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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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 if other than Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] 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 (Set forth amount on which
the filing fee is calculated and state how it was determined.):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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 8, 1997 (the
"Annual Meeting"), according to the stock records of the Company. At the
Annual Meeting, the shareholders will consider and vote upon (i) the
election of four Class III directors, (ii) a short-term incentive bonus
program for the Chairman of the Board and the Chief Executive Officer and
(iii) an amendment to the Company's 1995 Incentive Compensation Plan, all
of which are described further in the accompanying notice and proxy
statement.
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 13, 1997
<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 8, 1997 (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 (i) the election of four Class III directors, (ii) a short-term
incentive bonus program for the Chairman of the Board and the Chief
Executive Officer and (iii) an amendment to the Company's 1995 Incentive
Compensation Plan, all of which are described further in the accompanying
notice and proxy statement.
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 the party furnishing such letter 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 13, 1997
<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 1997 Annual Meeting of Shareholders. At such meeting, the
shareholders will consider and vote upon (i) the election of four Class
III directors, (ii) a short-term incentive bonus program for the
Chairman of the Board and the Chief Executive Officer and (iii) an
amendment to the Company's 1995 Incentive Compensation Plan, all of which
are described further in the accompanying notice and proxy statement.
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 6,
1997 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) Barclays Global Investors, N.A. ("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
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 13, 1997
<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 8,
1997, at the Monroe Civic Center Conference Hall-West, 401 Lea Joyner
Expressway, Monroe, Louisiana, for the following purposes:
1. To elect four Class III directors;
2. To consider and vote upon a proposal to approve the Company's
Chairman/Chief Executive Officer Short-Term Incentive Program as set
forth in the accompanying proxy statement;
3. To consider and vote upon a proposal to amend the Company's 1995
Incentive Compensation Plan to add performance goals applicable to
certain grants of restricted stock and performance shares as set
forth in the accompanying proxy statement; and
4. 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 10,
1997, 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 13, 1997
________________________________________
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 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 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 13, 1997
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 19, 1997.
On March 10, 1997, the record date for determining shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), the
Company had outstanding 60,021,307 shares of common stock (the "Common
Stock") and 401,629 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 131,062,948 votes are entitled
to be cast at the Meeting, of which 130,532,383 (99.6%) 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 Company's 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 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. Four Class III 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 four below-named nominees, each of whom
has been recommended for election by the Board's Nominating Committee.
Because no shareholder has timely nominated any individuals to stand for
election at the Meeting in accordance with the Company's director
nomination bylaw (which is described generally under the heading "Other
Matters - Shareholder Nominations and Proposals"), the four below-named
nominees will be the only individuals that may be elected at the Meeting.
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 investment
power. 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 III Directors (for term expiring in 2000):
CALVIN CZESCHIN, age 61; 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 (1)
<PAGE> 3
F. EARL HOGAN, age 75; a director since 1968; Managing Partner of
EDJ Farms Partnership, a farming enterprise.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 17,993
HARRY P. PERRY, age 52; 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: 219,438 (2)(3)
JIM D. REPPOND, age 55; a director since 1986; retired; Vice
President-Telephone Group of the Company from January 1995 to July
1996; President-Telephone Group of the Company (or a comparable
predecessor position) from May 1987 to December 1994.
Committee Memberships: Executive; Insurance Evaluation
Shares Beneficially Owned: 110,155 (2)
The Board unanimously recommends a vote FOR each of these proposed
nominees.
Class I Directors (term expires in 1998):
WILLIAM R. BOLES, JR., age 40; 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: 2,122
<PAGE> 4
W. BRUCE HANKS, age 42; a director since 1992; Senior Vice
President-Corporate Development and Strategy of the Company since
October 1996; President-Telecommunications Services of the Company
(or a comparable predecessor position) between July 1989 and October
1996.
Committee Memberships: Insurance Evaluation
Shares Beneficially Owned: 188,600 (2)
C. G. MELVILLE, JR., age 56; 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: 12,634
GLEN F. POST, III, age 44; 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: 431,384 (2)
CLARKE M. WILLIAMS, age 75; 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: 587,413 (2)
<PAGE> 5
Class II Directors (term expires in 1999):
VIRGINIA BOULET, age 43; a director since January 1995; Partner,
Phelps Dunbar, L.L.P., a law firm.
Committee Memberships: Audit; Shareholder Relations
Shares Beneficially Owned: 1,732 (4)
ERNEST BUTLER, JR., age 68; a director since 1971; Senior Executive
Vice President and Director, Stephens Inc., an investment banking
firm.
Committee Memberships: Audit; Compensation (Chairman); Shareholder
Relations
Shares Beneficially Owned: 337
JAMES B. GARDNER age 62; a director since 1981; Managing Director
of a division of Service Asset Management Company, a financial
services firm, and Business Consultant; President and Chief
Executive Officer, Pacific Southwest Bank, F.S.B. from November 1991
to April 1994; for several years prior to November 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
R. L. HARGROVE, JR., age 65; 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
<PAGE> 6
JOHNNY HERBERT, age 68; 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: 3,216 (5)
_______________
(1) Includes 5,332 shares owned by Mr. Czeschin's wife, as to which he
disclaims beneficial ownership.
