127 2,025 810 9,962 316,294
Dividends or dividend equivalent cash payments are paid currently with
respect to all shares described above. For additional information
regarding the foregoing, see "- Report of Compensation Committee
Regarding Executive Compensation."
<F2> Comprised of the Company's (i) matching contributions to the 401(k)
Plan (as supplemented in 1995 by matching contributions under the
Company's Supplemental Dollars & Sense Plan), (ii) premium payments
under a medical reimbursement plan that are attributable to benefits
in excess of those provided generally for other employees, (iii)
premium payments for life insurance policies providing death benefits
to the executive officers' beneficiaries (and no other benefit to such
officers), and (iv) contributions pursuant to the Stock Bonus Plan and
ESOP valued as of December 31, 1995 (as supplemented in 1994 and 1995 by
contributions under the Company's Supplemental Defined Contribution Plan),
in each case for and on behalf of the named executive officers as follows:
</FN>
</TABLE>
<PAGE> 16
Stock Bonus
401(k) Medical Life Plan and
Plan Plan Insurance ESOP
Name Year Contributions Premiums Premiums Contributions
____________ ________ _____________ ___________ _________ ______________
Williams 1995 $0 $1,344 $37,065 $42,886
1994 0 1,344 29,245 45,040
1993 0 1,344 25,923 15,287
Post 1995 14,982 1,344 783 34,972
1994 4,135 1,344 628 33,781
1993 3,164 1,344 571 15,287
Hanks 1995 10,855 1,344 443 22,200
1994 4,424 1,344 384 21,902
1993 3,285 1,344 361 13,599
Perry 1995 9,883 1,344 854 20,329
1994 4,429 1,344 756 21,350
1993 3,323 1,344 669 13,106
Ewing 1995 9,870 1,344 504 20,303
1994 4,429 1,344 445 21,324
1993 3,323 1,344 397 13,110
_____________________
<PAGE> 17
1995 Option Grants
The following table sets forth certain information
concerning nonqualified stock options granted in 1995 by the
Compensation Committee.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value of Options
Number of % of Total at Assumed Annual Rates of
Securities Options Stock Price Appreciation Over
Underlying Granted to Ten-Year Option Term
Options Employees in Exercise Expiration ________________________________
Name Granted<F1> 1995 Price Date (5%)<F2> (10%)<F3>
____________________ ____________ ____________ __________ ___________ _____ ______
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 37,790 6.2% $32.86 5/22/05 $597,204 $1,686,494
41,785 6.8% 36.12 5/22/05 524,119 1,728,564
46,761 7.6% 39.69 5/22/05 419,597 1,767,475
Glen F. Post, III 37,790 6.2% 32.86 5/22/05 597,204 1,686,494
41,785 6.8% 36.12 5/22/05 524,119 1,728,564
46,761 7.6% 39.69 5/22/05 419,597 1,767,475
W. Bruce Hanks 10,934 1.8% 32.86 5/22/05 172,792 487,963
12,089 2.0% 36.12 5/22/05 151,635 500,098
13,529 2.2% 39.69 5/22/05 121,399 511,370
Harvey P. Perry 10,934 1.8% 32.86 5/22/05 172,792 487,963
12,089 2.0% 36.12 5/22/05 151,635 500,098
13,529 2.2% 39.69 5/22/05 121,399 511,370
R. Stewart Ewing, Jr. 10,934 1.8% 32.86 5/22/05 172,792 487,963
12,089 2.0% 36.12 5/22/05 151,635 500,098
13,529 2.2% 39.69 5/22/05 121,399 511,370
____________________
<FN>
<F1> These options became exercisable on November 22, 1995.
<F2> Assuming a 5% stock price appreciation over ten years, all of the
Company's outstanding shares of Common Stock as of the Record Date
would appreciate $1,185,000,000.
<F3> Assuming a 10% stock price appreciation rate over ten years, all of
the Company's outstanding shares of Common Stock as of the Record
Date would appreciate $3,004,000,000.
