United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-7784
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CENTURY TELEPHONE ENTERPRISES, INC.
100 CENTURY PARK DRIVE
MONROE, LA 71203
<PAGE>
Independent Auditors' Report
The Board of Directors
Century Telephone Enterprises, Inc.:
We have audited the accompanying statements of assets available for benefits
with fund information of Century Telephone Enterprises, Inc. Retirement Savings
Plan for Bargaining Unit Employees and Trust as of December 31, 1996 and 1995,
and the related statement of changes in assets available for benefits with fund
information for the year ended December 31, 1996. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of Century Telephone
Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and
Trust as of December 31, 1996 and 1995, and the changes in assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of assets available for benefits and the statement of changes in
assets available for benefits is presented for purposes of additional analysis
rather than to present the assets available for plan benefits and changes in
assets available for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Shreveport, Louisiana
June 12, 1997
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
Statements of Assets Available for Benefits With Fund Information
<TABLE>
<CAPTION>
Century Money Bond
Combined S & P 500 Common Market Index Loan Sweep
December 31, 1996 Funds Stock Fund Stock Fund Fund Fund Fund Account
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PLAN ASSETS
Investments, at fair value $ 3,468,978 1,668,009 988,510 379,407 255,190 177,862 -
Cash 14,834 - 9,682 - - - 5,152
Contributions receivable - employer 32,278 15,807 9,951 3,874 2,646 - -
- ----------------------------------------------------------------------------------------------------------------------
ASSETS AVAILABLE
FOR BENEFITS $ 3,516,090 1,683,816 1,008,143 383,281 257,836 177,862 5,152
======================================================================================================================
December 31, 1995
- ----------------------------------------------------------------------------------------------------------------------
PLAN ASSETS
Investments, at fair value $ 2,674,012 1,134,749 878,498 331,826 219,312 109,627 -
Cash 18,215 - 13,883 - - - 4,332
Contributions receivable - employer 32,347 13,628 11,766 4,231 2,722 - -
- ----------------------------------------------------------------------------------------------------------------------
ASSETS AVAILABLE
FOR BENEFITS $ 2,724,574 1,148,377 904,147 336,057 222,034 109,627 4,332
======================================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES AND TRUST
Statement of Changes in Assets Available for Benefits With Fund Information
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
S & P 500 Century Money Bond
Combined Stock Common Market Index Loan Sweep
Funds Fund Stock Fund Fund Fund Fund Account
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to assets:
Investment income (loss)
Net appreciation (depreciation) in
fair value of investments $ 188,325 233,629 (34,921) - (10,383) - -
Other income 85,869 53,308 - 17,031 15,530 - -
Interest income 15,886 - 561 - - 15,083 242
Dividends - Common Stock of
Century Telephone Enterprises, Inc. 10,934 - 10,934 - - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 301,014 286,937 (23,426) 17,031 5,147 15,083 242
- ----------------------------------------------------------------------------------------------------------------------------------
Contributions
Participants 383,427 176,102 134,334 43,463 29,528 - -
Company 195,825 89,150 66,680 23,982 16,013 - -
- ----------------------------------------------------------------------------------------------------------------------------------
Total contributions 579,252 265,252 201,014 67,445 45,541 - -
- ----------------------------------------------------------------------------------------------------------------------------------
Total additions 880,266 552,189 177,588 84,476 50,688 15,083 242
- ----------------------------------------------------------------------------------------------------------------------------------
Deductions from assets:
Participant withdrawals 89,756 7,053 13,519 40,935 15,473 12,333 443
Other, net (1,006) (698) (802) 86 62 - 346
- ----------------------------------------------------------------------------------------------------------------------------------
Total deductions 88,750 6,355 12,717 41,021 15,535 12,333 789
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 791,516 545,834 164,871 43,455 35,153 2,750 (547)
Interfund transfers - (10,395) (60,875) 3,769 649 65,485 1,367
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase 791,516 535,439 103,996 47,224 35,802 68,235 820
Assets available for benefits:
Beginning of year 2,724,574 1,148,377 904,147 336,057 222,034 109,627 4,332
- ----------------------------------------------------------------------------------------------------------------------------------
End of year $ 3,516,090 1,683,816 1,008,143 383,281 257,836 177,862 5,152
==================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES AND TRUST
Notes to Financial Statements
December 31, 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN
Basis of Presentation
The Century Telephone Enterprises, Inc. Retirement Savings Plan for
Bargaining Unit Employees and Trust (the Plan) was established on April 1,
1992. The accompanying financial statements of the Plan have been prepared
on the accrual basis of accounting and present the assets available for
benefits and changes in assets available for benefits. The Plan has made
estimates in preparing the accompanying financial statements in accordance
with generally accepted accounting principles. Actual results could differ
from those estimates.
