As filed with the United States Securities and Exchange Commission on
December 12, 1997.
Registration No. 333-_______
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Century Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
__________________
Louisiana 72-0651161
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
100 Century Park Drive
Monroe, Louisiana 71203
(318) 388-9500
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
__________________
RESTRICTED STOCK AGREEMENTS
between
CENTURY TELEPHONE ENTERPRISES, INC.
and Certain Employees of
ARAGON HOLDING GROUP, INC.,
a subsidiary of Century Telephone Enterprises, Inc.
(Full title of the Plan)
__________________
Harvey P. Perry, Esq. COPY TO
Senior Vice President, Margaret F. Murphy
General Counsel and Secretary Jones, Walker, Waechter,
Century Telephone Enterprises, Inc. Poitevent, Carrere & Denegre, L.L.P.
100 Century Park Drive 51st Floor
Monroe, Louisiana 71203 201 St. Charles Avenue
(318) 388-9500 New Orleans, Louisiana 70170
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered(1) Per Unit(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 15,195 shares $45.78125(3) $695,646.09 $205.22
- --------------------------------------------------------------------------------------------------------
Preference Share Purchase
Rights(4) 15,195 rights (4) (4) (4)
- --------------------------------------------------------------------------------------------------------
(1)Upon the occurrence of any future stock split, stock dividend or similar
transaction involving Common Stock of the Registrant during the effectiveness
of this Registration Statement, the number of securities registered shall be
automatically increased to cover the additional securities in accordance with
Rule 416(a) under the Securities Act of 1933.
(2)Estimated solely for the purpose of calculating the registration fee pursuant
to Rules 457(c) and (h).
(3)The average of the high and low price per share of Common Stock on the New
York Stock Exchange on December 9, 1997, in accordance with Rule 457(c).
(4)Rights are attached to and trade with the Common Stock of the Registrant.
Value attributable to such Rights, if any, is reflected in the market price
of the Common Stock. Because no separate consideration is paid for such
Rights, the registration fee for such securities is included in the fee for
the Common Stock.
</TABLE>
=============================================================================
CENTURY TELEPHONE ENTERPRISES, INC.
PROSPECTUS
COMMON STOCK
($1.00 Par Value)
This Prospectus relates to an aggregate of 15,195 shares (the
"Shares") of Common Stock, $1.00 par value (the "Common Stock"), of
Century Telephone Enterprises, Inc. ("Century") that may be offered from
time to time by certain former employees of the Aragon Holding Group,
Inc., a subsidiary of Century (the "Selling Shareholders"). The Shares
may be sold by the Selling Shareholders (and their donees and pledgees)
from time to time in ordinary brokers transactions on the NYSE at the
price prevailing at the time of such sales, and the commission payable
will be the regular commission a broker receives for effecting such
sales. The Shares may also be offered in negotiated private
transactions at prevailing or negotiated prices. The net proceeds to
the Selling Shareholders will be the proceeds received by them upon such
sales less brokerage commissions. Century will not receive any of the
proceeds of the sale of the Shares offered hereby. Information
regarding the Selling Shareholders is set forth herein under the heading
"Selling Shareholders." All expenses of registration incurred in
connection with this offering are being borne by Century, but all
selling and other expenses incurred by individual Selling Shareholders
will be borne by such Selling Shareholder.
No person has been authorized by Century to give any information
or to make any representation in connection with the offer made pursuant
to this Prospectus, other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied
upon. Neither the delivery of this Prospectus nor any sale made
pursuant hereto shall under any circumstances create any implication
that there has been no change in the affairs of Century since the date
hereof.
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "CTL." On December 11, 1997, the last reported sale
price of the Common Stock on the NYSE was $47 3/16 per share.
Under Century's Articles of Incorporation, the holder of each
outstanding share of Common Stock is entitled to one vote unless it has
been beneficially owned by the same person or entity continuously since
May 30, 1987, in which case the holder is entitled to ten votes per
share until transfer. A Preference Share Purchase Right is attached to
and trades with each share of Common Stock.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is December 12, 1997.
AVAILABLE INFORMATION
Century is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information filed by Century with the Commission
pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission at
the following locations: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding issuers subsequent to the date when such issuers began filing
documents electronically with the Commission (http://www.sec.gov).