(2) 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, 1996 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:
Name Restricted Stock Option Shares Plan Shares
- ----------------- ---------------- ------------- -----------
Harvey P. Perry 7,002 168,730 14,812
Jim D. Reppond 0 77,500 0
W. Bruce Hanks 7,203 157,578 21,330
Glen F. Post, III 13,190 357,399 31,025
Clarke M. Williams 15,977 483,705 64,133
(3) Includes 11,335 shares owned by Mr. Perry's wife, as to which he
disclaims beneficial ownership, and 1,200 shares held as custodian
for the benefit of his children.
(4) Includes 282 shares held by Ms. Boulet as custodian for the benefit
of her children.
(5) Includes 750 shares owned by Mr. Hebert's wife, as to which he
disclaims beneficial ownership.
__________________
<PAGE> 7
Meetings and Certain Committees of the Board
During 1996 the Board held four regular meetings and two special
meetings.
The Board's Executive Committee, which met two times during 1996, 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 1996.
The Board's Nominating Committee, which held three meetings in 1996,
is responsible for recommending to the Board both a proposed slate of
nominees for election as directors and the individuals proposed for ap-
pointment 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 four meetings during 1996.
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 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
PROPOSAL TO APPROVE THE CHAIRMAN/CHIEF EXECUTIVE OFFICER
SHORT-TERM INCENTIVE PROGRAM
The Proposal
The annual incentive bonus to be paid to the Company's Chairman and
to its Chief Executive Officer for 1997 and future years will be paid
pursuant to the Chairman/Chief Executive Officer Short-Term Incentive
Program (the "Program"). The Program was adopted by the Incentive Awards
Subcommittee of the Compensation Committee of the Board of Directors (the
"Committee") on February 24, 1997, and ratified by the Board, subject to
shareholder approval of the Program at the Meeting. If the Program is
not approved at the Meeting, the annual incentive bonus to be paid to
Clarke M. Williams, the Chairman of the Board, and Glen F. Post, III, the
Chief Executive Officer, under the Program will not be paid. In such
event, the Committee may determine to pay a bonus to the Chairman and to
the Chief Executive Officer on other terms in order to provide
compensation commensurate with their responsibilities. The Program is
included with this proxy statement as Exhibit A.
Purpose of the Proposal
Under Section 162(m) of the Internal Revenue Code (the "Code"), the
allowable deduction for compensation paid or accrued with respect to the
Chief Executive Officer and the four other most highly compensated
executive officers of the Company is limited to $1 million per year. An
exclusion from the $1 million limitation is available for compensation
that satisfies the requirements provided in Section 162(m) of the Code
for qualified performance-based compensation. The purpose of submitting
the Program to the shareholders is to satisfy the shareholder approval
requirement of Section 162(m) in order to qualify the annual incentive
bonus as performance-based compensation that will be excluded from the
$1 million limit on deductible compensation under Section 162(m).
The Program
The Program is administered by the Committee, and the Committee has
the power to establish performance goals and objectives, adopt
appropriate regulations, certify as to the achievement of performance
goals and make all determinations necessary for the administration of the
Program.
Under the Program, each of the Chairman of the Board and the Chief
Executive Officer will be paid an annual incentive bonus based on the
achievement of pre-established annual performance goals. The performance
goals for each year must be established within the first 90 days of the
year. The performance goals for each year will be based upon one or more
of the following: return on equity, revenue growth, earnings per share,
an economic value added measure, shareholder return, earnings, return on
assets or cash flow. Performance goals may be measured on an absolute
basis or relative to a group of peer companies selected by the Committee,
relative to internal goals or relative to levels attained in prior years.
For each year that the Program is in effect, the Committee may use one or
more of the performance goals permitted under the Program and may change
the performance goals and targets from year to year.
<PAGE> 9
The Committee has discretion to decrease but not increase the amount
of the bonus paid to the Chairman and the Chief Executive Officer from
the amount that is payable under the terms of the pre-established formula
for the applicable year. The Committee may determine to pay a portion of
the bonus in restricted stock rather than in cash. Prior to the payment
of the annual bonus under the Program, the Committee must certify in
writing that the performance goals and the applicable conditions to the
payment of the bonus have been met.
If the Chairman or Chief Executive Officer's employment is
terminated as the result of normal retirement, early retirement (with the
Company's permission), permanent disability or death during the year for
which performance is being measured, the participant or his heirs or
beneficiary will receive the incentive bonus as earned pursuant to the
applicable formula for the year in which the termination of employment
occurred. If employment is terminated for any other reason, he will not
receive an award for that year. In the event of a change of control of
the Company, the Program year will be deemed to end and the incentive
bonus will be paid to the extent of the achievement of the performance
goals up to that date.
The Committee may amend, suspend or terminate the Program at any
time. Any amendment or termination of the Program shall not, however,
affect the right of the Chairman or the Chief Executive Officer to
receive an incentive bonus earned for the year during which the Program
was amended or terminated or any earned but unpaid incentive bonus. The
Program consists of individual calendar year plans, beginning January 1,
1997 and each consecutive January 1 thereafter through 2001, unless
terminated by the Committee.
Plan Benefits
New Plan Benefits Under the Chairman/Chief Executive Officer
Short-Term Incentive Program
Estimated Dollar Value of
Potential Annual Bonus for 1997(1)
Name and Position Minimum Target Maximum
------------------ --------- --------- ---------
Clarke M. Williams, $ 138,380 $ 276,760 $ 553,520
Chairman of the Board
Glen F. Post, III,
Chief Executive Officer 123,805 247,610 495,220
All executive officers
as a group 262,185 524,370 1,048,740
____________________
(1) Based on a percentage of current salary. The potential amount of
the bonus for future years is expected to change, but may not exceed
$800,000 per participant in any year.