The assets of the Plan are invested by the Trustee in various investment
programs (funds) which are described in Note 2.
The following description of the Plan provides only general information.
Participants should refer to the Plan Document for a more complete
description of the Plan's provisions.
Participation
Participation in the Plan is available to each employee whose compensation
and conditions of employment are covered by a collective bargaining
agreement of Century Telephone Enterprises, Inc. and its participating
subsidiaries (the Company).
In order to participate in the Plan, an employee must execute a Salary
Deferral Agreement with the Company. In the Salary Deferral Agreement, an
employee agrees to a deferral of between one percent and ten percent of his
base pay on a pre-tax basis, or between one percent and sixteen percent of
his base pay on an after-tax basis. An employee may elect a deferral of his
base pay using a combination of pre-tax and after-tax elections provided the
total deferral does not exceed sixteen percent and the before-tax deferral
does not exceed ten percent. The amount of compensation deferred by each
participant is credited to a pre-tax account and/or an after-tax account
(Participant Contribution Accounts) maintained for each participant by the
Trustee.
As of the end of each payroll period, the Company contributes to an account
(Employer Contribution Account) for each participant a contribution equal to
50% of each such participant's contribution during such payroll period,
however, this matching contribution applies only to the first 6% of such
participant's base compensation contributed to the Plan by the employee.
The Company may make additional match contributions to participants'
accounts (Additional Match Account) in an amount determined by the Company.
During 1996 the Company contributed $195,825 to the Plan, of which $163,547
related to contributions made to the Employer Contribution Accounts and
$32,278 related to contributions made to the Additional Match Accounts.
<PAGE>
An employee is permitted to transfer to the Plan as a contribution his
interest in another plan qualified under Section 401(k) of the Internal
Revenue Code, as amended (the Code). Such contribution must qualify as a
"rollover" amount described in Section 402(a)(5) of the Code, or a
"rollover" contribution described in Section 408(d)(3) of the Code. Such a
rollover will be credited to a rollover account on behalf of the participant
(the Participant Rollover Account).
The interest of a participant in his Participant Contribution Account and
his Participant Rollover Account is fully vested and non-forfeitable at all
times.
The interest of a participant in his Employer Contribution Account, Profit
Sharing Contribution Account and Additional Match Account becomes fully
vested after five years of service. A participant with less than five years
of service has no vested interest in these accounts.
Reports to Participants
Participants are furnished with quarterly statements which set forth the
status of their accounts in the Plan.
Forfeitures
A participant's non-vested account balances shall be forfeited as of the
date upon which the participant's employment has terminated with the
Company. Forfeiture amounts shall be utilized to reduce Company
contributions or may be added to additional match contributions as directed
by the administrator.
Distributions
If the employment of a participant with the employer ceases because of
death, retirement, disability, termination of employment or for any other
reason, the participant's vested interest in the Plan will be distributed to
him or to his beneficiary in a lump sum. If the participant dies without
designating a beneficiary, his interest in the Plan will be paid to his
spouse, if any.
Withdrawals
A participant who is an employee may make two withdrawals within any twelve
month period from his after-tax investment account and may withdraw the
entire balance.