</FN>
</TABLE>
<PAGE> 18
Option Exercises and Holdings
The following table sets forth certain information concerning the exercise
of options during 1995 and unexercised options held at December 31, 1995.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
No. of Number of Securities Value of Unexercised
Shares Underlying Unexercised in-the-Money Options at
Acquired Options at December 31, 1995 December 31, 1995
on Value ____________________________ ___________________________
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
___________________ __________ __________ ____________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 228,000 $5,077,405 525,374 0 $4,535,977 $0
Glen F. Post, III 0 0 363,068 0 2,847,568 0
W. Bruce Hanks 0 0 148,746 0 815,916 0
Harvey P. Perry 5,000 107,625 159,897 0 1,135,040 0
R. Stewart Ewing, Jr. 0 0 137,139 0 698,917 0
</TABLE>
Supplemental Pension Plan
The Company has a Supplemental Executive Retirement Plan (the
"Supplemental Pension Plan") pursuant to which each officer who has completed
at least five years of service is entitled to receive a monthly payment upon
retirement or, under certain circumstances, attainment of age 55. The
following table reflects the annual retirement benefits that a participant
with the indicated years of service and compensation level may expect to
receive under the Supplemental Pension Plan assuming retirement at age 65.
Early retirement may be taken at age 55 by any person with 15 or more years of
service, with reduced benefits.
Annual Benefit Payable on Retirement
Years of Service
___________________________________________
Compensation 15 20 25 30
______________ ________ ________ ________ _________
$250,000 $ 56,250 $ 75,000 $ 93,750 $112,500
300,000 67,500 90,000 112,500 135,000
350,000 78,750 105,000 131,250 157,500
400,000 90,000 120,000 150,000 180,000
450,000 101,250 135,000 168,750 202,500
500,000 112,500 150,000 187,500 225,000
550,000 123,750 165,000 206,250 247,500
600,000 135,000 180,000 225,000 270,000
650,000 146,250 195,000 243,750 292,500
700,000 157,500 210,000 262,500 315,000
750,000 168,750 225,000 281,250 337,500
<PAGE> 19
The above table reflects the benefits payable under the
Supplemental Pension Plan assuming such benefits will be paid in
the form of a monthly lifetime annuity and before reductions
relating to the receipt of Social Security benefits as described
below. The amount of an officer's monthly payment under the
Supplemental Pension Plan is equal to his number of years of
service (up to a maximum of 30 years) multiplied by the
difference between 1.5% of his average monthly compensation
during the 36-month period within his last ten years of employ-
ment in which he received his highest compensation and 3 1/3% of
his estimated monthly Social Security benefit.
Under the Supplemental Pension Plan, the number of
credited years of service at December 31, 1995 was over 30 years
for Mr. Williams, 19 years for Mr. Post, 15 years for Mr. Hanks,
12 years for Mr. Ewing and 11 years for Mr. Perry, and the
compensation upon which benefits are based is the aggregate
amount reported for each respective officer under the columns in
the Summary Compensation Table appearing above that are entitled
"Salary", "Bonus" and "Restricted Stock Awards" (less, for 1993
only, amounts included under the "Restricted Stock Awards" column
that are attributable to Other Restricted Shares).
Mr. Williams has the option of receiving retirement
benefits under either the Supplemental Pension Plan or under a
separate supplemental retirement plan (the "Other Plan") in which
he held grandfathered rights when the Supplemental Pension Plan
was adopted. Under this Other Plan, Mr. Williams would be
entitled upon retirement to receive an annual benefit equal to
65% of his highest annual salary during the last five years of
employment. This benefit is reduced by (i) his Social Security
benefit, determined as of the date of retirement, and (ii) the
value of his Stock Bonus Plan and related PAYSOP accounts
converted to a monthly annuity. The salary upon which benefits
are based is the amount reported under the "Salary" column in the
Summary Compensation Table appearing above. Currently, the
benefits Mr. Williams would receive upon retirement under the
Supplemental Pension Plan significantly exceed the benefits he
would receive under the Other Plan. The Company anticipates that
this benefit level differential will continue for the foreseeable
future.