Vote Required
Approval of the proposal to approve the Program requires the
affirmative vote of the holders of at least a majority of the voting
power present or represented by proxy at the Meeting.
The Board unanimously recommends that the shareholders vote FOR the
proposal to approve the Program.
<PAGE> 10
PROPOSAL TO APPROVE AN AMENDMENT TO THE
1995 INCENTIVE COMPENSATION PLAN
General
Under the Company's 1995 Incentive Compensation Plan (the "1995
Plan"), the Incentive Awards Subcommittee of the Compensation Committee
of the Board of Directors (the "Committee") is authorized to grant stock
options, stock appreciation rights, restricted stock and performance
shares to key employees of the Company. The 1995 Plan provides the
Committee with the authority, within certain limits provided in the 1995
Plan, to set the terms of the awards at the time of grant. The proposed
amendment sets forth the different types of performance goals that the
Committee may require to be achieved in connection with the grant of
performance-based restricted stock and performance shares under the 1995
plan. The 1995 Plan was approved by the shareholders at the Company's
1995 Annual Meeting. A copy of the proposed amendment is included as
Exhibit B to this proxy statement.
Purpose of the Proposal
Under Section 162(m) of the Code, the allowable deduction for
compensation paid or accrued with respect to the Chief Executive Officer
and the four other most highly compensated executive officers of the
Company is limited to $1 million per year. An exclusion from the $1
million limitation is available for compensation that satisfies the
requirements provided in Section 162(m) of the Code for qualified
performance-based compensation. As with the Chairman/Chief Executive
Officer Short-Term Incentive Program, the purpose of submitting the
amendment to the 1995 Plan to the shareholders for approval is to satisfy
the shareholder approval requirement of Section 162(m) for performance-
based restricted stock and performance shares granted under the 1995
Plan. Restricted stock and performance shares granted under the 1995
Plan will qualify as performance-based compensation if, in addition to
the satisfaction of other requirements, these awards are vested or earned
as a result of the achievement of performance goals pre-established in
writing by the Committee and the material terms of the performance goals
are disclosed to and approved by the shareholders. In order to meet this
requirement and protect the Company's deduction for this performance-
based compensation, the Company is submitting the performance goals as an
amendment to the 1995 Plan to the shareholders for approval. If the
shareholders do not approve the amendment at the Meeting, the previously
granted restricted stock and performance shares described in the New Plan
Benefits table will be automatically cancelled. In such case, in order
to provide competitive compensation to executive officers, the Committee
may determine to make alternate awards to replace the canceled awards.
Eligibility and Shares Subject to Award
Shares of restricted stock and performance shares have been awarded
in 1997 to 33 officers of the Company. However, any of the Company's
approximately 3,000 full-time employees could be determined to be key
employees eligible to be granted restricted stock and performance shares
under the 1995 Plan.
<PAGE> 11
The 1995 Plan, as previously approved by shareholders, limits the
total number of shares of Common Stock that may be issued through the
1995 Plan to two million shares and the number of shares that may be
issued as restricted stock to 500,000 shares. No participant may be
granted restricted stock and performance shares with respect to more than
200,000 shares through the 1995 Plan in one year. The 200,000 share
limit applies in the aggregate to all types of awards that may be granted
under the 1995 Plan to a participant in a year, including stock options.
Terms of Restricted Stock and Performance Shares under the 1995 Plan
Shares of Common Stock may be granted by the Committee to an
eligible employee and made subject to restrictions regarding the sale,
pledge or other transfer by the employee for a specified period (the
"Restricted Period"). All shares of restricted stock will be subject to
such restrictions as the Committee may designate in an agreement with the
employee, including, among other things, that the shares are required to
be forfeited or resold to the Company in the event of termination of
employment or in the event specified performance goals or targets are not
met. A Restricted Period of at least three years is generally required,
except that if the vesting of shares of restricted stock is subject to
the attainment of performance goals, the Restricted Period may be one
year or more. Subject to the restrictions provided in the participant's
agreement and the 1995 Plan, a participant receiving restricted stock
shall have all of the rights of a shareholder as to such shares,
including dividend and voting rights.
Performance shares consist of the grant by the Company to an
eligible employee of a contingent right to receive shares of Common Stock
or cash with or without any payment by the employee. Each performance
share will be subject to the achievement of performance objectives by the
Company, an operating division or a subsidiary by the end of or within a
specified period. The number of shares granted under the performance
criteria will be determined by the Committee. The award of performance
shares does not create any right in the participant as a shareholder of
the Company until the issuance of shares of Common Stock upon completion
of the performance period. Performance shares may be awarded in
conjunction with the grant of dividend equivalent payment rights that
entitle a participant to receive an amount equal to the cash dividends
paid on an equal number of shares of Common Stock during the period
beginning on the date of grant of an award and ending on the date on
which the award is paid or forfeited.