Century's Common Stock is listed on the New York Stock Exchange and its
reports, proxy and information statements and other information may also
be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005. This Prospectus does not
contain all of the information set forth in the Registration Statement
as to which this Prospectus relates, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. The
Registration Statement and any amendments thereto, including exhibits
filed as a part hereof, are available for inspection and copying as set
forth above.
This Prospectus incorporates documents by reference that are not
presented herein or delivered herewith. These documents (other than
exhibits thereto) are available without charge, upon written or oral
request by any person to whom this Prospectus has been delivered, from
Harvey P. Perry, Senior Vice President, General Counsel and Secretary,
Century Telephone Enterprises, Inc., 100 Century Park Drive, Monroe,
Louisiana, 71203, telephone (318) 388-9500. In order to ensure timely
delivery of the documents, any request should be made at least five
business days prior to the date on which an investment decision is to be
made with respect to securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed pursuant to the
Exchange Act by Century with the Commission, are incorporated herein by
reference:
(a) Century's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) Century's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, June 30 and September 30, 1997.
(c) Century's Current Reports on Form 8-K dated April 15, May 5,
June 11, December 1 and December 11, 1997.
(d) Century's Registration Statement filed under the Exchange
Act (File No. 1-7784), as amended and restated on Form 8-A/A
filed December 2, 1996, which includes a description of
Century's Common Stock and Preference Share Purchase Rights.
All documents filed by Century with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be made a part hereof from their
respective dates of filing. Information appearing herein or in any
particular document incorporated herein by reference is not necessarily
complete and is qualified in its entirety by the information and
financial statements appearing in all of the documents incorporated
herein by reference and should be read together therewith. Any
statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded
to the extent that a statement contained herein or in any other document
subsequently filed or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Prospectus and the
documents incorporated herein by reference include certain forward-
looking statements regarding events and financial trends that may affect
the Company's future operating results and financial position. Such
forward-looking statements are subject to uncertainties that could cause
the Company's actual results to differ materially from such statements.
Such uncertainties include but are not limited to: the effects of
ongoing deregulation in the telecommunications industry; the potential
effects of greater than anticipated competition in the Company's
markets; possible changes in the demand for the Company's products and
services; the Company's ability to successfully introduce new offerings
on a timely and cost-effective basis; the risks inherent in rapid
technological change; the Company's ability to effectively manage its
growth, including integrating the newly-acquired operations of Pacific
Telecom, Inc. ("PTI") into the Company's operations; and the effects of
more general factors such as changes in general market or economic
conditions or in legislation, regulation or public policy. These and
other uncertainties related to the business are described in detail in
Century's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, which is incorporated herein by reference. You are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date on which they were made. Century undertakes no
obligation to update any of its forward-looking statements for any
reason.
____________________________________
Whenever used herein with respect to the operations of the Company
or PTI, the term "pops" means the population of licensed markets (based
on independent third-party population estimates) multiplied by the
Company's or PTI's proportionate equity interests in the licensed
operators thereof. When used herein, (i) the term "MSA" means a
Metropolitan Statistical Area for which the Federal Communications
Commission (the "FCC") has granted a cellular operating license, (ii)
the term "RSA" means a Rural Service Area for which the FCC has granted
a cellular operating license, (iii) the term "PCS" means Personal
Communications Services, a new mobile communications service, (iv) the
term "LEC" means a local exchange carrier that provides local telephone
service, (v) the term "Century" means Century Telephone Enterprises,
Inc. and (vi) the term "Company" means Century and its subsidiaries.
THE COMPANY
The Company is a regional diversified telecommunications company
that is primarily engaged in providing local telephone and mobile
communications services in 21 states. As described further below under
"Recent Acquisition," on December 1, 1997, Century acquired Pacific
Telecom, Inc. ("PTI"), which substantially expanded the Company's local
telephone and mobile communications operations. As a result of this
acquisition, the Company's telephone subsidiaries currently serve nearly
1.2 million telephone access lines, primarily in rural, suburban and
small urban communities in 21 states, with its largest customer bases
located in Wisconsin, Washington, Alaska, Michigan and Louisiana. In
addition, through its cellular operations, the Company currently
controls over 10 million pops in 31 MSAs and 44 RSAs, primarily
concentrated in Michigan, Mississippi, Wisconsin, Louisiana and
Arkansas. The Company also provides long distance, operator, Internet
and business information services.