Employment Contract with Chairman and Change-in-Control
Arrangements
The Company has an employment agreement with Mr.
Williams providing for, among other things, a minimum annual
salary of $436,800, participation in all of the Company's
employee benefit plans and use of the Company's aircraft. The
agreement's initial three-year term lapses in May 1996 but
thereafter continues from year to year, subject to the right of
Mr. Williams or the Company to terminate the agreement as of such
date or any subsequent anniversary date. If Mr. Williams is
terminated without cause or resigns under certain specified
circumstances, including following any change in control of the
Company (defined substantially similarly to the definition
below), he will be entitled to receive, in addition to all
amounts to which he is entitled pursuant to the Company's
termination policies then in effect, certain severance benefits,
including (i) a lump sum cash payment equal to three times the
sum of his annual salary plus the value of any cash and stock
bonuses awarded to him during the prior year, (ii) any such
additional cash payments as may be necessary to compensate him
for any federal excise taxes imposed upon contingent change in
control payments, (iii) continued participation in the Company's
employee benefit plans for three years and (iv) continued use of
the Company's aircraft for one year on terms comparable to those
previously in effect.
<PAGE> 20
The Company also has agreements with each of its
executive officers (other than Mr. Williams) which entitle any
such officer who is terminated without cause or resigns under
certain specified circumstances within three years of any Change
in Control (as defined below) of the Company to (i) receive a
lump sum cash severance payment equal to three times the sum of
such officer's annual salary plus the value of any cash and stock
bonuses awarded to the officer during the prior year (which
payment is in addition to all amounts which may be payable under
the Company's termination policies then in effect), (ii) receive
any such additional cash payments as may be necessary to
compensate him for any federal excise taxes imposed upon
contingent change in control payments, and (iii) continue to
receive certain health and life insurance benefits for three
years.
Under the above-referenced severance agreements, a
"Change in Control" of the Company would be deemed to occur upon
(i) any person (as defined in the Securities Exchange Act of
1934) becoming the beneficial owner of 30% or more of the
combined voting power of the Company's voting securities, (ii) a
majority of the Company's directors being replaced during a two-
year period, (iii) consummation of certain mergers, substantial
asset sales or similar business combinations, or (iv) the
occurrence of any event relating to the Company that would be
required to be reported to the Securities and Exchange Commission
under Schedule 14A of Regulation 14A under the Securities
Exchange Act of 1934.
All employees with at least one year of service are
entitled to receive a cash termination allowance under the
Company's broad-based termination allowance plan if their service
is terminated due to a workforce reduction, layoff or elimination
of job categories. The payment is based on the number of years
of service, but can in no event exceed 52 weeks of pay. Upon a
change in control of the Company (defined substantially similarly
to the definition above), employees have a vested right to
receive the termination allowance then in effect if they are
terminated without cause or suffer a 15% reduction in
compensation within two years of the change in control.
In the event of a change in control of the Company
(defined substantially similarly to the definition above), the
Company's benefit plans provide, among other things, that all
restrictions on outstanding Restricted Stock will lapse, all
outstanding stock options will become fully exercisable, all
Contingent Performance Units will be fully earned, short-term
incentive awards will be payable in full for the year in which
the event occurs if merited based on the Company's annualized
performance, phantom stock units credited under the Company's
supplemental defined contribution plan will be converted into
cash and held in trust, and post-retirement health and life
insurance benefits will vest with respect to certain current and
former employees. In addition, participants in the Supplemental
Pension Plan who are terminated without cause or resign under
certain specified circumstances within three years of the change
in control will receive a cash payment equal to the present value
of their plan benefits (after providing age and service credits
of up to three years), determined in accordance with actuarial
assumptions specified in the plan.
<PAGE> 21
Performance Graph
The graph below compares the cumulative total
shareholder return on the Common Stock for the last five years
with the cumulative total return on the S&P 500 Index and the
Value Line Telecommunications/Other Majors Index, in each case
assuming (i) the investment of $100 on January 1, 1991 at closing
prices on December 31, 1990 and (ii) reinvestment of dividends.