The Performance Goals
For restricted stock and performance shares that are intended to
qualify as performance-based compensation under Section 162(m), the
Committee will establish specific performance goals for each performance
period not later than 90 days after the beginning of the performance
period. The Committee will also establish a schedule, setting forth the
portion of the award that will be earned or forfeited based on the degree
of achievement, or lack thereof, of the performance goals at the end of
the performance period by the Company, an operating division or a
subsidiary. The Committee will use any or a combination of the following
performance measures: earnings per share, return on assets, an economic
value added measure, shareholder return, earnings, return on equity or
cash flow. For any performance period, the performance objectives may be
measured on an absolute basis or relative to a group of peer companies
selected by the Committee, relative to internal goals, or relative to
levels attained in prior years.
<PAGE> 12
The Compensation Committee may not waive any of the pre-established
performance goal objectives. Under the terms of the 1995 Plan, however,
in the event of a change of control of the Company, the restricted stock
and the performance shares will automatically vest. In the event of
retirement, death or disability during the performance period, the
Committee may provide that all or a portion of the performance shares and
restricted stock will vest.
Prior to the payment of any performance shares or the release of
restrictions on performance-based restricted stock, the Committee must
certify in writing that the performance goals and all applicable
conditions have been met.
The Committee retains authority to change the performance goal
objectives with respect to future grants to any of those provided in the
amendment. As a result, the regulations under Section 162(m) require
that the material terms of the performance goals be reapproved by the
shareholders five years after initial shareholder approval.
Awards of Restricted Stock and Performance Shares
The table below provides information on the shares of performance-
based restricted stock and performance shares granted to the Named
Executive Officers and the groups indicated for 1997, subject to
shareholder approval of the proposed amendment at the Meeting. The
Committee plans to grant in future years additional shares of
performance-based restricted stock and performance shares with one or
more of the performance goals described in the amendment to the 1995
Plan.
New Plan Benefits
Name and Position Number of Dollar Value
Shares of Performance-
Performance- Number of Based Restricted
Based Performance Stock/Performance
Shares(1) Shares(1) Shares(2)
Clarke M. Williams 1,615 1,616 $ 98,142
Chairman of the Board
Glen F. Post, III 1,615 1,616 98,142
Vice Chairman of the Board,
President and
Chief Executive Officer
W. Bruce Hanks 486 487 29,555
Senior Vice President -
Corporate Development
and Strategy
Harvey P. Perry 486 487 29,555
Senior Vice President,
Secretary and General
Counsel
R. Stewart Ewing, Jr. 486 487 29,555
Senior Vice President and
Chief Financial Officer
All current executive officers
as a group 5,660 5,667 344,058
All employees other than
current executive officers
as a group 2,708 2,719 164,845
____________________________
<PAGE> 13
(1) The shares of performance-based restricted stock and performance
shares granted in 1997 will vest after five years, depending
upon the Company's total shareholder return for the five-year
period as compared to the other companies in the Value Line
Telecommunications/Other Majors Index. For additional information
regarding this index, see "Executive Compensation and Related
Information - Performance Graph." Dividends on the shares of
restricted stock will be paid to participants during the restricted
period. The Committee also granted in 1997 shares of restricted
stock that are not based upon Company performance and that will
vest after five years. The number of shares of restricted stock
granted to each person and group included in the table that will
vest based upon the passage of time is the same as the number of
performance shares granted to such person and such group. The
Company also pays a portion of the annual incentive bonus,
which is performance-based, in restricted stock that generally
vests three to five years after grant.
(2) Based on the closing sale price of a share of Common Stock on
February 24, 1997, the date of grant.
___________________
Vote Required
Approval of the amendment to the 1995 Plan requires the affirmative
vote of the holders of at least a majority of the voting power present or
represented by proxy at the Meeting.
The Board unanimously recommends that the shareholders vote FOR the
amendment to the 1995 Plan.
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.
<PAGE> 14
Amount and
Nature of Percent of
Beneficial Outstanding Percent
Name and Address Ownership of Common of Voting
of Beneficial Owner Common Stock(1) Stock(1) Power(2)
Principal Shareholder:
Regions Bank of Louisiana, as Trustee 6,041,638(3) 10.1% 36.1%
(the "Trustee") of the Stock Bonus
Plan and ESOP (the "Benefit Plans")
P. O. Box 7232
Monroe, Louisiana 71211
Management:
R. Stewart Ewing, Jr. 181,622(4) * *
All directors and executive
officers as a group (17 persons) 2,122,585(5) 3.5% 2.6%
___________________________
* Represents less than 1%.
(1) 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 H, K and L 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.
(2) 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.
(3) 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.
(4) Includes 6,996 shares of Restricted Stock, 145,971 Option Shares
that Mr. Ewing has the right to acquire within 60 days of the Record
Date and 14,800 Plan Shares allocated to his account as of December
31, 1996 under the Benefit Plans and as of the Record Date under the
401(k) Plan.
<PAGE> 15
(5) Includes (i) 59,579 shares of Restricted Stock, (ii) 1,565,981
Option Shares that such persons have the right to acquire within 60
days of the Record Date, (iii) 171,014 Plan Shares allocated to
their respective accounts as of December 31, 1996 under the Benefit
Plans and as of the Record Date under the 401(k) Plan, (iv) 27,313
shares held of record by the spouses of certain directors and
executive officers, as to which beneficial ownership is disclaimed,
and (v) 1,482 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, either directly or
through its Incentive Awards Subcommittee, monitors and evaluates the
compensation levels of the Company's executive officers and directors,
administers the Company's restricted stock and incentive compensation
programs, and performs other related tasks. Subject to certain limited
exceptions, all determinations of the Committee or Subcommittee are
submitted to the full Board for its ratification. 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 and the Subcommittee is
composed entirely of Committee members who qualify as "outside directors"
under Section 162(m) of the Internal Revenue Code of 1986 and as "non-
employee directors" under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934.