A participant who is an employee and over age 59 1/2 may make one withdrawal
from his vested investment accounts prior to normal distribution
requirements being met. Any additional withdrawals may be made from a
Participant Contribution Account or a Rollover Account only as a result of
financial hardship related to unreimbursable educational expenses, medical
expenses which are not reimbursable by insurance, the need to pay for the
funeral expenses of a family member or the prevention of eviction or
foreclosure from the Participant's principal residence, or for the purchase
of the employee's principal residence. The determination of the existence of
a financial hardship and the amount required to be distributed to meet the
need created by the hardship shall be made uniformly and without
discrimination at the sole discretion of the Plan Administrator.
<PAGE>
Loans to Participants
The Plan has a provision whereby a participant can borrow from his
Participant Contribution Account or Participant Rollover Account. The
maximum loan is 50% of the vested account balance, up to $50,000. The loans
are repaid through payroll deductions and the interest rate is the prime
rate published in the Wall Street Journal plus 3%. The loan repayment period
may not exceed five years except for loans for the purchase of the
Participant's principal residence which may be for any period not to exceed
ten years.
Trustee
The Trustee of the Plan is Barclays Global Investors (BGI) (formerly BZW
Barclays Global Investors, N.A.). The Board of Directors of the Company may
remove the Trustee and appoint a successor trustee. The Company and the
Trustee have entered into a Trust Agreement which provides for the
establishment of a Trust for the purpose of holding and investing the
contributions to the Trust pursuant to the provisions of the Plan.
Administration
The Company has appointed a committee to administer the Plan. The
individuals who administer the Plan serve at the discretion of the Board of
Directors of the Company and may be removed by the Board of Directors at any
time. The cost of plan administration is paid by the Company.
Market Value Determination
Investments in Century Telephone Enterprises, Inc. Common Stock (Century
Common Stock) are valued at the closing market quote on December 31, 1996
and 1995, respectively. Other investments in the funds, which consist of
units of mutual funds, are valued by the Trustee based on the market value
at year-end of the underlying assets of each fund. Loans to participants are
valued at principal amount outstanding, which approximates market value.
Plan Termination
Although it has not expressed any intention to do so, the Company has the
right under the Plan to change, suspend or terminate the Plan at any time,
subject to the provisions set forth in the Employee Retirement Income
Security Act of 1974. The Company, however, is required to maintain the Plan
under the terms of the labor agreement.
(2) DESCRIPTION OF THE FUNDS
The following is a description of each of the funds available to Plan
participants:
(a) S & P 500 Stock Fund - consists primarily of investments in the same
stocks and in substantially the same percentages as the S & P 500 Index
(47.4% and 41.6% of assets at December 31, 1996 and 1995, respectively).
<PAGE>
(b) Century Common Stock Fund - consists primarily of shares of Century
Common Stock (28.1% and 32.2% of assets at December 31, 1996 and 1995,
respectively).
(c) Money Market Fund - consists primarily of short-term investments in
various money market instruments (10.8% and 12.2% of assets at December
31, 1996 and 1995, respectively).
(d) Bond Index Fund - consists primarily of investments in government and
corporate bonds (7.3% and 8.0% of assets at December 31, 1996 and 1995,
respectively).
(e) Loan Fund - represents loans to participants from the participants'
investment accounts (5.1% and 4.0% of assets at December 31, 1996 and
1995, respectively).
A participant may instruct that all contributions to his accounts be
allocated among the various funds. A participant may change his investment
allocation instructions at any time, however, the participant can only
change his contribution percentage on a quarterly basis.
(3) INCOME TAXES
The Plan and related trust meet the necessary requirements of Internal
Revenue Code Section 401(a) and, accordingly, the trust underlying the Plan
is exempt from income taxation pursuant to Internal Revenue Code Section
501(a). A favorable determination letter was received in October 1995
related to the Plan.
(4) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by BGI. BGI is
the Trustee as defined by the Plan and, therefore, these transactions
qualify as party-in-interest transactions. Fees paid by the Company to BGI
for trustee, investment management, record keeping and other services
amounted to $13,114 for the year ended December 31, 1996.
(5) CONCENTRATION OF INVESTMENTS
As of December 31, 1996, 28.1% of the assets available for benefits were
invested in Century Common Stock. Substantially all of the remaining assets
available for benefits were invested in mutual funds managed by BGI.