The Value Line Telecommunications/Other Majors Index is prepared
by Value Line, Inc., consists of 10 telecommunications companies,
including the Company, and is available by contacting Value Line,
Inc. directly.
[PERFORMANCE GRAPH INSERTED HERE]
______________________________________________________________________________
December 31,
______________________________________________________________________________
1990 1991 1992 1993 1994 1995
______________________________________________________________________________
Century Telephone Enterprises, Inc. $100 $98 $140 $127 $148 $161
______________________________________________________________________________
S&P 500 Index $100 $131 $141 $155 $157 $216
______________________________________________________________________________
Value Line Telecommunications/ $100 $121 $134 $148 $138 $191
Other Major Index
______________________________________________________________________________
Certain Transactions
The Company paid approximately $585,000 to Boles, Boles
& Ryan, a professional law corporation, for legal services
rendered to the Company in 1995. William R. Boles, Jr., a
director of the Company since 1992, is President and a director
and practicing attorney with such firm, which has provided legal
services to the Company since 1968.
<PAGE> 22
During 1995, the Company paid approximately $834,000 to
a real estate firm owned by the brother of Harvey P. Perry, the
Company's Senior Vice President, Secretary and General Counsel.
In exchange for such payments (a substantial portion of which
were used to compensate subcontractors and vendors and to recoup
other out-of-pocket costs), such firm provided a variety of
services with respect to several of the Company's office sites
and over 50 of its cellular tower sites in several states,
including locating and analyzing properties suitable for
acquisition as cellular tower sites, negotiating purchase terms
with the land owners, and subleasing cellular tower space.
During 1995, the Company purchased approximately
$862,000 of electrical contracting services from a firm owned by
the wife and son of Johnny Hebert, a director of the Company.
During 1995, the Company purchased approximately $74,000
of maintenance services and other related aviation support
services from Fleeman Aviation, Inc., which has provided services
to the Company since 1987. In April 1995, Clarke M. Williams,
the Company's Chairman of the Board, purchased 100% of Fleeman
Aviation, Inc. from unaffiliated parties.
For further information see "- Compensation Committee
Interlocks and Insider Participation."
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public
accountants for the Company for 1995, has been selected by the
Board to serve again in that capacity for 1996. A representative
of such firm is expected to attend the Meeting, will have an
opportunity to make a statement if he or she wishes to do so, and
will be available to respond to appropriate questions.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of
the total voting power of the Voting Shares is necessary to
constitute a quorum to organize the Meeting. Shareholders voting
or abstaining from voting on any issue will be counted as present
for purposes of constituting a quorum to organize the Meeting.
If a quorum is present, directors will be elected by plurality
vote and, as such, withholding authority to vote in the election
of directors will not affect whether the proposed nominees named
herein are elected.
Under the rules of the New York Stock Exchange, brokers
who hold shares in street name for customers may vote in their
discretion with respect to the election of directors when they
have not received voting instructions from beneficial owners. If
brokers who do not receive voting instructions do not exercise
such discretionary voting power (a "broker non-vote"), shares
that are not voted will be treated as present for purposes of
constituting a quorum to organize the Meeting but not present
with respect to the election of directors. Because the election
of directors must be approved by plurality vote, broker non-votes
with respect to these proposals will not effect the outcome of
the voting.
<PAGE> 23
Voting Shares represented by all properly executed
proxies received in time for the Meeting will be voted at the
Meeting. A proxy may be revoked at any time before it is
exercised by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person. Unless revoked, the
proxy will be voted as specified and, if no specifications are
made, will be voted in favor of the proposed nominees.
Management is unaware of any matter for action by
shareholders at the Meeting other than the election of directors.
The enclosed proxy, however, will confer discretionary authority
with respect to any other matter that may properly come before
the Meeting. It is the intention of the persons named therein to
vote in accordance with their best judgment on any such matter.