Century is incorporated in Louisiana. Its principal executive
offices are located at 100 Century Park Drive, Monroe, Louisiana 71203,
and its telephone number is (318) 388-9500. The Company currently
employs approximately 5,700 persons.
Telephone Operations
According to published sources, the Company is currently the 10th
largest local exchange telephone company in the United States, based on
the number of telephone access lines served. At September 30, 1997, the
Company and PTI served approximately 531,000 and 613,000 access lines,
respectively (not including approximately 47,000 access lines acquired
by PTI in October 1997). The Company currently operates over 440
central office and remote switching centers in its telephone operating
areas. Substantially all of the Company's access lines are served by
digital switching technology, which in conjunction with other
technologies allows the Company to offer additional premium services to
its customers, including call forwarding, conference calling, caller
identification, selective call ringing and call waiting.
Mobile Communications Operations
According to published sources, the Company is currently the 10th
largest cellular telephone company in the United States, based on the
Company's owned pops. At September 30, 1997, the Company and PTI
controlled approximately 8.1 million and 1.9 million cellular pops,
respectively. Approximately 45% of the Company's pops in markets
operated by the Company are in a single, contiguous cluster of eight
MSAs and nine RSAs in Michigan; another 18% are in a cluster of five
MSAs and seven RSAs in northern and central Louisiana, southern Arkansas
and eastern Texas. At September 30, 1997, the majority-owned cellular
systems of the Company and PTI served approximately 430,000 and 87,000
cellular subscribers, respectively. In addition, as a result of the PTI
acquisition, the Company controls approximately 8.1 million PCS pops, up
from 4.0 million at September 30, 1997.
Other Operations
The Company also provides long distance, operator, Internet and
interactive services in certain local and regional markets, as well as
certain printing and related business information services. At
September 30, 1997, the Company's long distance business served
approximately 165,000 customers in certain of the Company's markets.
Recent Acquisition
On December 1, 1997, Century and its cellular holding company,
Century Cellunet, Inc. ("Cellunet"), acquired PTI in exchange for $1.503
billion cash in a two-step transaction. In the first step, Cellunet
purchased substantially all of PTI's cellular operations in exchange for
$240 million, and in the second step Century purchased PTI's capital
stock for $1.263 billion. To finance the acquisition, Century borrowed
$1.288 billion under its $1.6 billion senior unsecured credit facility
with NationsBank of Texas, Inc. and a syndicate of other lenders. This
debt matures in five years and carries floating-rate interest based upon
London InterBank Offered Rates for short-term periods. Century financed
the remainder of the PTI acquisition price with available cash, most of
which consisted of the proceeds of Century's sale of common stock of
Brooks Fiber Properties, Inc. in November 1997.
PTI was organized in 1955 to provide local exchange telephone
services to suburban and rural communities primarily in the Pacific
Northwest. In subsequent years, PTI diversified its operations to
provide cellular and other telecommunications services. As a result of
Century's acquisition of PTI on December 1, 1997, the Company acquired
660,000 telephone access lines located in four midwestern states, seven
western states and Alaska, and approximately 100,000 cellular
subscribers in markets operated by PTI in two midwestern states and
Alaska. Cellunet intends to integrate the cellular operations that it
purchased from PTI into its existing cellular operations. Century will
operate the remainder of PTI as a wholly-owned subsidiary, with its
headquarters remaining in Vancouver, Washington. In connection with the
acquisition, Century has reorganized its telephone operations into three
operating regions, including a new western telephone operating region,
substantially all of which will be comprised of PTI's LECs in seven
western states and Alaska. As soon as practical, Century plans to offer
long distance, Internet and certain other services in most of PTI's
local exchange markets on substantially the same terms on which the
Company recently began to offer such services to its telephone
customers. Other than these new product offerings and the possible sale
of non-strategic assets, Century plans to continue to operate PTI in the
ordinary course of business.
For additional information regarding PTI, see its annual,
quarterly and current reports filed under the Exchange Act, recent
copies of which are included as exhibits to the Registration Statement
of which this Prospectus forms a part and which are incorporated by
reference into this Prospectus.