<PAGE>
Schedule I
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Current
Identity of issuer, borrower, Description Current Value Per
lessor or similar party of Investment Cost Value Unit/Share
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment in Century Common Stock 71,299 units/ 13.86
32,017 shares $ 891,319 988,510 (Note 2) 30.875
Loan Fund (interest rates ranged
from 9% to 12%) - 177,862 177,862 (Note 2) -
Barclays Global Investors
Money Market Account 14,834 units 14,834 14,834 1.00
Investments in Mutual Funds for Qualified
Employee Benefit Plans Managed by
Barclays Global Investors:
S & P 500 Stock Fund 104,840 units 1,233,421 1,668,009 (Note 2) 15.91
Money Market Fund 379,407 units 379,407 379,407 (Note 2) 1.00
Bond Index Fund 26,890 units 258,918 255,190 (note 2) 9.49
- ----------------------------------------------------------------------------------------------------------
$ 2,955,761 3,483,812
==========================================================================================================
</TABLE>
Notes: (1) The above data is based on information which has been certified as
accurate and complete by the trustee, Barclays Global Investors.
Barclays Global Investors sponsors these funds and, accordingly,
is a party-in-interest. Additionally, Century Telephone Enterprises,
Inc., as sponsor of the Plan, is considered a party-in-interest.
(2) These investments are greater than 5% of assets available for
benefits.
<PAGE>
Schedule II
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING
UNIT EMPLOYEES AND TRUST
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current Value
of Asset at
Redemption Date of
Purchase or Selling Lease Expense Cost of Acquisition or Net
Description of Transaction Price Price Rental Incurred Asset Disposition Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(Note 2)
Category (3) - A series of transactions in excess of
- ----------------------------------------------------
5% of beginning of period plan assets available
-----------------------------------------------
for benefits
------------
Investments in Century Common Stock
(49 purchases, 26 sales) $ 238,945 109,708 - - 91,714 (Note 3) 17,994
Investments in Mutual Funds for
Qualified Employee Benefit Plans Managed
by Global Investors Barclays:
S & P 500 Stock Fund (54 purchases, 32 sales) 426,220 126,590 - - 96,357 (Note 3) 30,233
Money Market Fund (36 purchases, 21 sales) 120,498 88,222 - - 88,222 (Note 3) -
Bond Index Fund (45 purchases, 7 sales) 98,097 51,836 - - 52,708 (Note 3) (872)
</TABLE>
Notes: (1) The above data is based on information which has been certified as
accurate and complete by the trustee, Barclays Global Investors.
Barclays Global Investors sponsors these funds and, accordingly, is
a party-in-interest. Additionally, Century Telephone Enterprises,
Inc., as sponsor of the Plan, is considered a party-in-interest.
(2) The purchase price denotes cost and current value of the security on
the transaction date.
(3) Current value is substantially the same as purchase price or selling
price of the security on the transaction date.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
Century Telephone Enterprises, Inc.
Retirement Savings Plan For Bargaining
Unit Employees and Trust
June 27, 1997 /S/ DAVID G. THIELS
-------------------
David G. Thiels
Retirement Committee Member
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
RETIREMENT SAVINGS PLAN FOR BARGAINING UNIT
EMPLOYEES AND TRUST
Index to Exhibit
Exhibit
Number
- -----------------------------------------------------------------------------
23.1 Independent Auditors' Consent
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Century Telephone Enterprises, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
33-46562) on Form S-8 of Century Telephone Enterprises, Inc. of our report dated
June 12, 1997, relating to the statements of assets available for benefits with
fund information of Century Telephone Enterprises, Inc. Retirement Savings Plan
for Bargaining Unit Employees and Trust as of December 31, 1996 and 1995, and
the related statement of changes in assets available for benefits with fund
information for the year ended December 31, 1996, and related financial
statement schedules as of and for the year ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 11-K of Century Telephone
Enterprises, Inc. Retirement Savings Plan for Bargaining Unit Employees and
Trust.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Shreveport, Louisiana
June 25, 1997