During 1996, the Committee applied the following compensation
objectives in connection with its deliberations:
* 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
* 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
<PAGE> 16
During 1996, the Company's executive compensation was comprised of
(i) salary, (ii) an annual cash and stock incentive bonus and (iii) other
benefits typically provided to executives of comparable companies, all as
described further below. In recent years, the Company has provided
additional incentive compensation in the form of stock options and a
stock retention program. For each such component of compensation, the
Company's compensation levels are compared with those of comparable
companies.
During 1996, the Committee retained an independent consulting firm
to review 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 several 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.
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 1996, 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 near or slightly below the midpoint of salary ranges for
comparable officers at comparable companies, except for the Chief
Executive Officer, whose salary continued to be 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 8.5% and the salary of each other named
officer between 4.50% and 4.75%. 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.
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."
<PAGE> 17
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 1996 the Committee recommended that the
executive officers receive an incentive bonus for 1996 equal to 25% of
their annual salaries if the Committee's 1996 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 1996 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 1996 targets for both
return on equity and revenue growth, each executive officer received a
bonus equal to 36.5% of his 1996 salary. The Incentive Awards
Subcommittee 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 1996 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 1996, 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. While the Committee elected to
maintain the Company's annual bonus program unchanged for 1996, an
increase in the target bonus has been approved for 1997.
Stock Incentive Programs. The Company's current incentive
compensation programs authorize the Compensation Committee or the
Incentive Awards Subcommittee 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 align 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 or
Incentive Awards Subcommittee. The Subcommittee generally determines the
size of option grants based on information furnished by its consultants
regarding stock option practices among comparable companies and by
creating greater opportunities for stock ownership the greater one's
responsibilities and duties. The Subcommittee also considers stock
option grants previously made and the aggregate of such grants. In 1996
the Subcommittee determined that it was unnecessary to award any new
options.
<PAGE> 18
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 vested in 1996, 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
market value of the Common Stock increases by 30% over the price on the
award date prior to April 1998. 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 have been made under this program
since 1993.
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 and Subcommittee 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 8.5% during 1996, to
$450,000. This increase was intended to reduce a substantial portion of
the gap between the Chief Executive Officer's 1995 salary and the
midpoint of the salary range for comparable officers at comparable
companies determined by the Committee's consultants. Application of the
Committee's compensation criteria also resulted in the Chief Executive
Officer receiving for 1996 a bonus valued at 36.5% of his base salary
paid in the form of $95,303 cash and 2,050 shares of Restricted Stock.
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. The Compensation Committee has formed an Incentive Awards
Subcommittee, composed solely of 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> 19
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.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation Awards
------------------------
No. of
Annual Compensation Restricted Securities
Name and Current ------------------- Stock Underlying All Other
Principal Position Year Salary Bonus(1) Awards(1) Options Compensation(2)
- ------------------ ---- ------ -------- --------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 1996 $494,003 $108,187 $ 72,137 0 $83,387
Chairman of the Board 1995 470,864 107,357 71,584 126,336 81,295
1994 448,161 134,449 89,621 0 75,629
Glen F. Post, III 1996 435,176 95,303 63,550 0 56,214
Vice Chairman of the 1995 383,969 87,545 58,354 126,336 52,081
Board, President and 1994 336,129 100,839 67,239 0 39,888
Chief Executive Officer
W. Bruce Hanks 1996 240,564 52,684 35,123 0 33,297
Senior Vice President - 1995 228,975 72,581 34,796 36,552 34,842
Corporate Development 1994 217,930 89,264 43,586 0 29,654
and Strategy
Harvey P. Perry 1996 234,490 51,353 34,224 0 32,372
Senior Vice President, 1995 223,201 50,890 33,919 36,552 32,410
Secreatry and General 1994 212,440 63,732 42,501 0 27,879
Counsel
R. Stewart Ewing, Jr. 1996 234,199 51,290 34,193 0 31,940
Senior Vice President 1995 222,918 50,825 33,885 36,552 32,021
and Chief Financial 1994 212,178 63,653 42,439 0 27,542
Officer
</TABLE>
(1) For each year indicated above, the Company has awarded a portion of
the officers' annual incentive bonuses in the form of Restricted
Stock ("Restricted Shares"). In addition, in 1993 the Company
issued in connection with its Stock Retention Program 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 value of Restricted
Shares awarded, determined as of the award date. The chart below
sets forth additional information as of December 31, 1996 regarding
the named executive officers' aggregate holdings of such shares and
the aggregate value thereof, determined as if all Restricted Stock
and Contingent Performance Shares were fully vested and earned.
(This chart does not reflect Restricted Shares granted in February
1997 as incentive bonuses for the Company's 1996 performance.)
<PAGE> 20
Contingent Aggregate
Restricted Performance Value at
Name Shares Shares Total December 31, 1996
----------- ----------- ----------- ------- -----------------
Mr. Williams 13,723 1,440 15,163 $468,158
Mr. Post 10,006 1,080 11,086 342,280
Mr. Hanks 6,764 810 7,574 233,847
Mr. Perry 6,499 810 7,309 225,665
Mr. Ewing 6,494 810 7,304 225,511
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."