Recent Events Affecting the Telecommunications Industry
The telecommunications industry continues to undergo various
fundamental regulatory, competitive and technological changes that make
it difficult to determine the form or degree of future regulation and
competition affecting the Company's telephone and mobile communications
operations. These changes may have a significant impact on the future
financial performance of all telecommunications companies.
In February 1996 the United States Congress enacted the
Telecommunications Act of 1996 (the "1996 Act"), which obligates LECs to
permit competitors to interconnect their facilities to the LEC's
network and to take various other steps that are designed to promote
competition. Although the 1996 Act provides certain waiver
opportunities for rural LECs such as those operated by the Company, the
FCC's August 1996 order implementing most of the 1996 Act's
interconnection provisions placed the burden of proving the continuing
availability of the rural telephone company exemption on rural LECs. In
July 1997 the U.S. Court of Appeals for the Eighth Circuit overturned
several provisions of the FCC's August 1996 interconnection order,
including the rules placing the burden of proof on rural LECs to retain
their rural exemption. This decision is being appealed.
Coincident with the recent movement toward increased competition
has been the gradual reduction of regulatory oversight of LECs. These
cumulative changes have led to the continued growth of various companies
providing competitive access and other services that compete with LECs'
services. Wireless telephone services are also expected to increasingly
compete with LECs.
In recent years, the FCC has allocated additional frequency
spectrum for mobile communications technologies that are expected to be
competitive with cellular, including PCS and mobile satellite services.
In 1996 several major PCS companies began providing services competitive
with cellular in selected larger markets, although thus far the Company
has experienced competition from PCS companies in only a limited number
of its markets. The FCC has also authorized certain specialized mobile
radio service licensees to configure their systems so as to operate in a
manner similar to cellular systems.
SELLING SHAREHOLDERS AND THE SHARES TO BE OFFERED
The Shares being offered pursuant to this Prospectus were acquired
by the Selling Shareholders under the terms of Restricted Stock
Agreements between each Selling Shareholder and Century entered into in
connection with the employment of the Selling Shareholder by Aragon
Holding Group, Inc. ("Aragon"), a subsidiary of Century.
The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholders. The following table sets forth (i)
the name of each Selling Shareholder; (ii) the amount of Century's
Common Stock owned by the Selling Shareholder as of December 10, 1997;
(iii) the amount of Common Stock to be offered by the Selling
Shareholder; and (iv) the amount of Common Stock to be held by each
Selling Shareholder subsequent to the offering. From May 31, 1996
through November 12, 1997, each of the Selling Shareholders was an
officer of Aragon.
Common Stock
to be Owned
Common Common Subsequent to
Stock Stock the Offering (for
Owned On to be further internal
Name December 10, 1997(1) Offered distribution)(1)
- ---- ---------------------- --------- ------------------
Gary E. Miller 10,519 10,519 0
Vicki L. Savala 2,338 2,338 0
David Joest 2,338 2,338 0
------ ------ --
TOTALS 15,195 15,195 0
====== ====== ==
_______________
(1)Mr. Miller, Ms. Savala and Mr. Joest have 700, 542 and 554 shares of
Common Stock, respectively, credited to their accounts in Century
employee benefit plans, none of which are included in the figures set
forth above.
________________________
The Shares offered hereby may be sold from time to time by the
Selling Stockholders or their pledgees, donees, transferees or other
successors in interest. Such sales may be made on the New York Stock
Exchange, or otherwise, at prices and on terms then prevailing or at
prices related to the then-current market prices, or in negotiated
transactions at negotiated prices. Any commissions payable in
connection with such sales will be the regular commissions of brokers
for effecting such sales. The Selling Stockholders and any broker-
dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act
of 1933, and any commission received by them and any profit on the
resale of shares sold by them may be deemed to be underwriting discounts
and commissions. In addition, any securities covered by this Prospectus
that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.
All expenses of registration incurred in connection with this
offering will be paid by Century. The Selling Stockholders will be
responsible for all selling and other expenses, including discounts,
concessions, commissions or other compensation due to any broker or
dealer in connection with the sale of any of the Shares offered hereby.
EXPERTS
The consolidated financial statements and related financial
statement schedules of Century as of December 31, 1995 and 1996, and
for each of the years in the three-year period ended December 31, 1996,
included in Century's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, incorporated by reference herein, have been
incorporated by reference in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which is also
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.