Shareholder Nominations and Proposals
In order to be eligible for inclusion in the Company's
1997 proxy materials pursuant to the federal proxy rules, any
shareowner proposal to take action at such meeting must be
received at the Company's principal executive offices by November
25, 1996. In addition, the Company's by-laws provide that
shareholders intending to nominate a director or bring any other
matter before a shareholders' meeting must furnish timely written
notice. In general, notice must be received by the Secretary of
the Company between October 21, 1996 and February 28, 1997 and
must contain specified information concerning, among other
things, the matters to be brought before such meeting and
concerning the shareowner proposing such matters. If the date of
the 1997 annual meeting is more than 30 days earlier or later
than May 9, 1997, notice must be received by the Secretary of the
Company 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. The Company will be
permitted to disregard any nomination or other matter that fails
to comply with these by-law procedures.
By Order of the Board of Directors
/s/ Harvey P. Perry
Harvey P. Perry
Secretary
Dated: March 20, 1996
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams or Glen F.
Post, III, or either of them, proxies for the undersigned, with full power of
substitution, to represent the undersigned and to vote the number of votes
attributable to all of the shares of common stock and voting preferred stock
(collectively, the "Voting Shares") of Century Telephone Enterprises, Inc. (the
"Company") that the undersigned is entitled to vote at the annual meeting of
shareholders of the Company to be held on May 9, 1996 (the "Meeting"), and at
any and all adjournments thereof.
1. To elect five Class II Directors.
FOR ___ all nominees listed below WITHHOLD AUTHORITY ___ to vote for all
(except as marked to the contrary nominees listed below
below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Virginia Boulet Ernest Butler, Jr. James B. Gardner
R. L. Hargrove, Jr. Johnny Hebert
2. In their discretion to vote upon such other business as may properly come
before the Meeting.
(Please See Reverse Side)
The Board of Directors recommends that you vote FOR the nominees listed above.
This Proxy will be voted as specified. If no specific directions are given,
all of the votes attributable to your Voting Shares will be voted for the
nominees.
____________________ _____________________________________________
DATE NAME (PLEASE PRINT)
________________________________________________________
SIGNATURE
________________________________________________________
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears
on the certificate or certificates
representing shares to be voted by
this proxy. When signing as executor,
administrator, attorney, trustee or
guaradian, please give full title as
such. If a corporation, please sign
in full corporate name by president or
other authorized officer. If a
partnership, please sign in partnership
name by authorized persons.
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams or Glen F.
Post, III, or either of them, proxies for the undersigned, with full power of
substitution, to represent the undersigned and to vote the number of votes
attributable to all of the shares of common stock and voting preferred stock
(collectively, the "Voting Shares") of Century Telephone Enterprises, Inc. (the
"Company") that the undersigned is entitled to vote at the annual meeting of
shareholders of the Company to be held on May 9, 1996 (the "Meeting"), and at
any and all adjournments thereof.
1. To elect five Class II Directors.
FOR ___ all nominees listed below WITHHOLD AUTHORITY ___ to vote for all
(except as marked to the contrary nominees listed below
below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Virginia Boulet Ernest Butler, Jr. James B. Gardner
R.L. Hargrove, Jr. Johnny Hebert
2. In their discretion to vote upon such other business as may properly come
before the Meeting.
(Please See Reverse Side)
The Board of Directors recommends that you vote FOR the nominees listed above.
This Proxy will be voted as specified. If no specific directions are given,
all of the votes attributable to your Voting Shares will be voted for the
nominees.
LONG-TERM SHARES SHORT-TERM SHARES TOTAL VOTES
(10 votes per share) (1 vote per share)
____________________________________________________________________________
DIVIDEND REINVESTMENT
VOTING SHARES
____________________________________________________________________________
ALL OTHER VOTING SHARES
____________________________________________________________________________
GRAND TOTAL OF YOUR VOTES
____________________ _____________________________________________
DATE NAME (PLEASE PRINT)
________________________________________________________
SIGNATURE
________________________________________________________
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears
on the certificate or certificates
representing shares to be voted by
this proxy. When signing as executor,
administrator, attorney, trustee or
guaradian, please give full title as
such. If a corporation, please sign
in full corporate name by president or
other authorized officer. If a
partnership, please sign in partnership
name by authorized persons.
<PAGE>