(2) Comprised of the Company's (i) matching contributions to the 401(k)
Plan (as supplemented in 1995 and 1996 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, 1996 (as
supplemented by contributions under the Company's Supplemental
Defined Contribution Plan), in each case for and on behalf of the
named executive officers as follows:
<PAGE> 21
Medical Life Stock Bonus
401(k) Plan Plan Insurance Plan and ESOP
Name Year Contribtuions Premiums Premiums Contributions
- -------------- ---- ------------- -------- -------- -------------
Mr. Williams 1996 $ 0 $1,344 $38,887 $43,156
1995 0 1,344 37,065 42,886
1994 0 1,344 29,245 45,040
Mr. Post 1996 15,895 1,344 958 38,017
1995 14,982 1,344 783 34,972
1994 4,135 1,344 628 33,781
Mr. Hanks 1996 10,439 1,344 498 21,016
1995 10,855 1,344 443 22,200
1994 4,424 1,344 384 23,502
Mr. Perry 1996 9,579 1,344 964 20,485
1995 9,883 1,344 854 20,329
1994 4,429 1,344 756 21,350
Mr. Ewing 1996 9,567 1,344 569 20,460
1995 9,870 1,344 504 20,303
1994 4,429 1,344 445 21,324
____________________
<PAGE> 22
Option Exercises and Holdings
The following table sets forth certain information concerning the
exercise of options during 1996 and unexercised options held at December
31, 1996.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at in-the-money Options at
No. of Shares December 31, 1996 December 31, 1996
Acquired on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 71,000 $1,745,577 454,374 0 $2,623,044 $0
Glen F. Post, III 35,000 906,618 328,068 0 1,869,553 0
W. Bruce Hanks 0 0 148,746 0 717,746 0
Harvey P. Perry 0 0 159,898 0 1,027,135 0
R. Stewart Ewing, Jr. 0 0 137,139 0 610,903 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> 23
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 employment 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, 1996 was over 30
years for Mr. Williams, 20 years for Mr. Post, 16 years for
Mr. Hanks, 13 years for Mr. Ewing and 12 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".
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 has lapsed but the
agreement remains in effect from year to year, subject to the
right of Mr. Williams or the Company to terminate the
agreement. 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> 24
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> 25
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,
1992 at closing prices on December 31, 1991 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.
[GRAPH OMITTED]
December 31,
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Century Telephone Enterprises, Inc. $100 $143 $130 $151 $164 $161
S&P 500 Index $100 $108 $119 $121 $166 $204
Value Line Telecommunications/
Other Major Index $100 $110 $122 $114 $157 $169
Certain Transactions
The Company paid approximately $529,000 to Boles, Boles
& Ryan, a professional law corporation, for legal services
rendered to the Company in 1996. 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> 26
During 1996, the Company paid approximately $969,000 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 89 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 1996, the Company purchased approximately
$346,000 of electrical contracting services from a firm owned
by the wife and son of Johnny Hebert, a director of the
Company.
During 1996, the Company purchased approximately $79,000
of maintenance services and other related aviation support
services from Legacy Aviation, Inc. (formerly named Fleeman
Aviation, Inc.), which has provided services to the Company
since 1987. In 1995, Clarke M. Williams, the Company's
Chairman of the Board, purchased 100% of Legacy Aviation,
Inc. from unaffiliated parties.
During 1996, the Company paid in the ordinary course of
business approximately $101,000 for automobiles, computers
and certain services from companies owned and operated by
Calvin Czeschin and his family. Mr. Czeschin is a director
of the Company.
For further information see "Compensation Committee
Interlocks and Insider Participation."
Section 16(a) Beneficial Ownership Reporting Compliance
The Securities Exchange Act of 1934 requires the
Company's executive officers and directors, among others, to
file certain beneficial ownership reports with the SEC.
During 1996, William R. Boles, Jr., a director of the
Company, inadvertently filed one report late.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public
accountants for the Company for 1996, has been selected by
the Board to serve again in that capacity for 1997. 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. As indicated
above, the affirmative vote of the holders of a majority of
the voting power present or represented at the Meeting will
be required to approve the Company's Chairman/Chief Executive
Officer Short-Term Incentive Program and the amendment to the
Company's 1995 Incentive Compensation Plan. For purposes of
determining the amount of voting power present with respect
to the votes to be taken with respect to each proposal,
shares as to which the proxy holders have been instructed to
abstain from voting will not be treated as present and will
therefore not affect the outcome of the vote.
<PAGE> 27
Under the rules of the New York Stock Exchange,
brokers who hold shares in street name for customers may vote
in their discretion on matters when they have not received
voting instructions from beneficial owners unless the matter
is a non-routine, "non-discretionary" item. According to the
New York Stock Exchange, brokers who do not receive such
instructions will be entitled to vote in their discretion
with respect to the Company's election of directors and the
other proposals described herein. If brokers who do not
receive voting instructions do not exercise such
discretionary voting power (a "broker non-vote") with respect
to any matter to be considered at the Meeting, 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 considering such matter. Because all matters
to be considered at the Meeting must be approved by plurality
vote or the affirmative vote of a specified percentage of the
voting power present with respect to such matter, broker non-
votes with respect to these proposals will not affect the
outcome of the voting.