The financial statements from Pacific Telecom, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996 included in
this prospectus and elsewhere in the Registration Statement have been
audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration
Statement, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.Incorporation of Documents by Reference.
The following documents, which have been filed by Century with the
Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference:
(a) Century's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) Century's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1997.
(c) Century's Current Reports on Form 8-K dated April 15, May 5,
June 11, December 1 and December 11, 1997.
(d) Century's Registration Statement filed under the Exchange
Act (File No. 1-7784), as amended and restated on Form 8-A/A
filed December 2, 1996, which includes a description of the
Company's Common Stock and Preference Share Purchase Rights.
All documents filed by Century with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be
made a part hereof from the date of filing of such documents.
Information incorporated herein by reference is not necessarily complete
and is qualified in its entirety by the information and financial
statements appearing in all of the documents incorporated herein by
reference and should be read together therewith. Any statement
contained in a document incorporated or deemed to be incorporated by
reference shall be deemed to be modified or superseded to the extent
that any other document subsequently filed or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
Not applicable.
Item 6.Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in
part that a corporation may indemnify any director, officer, employee or
agent of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to
which he is or was a party or is threatened to be made a party
(including any action by or in the right of the corporation) if such
action arises out of his acts on behalf of the corporation and he acted
in good faith not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may indemnify
any person for willful or intentional misconduct. A corporation has the
power to obtain and maintain insurance, or to create a form of self-
insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal
authority to indemnify the insured person against such liability.
Article II, Section 10 of Century's by-laws (the "Indemnification
By-law") provides for mandatory indemnification for directors and
officers or former directors and officers of Century to the fullest
extent permitted by Louisiana law.
Century's Articles of Incorporation authorize it to enter into
contracts with directors and officers providing for indemnification to
the fullest extent permitted by law. Century has entered into
indemnification contracts providing contracting directors or officers
the procedural and substantive rights to indemnification currently set
forth in the Indemnification By-law ("Indemnification Contracts"). The
right to indemnification provided by an Indemnification Contract applies
to all covered claims, whether such claims arose before or after the
effective date of the contract.
Century maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.
The Indemnification Contracts provide that, to the extent insurance is
reasonably available, Century will maintain comparable insurance
coverage for each contracting party as long as he or she serves as an
officer or director and thereafter for so long as he or she is subject
to possible personal liability for actions taken in such capacities.
The Indemnification Contracts also provide that if Century does not
maintain comparable insurance, it will hold harmless and indemnify a
contracting party to the full extent of the coverage that would
otherwise have been provided for his or her benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Century pursuant to the foregoing provisions, or
otherwise, Century has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7.Exemption From Registration Claimed.
The shares of Common Stock registered pursuant to this
registration statement were originally issued as restricted stock to a
total of three persons in connection with such persons entering into
employment agreements with a subsidiary of the registrant. The shares
were issued pursuant to the private offering exemption provided by
Section 4(2) of the Securities Act of 1933. In connection with the
issuance, each of the purchasers certified that he or she was
experienced and sophisticated in business matters and had access to all
material information regarding the Company.
Item 8.Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Annual Report on Form 10-K of PTI for the year ended
December 31, 1996, not including the exhibits thereto
(incorporated by reference to Exhibit 99.1 of Century's
Registration Statement on Form S-3, Registration No.
333-42013).
99.2 Quarterly Report on Form 10-Q of PTI for the quarter ended
March 31, 1997, not including the exhibits thereto
(incorporated by reference to Exhibit 99.2 of Century's
Registration Statement on Form S-3, Registration No.
333-42013).
99.3 Quarterly Report on Form 10-Q of PTI for the quarter ended
June 30, 1997, not including the exhibits thereto
(incorporated by reference to Exhibit 99.3 of Century's
Registration Statement on Form S-3, Registration No.
333-42013).
99.4 Quarterly Report on Form 10-Q of PTI for the quarter ended
September 30, 1997, not including the exhibits thereto
(incorporated by reference to Exhibit 99.4 of Century's
Registration Statement on Form S-3, Registration No.
333-42013).
99.5 Current Report on Form 8-K of PTI dated April 11, 1997, not
including the exhibits thereto (incorporated by reference to
Exhibit 99.5 of Century's Registration Statement on Form S-
3, Registration No. 333-42013).