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 and the proposals described herein.
Management is unaware of any matter for action by
shareholders at the Meeting other than the election of
directors and the other proposals described herein. 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 1998 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 19, 1997. 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 10,
1997 and February 27, 1998 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 1998 annual
meeting is more than 30 days earlier or later than May 8,
1998, 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.
<PAGE> 28
By Order of the Board of Directors
/s/ Harvey P. Perry
Harvey P. Perry
Secretary
Dated: March 13, 1997
<PAGE>
EXHIBIT A
CENTURY TELEPHONE ENTERPRISES, INC.
CHAIRMAN/CHIEF EXECUTIVE OFFICER
SHORT-TERM INCENTIVE PROGRAM
1. Purpose. The purpose of the Century Enterprises, Inc.
Chairman/Chief Executive Officer Short-Term Incentive
Program (the "Program") is to advance the interests of
Century Telephone Enterprises, Inc. (the "Company") by
providing an annual incentive bonus to be paid to the
Chairman and the Chief Executive Officer of the Company
based on the achievement of pre-established quantitative
Company performance goals.
2. Shareholder Approval. The payment of any bonus
hereunder is subject to the approval of the Program
including the material terms of performance goals used
in the Program by the shareholders of the Company at the
1997 Annual Meeting.
3. Administration. The Incentive Awards Subcommittee of
the Compensation Committee of the Board of Directors of
the Company (the "Committee") shall have authority to
administer the Program in all respects and, in
particular, shall have authority to:
(a) Establish performance goals and objectives for a
particular year;
(b) Establish regulations for the administration of the
Program and make all determinations deemed
necessary for the administration of the Program;
and
(c) Certify as to whether performance goals have been
met.
4. Incentive Bonus. Each of the Chairman and the CEO shall
be eligible to be paid an annual bonus in an amount not
to exceed $800,000. The exact amount of the bonus for
each year shall be calculated according to the formula
established by the Committee before March 31 of that
year and shall be based upon the achievement of annual
performance goals. The Committee has the discretion to
decrease, but not increase, the amount of the bonus from
the amount that is payable under the terms of the pre-
established formula for the applicable year. The
performance goals each year shall be based upon one or
more of the following performance goals: return on
equity, revenue growth, earnings per share, an economic
value added measure, shareholder return, earnings,
return on assets or cash flow. Performance goals may be
measured on an absolute basis or relative to a group of
peer companies selected by the Committee, relative to
internal goals or relative to levels attained in prior
years. The Committee may change the performance goals
each year to any of those listed in the foregoing
sentence and may also change the targets applicable to
the performance goals from year to year.
5. Payment of Incentive Bonus. As soon as practicable
after the Company's financial statements are available
for the year for which the incentive bonus will be paid,
the Committee shall apply the formula for that year and
determine the amount of the incentive bonus. The
Committee shall certify in writing prior to the payment
of any incentive bonus under the Program that the
performance goals applicable to the bonus payment were
met. Approved minutes of a Committee meeting will
satisfy this requirement. The incentive bonus may be
paid all or a portion in restricted stock of the Company
in the discretion of the Committee. Shares of
restricted stock issued in payment hereunder may be paid
under the Company's 1983 Restricted Stock Plan or 1995
Incentive Compensation Plan.
<PAGE>
6. Key Employee Incentive Compensation Plan. The Program
shall work in conjunction with the Company's Amended and
Restated Key Employee Incentive Compensation Plan (the
"Key Employee Plan"), which is the bonus plan for other
Company officers. The rights and obligations of the
Company, CEO and Chairman hereunder as to forfeiture of
benefits by the Chairman and the CEO under certain
conditions and as to the effect of termination of
employment of the Chairman or the CEO or a change of
control of the Company shall be as provided in the Key
Employee Plan. Notwithstanding the foregoing, the
Incentive Awards Subcommittee, and not the full Board or
Compensation Committee, has sole and exclusive authority
to take all action with respect to the Program, except
that the incentive bonus shall be ratified by the Board.
7. Assignments and Transfers. The Chairman or the CEO may
not assign, encumber or transfer his rights and
interests under the Program.
8. Amendment and Termination. The Committee may amend,
suspend or terminate the Program at any time. Any
amendment or termination of the Program shall not,
however, affect the right of the Chairman or CEO to
receive an incentive bonus earned for the year during
which the Program was amended or terminated or any
earned but unpaid incentive bonus.
9. Withholding of Taxes. The Company shall deduct from the
amount of any incentive bonus paid hereunder any federal
or state taxes required to be withheld.
10. Term of Program. The Program shall consist of five
individual calendar year Programs, commencing effective
January 1, 1997 and each consecutive January 1
thereafter during the continuation of the Program. The
Program shall continue through 2001 unless terminated
earlier by the Committee.
<PAGE>
EXHIBIT B
AMENDMENT TO THE AMENDED AND RESTATED
CENTURY TELEPHONE ENTERPRISES, INC.
1995 INCENTIVE COMPENSATION PLAN
I.