99.6 Current Report on Form 8-K of PTI dated September 30, 1997,
not including the exhibits thereto (incorporated by
reference to Exhibit 99.6 of Century's Registration
Statement on Form S-3, Registration No. 333-42013).
Item 9.Undertakings.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for pur-
poses of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceedings)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroe, State of
Louisiana, on December 12, 1997.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Clarke M.Williams
-----------------------
Clarke M. Williams
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears immediately below constitutes and appoints Clarke M.
Williams, Glen F. Post, III and Harvey P. Perry, or any one of them, his
true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ CLARKE M. WILLIAMS Chairman of the Board December 12, 1997
---------------------- of Directors
Clarke M. Williams
/s/ GLEN F. POST, III Vice Chairman of the December 12, 1997
-------------------- Board of Directors,
Glen F. Post, III President and Chief
Executive Officer
/s/ R. STEWART EWING, JR. Senior Vice President and December 12, 1997
- ------------------------- Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
/s/ HARVEY P. PERRY Senior Vice President, December 12, 1997
------------------- General Counsel,
Harvey P. Perry Secretary and Director
/s/ W. BRUCE HANKS Senior Vice President- December 12, 1997
------------------ Corporate Development
W. Bruce Hanks and Strategy and Director
/s/ MURRAY H. GREER Controller December 12, 1997
------------------- (Principal Accounting Officer)
Murray H. Greer
/s/ WILLIAM R. BOLES, JR. Director December 12, 1997
- -------------------------
William R. Boles, Jr.
/s/ VIRGINIA BOULET Director December 12, 1997
-------------------
Virginia Boulet
/s/ ERNEST BUTLER, JR. Director December 12, 1997
----------------------
Ernest Butler, Jr.
/s/ CALVIN CZESCHIN Director December 12, 1997
-------------------
Calvin Czeschin
/s/ JAMES. B. GARDNER Director December 12, 1997
---------------------
James B. Gardner
/s/ R. L. HARGROVE, JR. Director December 12, 1997
- -----------------------
R. L. Hargrove, Jr.
/s/ JOHNNY HEBERT Director December 12, 1997
-----------------
Johnny Hebert
/s/ F. EARL HOGAN Director December 12, 1997
-----------------
F. Earl Hogan
/s/ C. G. MELVILLE, JR. Director December 12, 1997
- -----------------------
C. G. Melville, Jr.
/s/ JIM D. REPPOND Director December 12, 1997
------------------
Jim D. Reppond
Jones, Walker EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
December 12, 1997
Century Telephone Enterprises, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
Gentlemen:
We have acted as counsel for Century Telephone Enterprises,
Inc., a Louisiana corporation (the "Company"), in connection with
the Company's registration statement on Form S-8 (the "Registration
Statement") with respect to the issuance by the Company of 15,195
shares of the common stock of the Company, $1.00 par value per share
(the "Common Stock") to three employees of Aragon Holding Group,
Inc., a subsidiary of the Company, pursuant to the terms of
restricted stock agreements between each such employee and the
Company.
Based upon the foregoing, and upon our examination of such
matters as we deem necessary in order to furnish this opinion, we
are of the opinion that the shares of Common Stock referred to
herein are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
----------------------
Margaret F. Murphy
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Century Telephone Enterprises, Inc.
We consent to the use of our report dated January 29, 1997, related to the
consolidated financial statements and related financial statement schedules
of Century Telephone Enterprises, Inc. as of December 31, 1996 and 1995, and
for each of the years in the three-year period ended December 31, 1996,
incorporated by reference and to the reference to our firm under the heading
"Experts" in the prospectus constituting part of the Registration Statement
on Form S-8 of Century Telephone Enterprises, Inc. to be filed on or about
December 11, 1997.
/s/ KPMG Peat Marwick LLP
- --------------------------
KPMG PEAT MARWICK LLP
Shreveport, Louisiana
December 11, 1997
[Letterhead of Deloitte & Touche LLP]
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
Pacific Telecom, Inc.:
We consent to the use in this Registration Statement of Century Telephone
Enterprises, Inc. on Form S-8 of our report dated January 27, 1997, appearing
in the Annual Report on Form 10-K included herein of Pacific Telecom, Inc.
for the year ended December 31, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
Portland, Oregon
December 11, 1997