Section 7.8 shall be added to read in its entirety as
follows:
7.8 Performance-Based Restricted Stock. To
the extent that restricted stock granted under the
Plan is intended to vest based upon the achievement
of performance goals rather than solely upon
continued employment over a period of time, the
performance goals pursuant to which the restricted
stock shall vest shall be any or a combination of
the following performance measures: earnings per
share, return on assets, an economic value added
measure, shareholder return, earnings, return on
equity or cash flow of the Company, a division of
the Company or a subsidiary. For any performance
period, such performance objectives may be
measured on an absolute basis or relative to a
group of peer companies selected by the Committee,
relative to internal goals or relative to levels
attained in prior years. The Committee may not
waive any of the pre-established performance goal
objectives, except that such objectives may be
waived in the event of a change of control of the
Company, as otherwise provided in the Plan, or as
may be provided by the Committee in the event of
death, disability or retirement.
II.
Section 9.4 shall be added to read in its entirety as
follows:
9.4 Performance Shares. The performance
goals pursuant to which performance shares granted
under the Plan shall vest shall be any or a
combination of the following performance measures:
earnings per share, return on assets, an economic
value added measure, shareholder return, earnings,
return on equity or cash flow of the Company, a
division of the Company or a subsidiary. For any
performance period, such performance objectives may
be measured on an absolute basis or relative to a
group of peer companies selected by the Committee,
relative to internal goals or relative to levels
attained in prior years. The Committee may not
waive any of the pre-established performance goal
objectives except that such objectives may be
waived in the event of a change of control of the
Company, as otherwise provided in the Plan, or as
may be provided by the Committee in the event of
death, disability or retirement.
<PAGE>
APPENDIX A
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 cast 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 8,
1997, and at any and all adjournments thereof (the "Meeting").
1. To elect four Class III Directors.
FOR [ ] all nominees listed below WITHHOLD AUTHORITY [ ] to vote for all
except as marked to the nominees listed
contrary below) below
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Calvin Czeschin F. Earl Hogan Harvey P. Perry Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain grants
of restricted stock and performance shares described in the Proxy
Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 and the
proposals 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 and the proposals.
____________________ ________________________________________________
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
guardian, 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>
APPENDIX B
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 8,
1997 (the "Meeting"), and at any and all adjournments thereof.
1. To elect four Class III Directors.
FOR [ ] all nominees listed below WITHHOLD AUTHORITY [ ] to vote for all
except as marked to the nominees listed
contrary below) below
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Calvin Czeschin F. Earl Hogan Harvey P. Perry Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain grants
of restricted stock and performance shares described in the Proxy
Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 and the
proposals 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 and the proposals.
<TABLE>
<CAPTION>
LONG-TERM SHARES SHORT-TERM SHARES TOTAL VOTES
(10 votes per share) (1 vote per share)
<S> <C> <C>
DIVIDEND REINVESTMENT
VOTING SHARES
ALL OTHER VOTING SHARES
GRAND TOTAL OF YOUR VOTES - - - -
</TABLE>
__________________________ ______________________________________________
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
guardian, 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>
APPENDIX C
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - ESOP SHARES
The undersigned, acting as a "Named Fiduciary" of the Century Telephone
Enterprises, Inc. Employee Stock Ownership Plan and Trust, as amended (the
"ESOP"), hereby instructs Regions Bank of Louisiana (the "Trustee"), as
trustee of the ESOP, to attend the annual meeting of shareholders of Century
Telephone Enterprises, Inc. (the "Company") to be held on May 8, 1997, and
any and all adjournments thereof (the "Meeting"), and to cast thereat in the
manner designated below (i) the number of votes allocable to the undersigned
that are attributable to all shares of the Company's common stock held by
the Trustee and credited to the ESOP account of the undersigned as of
December 31, 1996, in accordance with the provisions of the ESOP (the
"Undersigned's Allocable Votes") and (ii) the number of votes allocable to
the undersigned (determined pursuant to a formula specified in the ESOP)
that are attributable to all shares of the Company's common stock held by
the Trustee as of December 31, 1996 that are unallocated or as to which
properly executed voting instructions are not timely received prior to the
commencement of the Meeting (referred to individually as the "Undersigned's
Proportionate Votes" and collectively with the Undersigned's Allocable Votes
as the "Undersigned's Votes").
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect four Class III Directors.
Undersigned's Allocable Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
Undersigned's Proportionate Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Undersigned's Allocable Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
Undersigned's Proportionate Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain
grants of restricted stock and performance shares described in the
Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please See Reverse Side)
4. In its discretion to vote upon such other business as may properly come
before the Meeting.
The Board of Directors of the Company recommends that you vote FOR the
nominees and the proposals listed above. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in
the manner directed. If these instructions are properly executed but no
specific directions are given with respect to the Undersigned's
Allocable Votes or the Undersigned's Proportionate Votes, these votes
will be cast for the nominees and the proposals.
Date: _______________, 1997 ________________________________________
Signature of Participant
Number of
Allocated Shares
as of December
31, 1996:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
<PAGE>
APPENDIX D
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - STOCK BONUS PLAN SHARES
The undersigned, acting as a "Named Fiduciary" of the Century
Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and Trust, as amended
(the "Stock Bonus Plan"), hereby instructs Regions Bank of Louisiana (the
"Trustee"), as trustee of the Stock Bonus Plan, to attend the annual
meeting of shareholders of Century Telephone Enterprises, Inc. (the
"Company") to be held on May 8, 1997, and any and all adjournments thereof
(the "Meeting"), and to cast thereat in the manner designated below (i)
the number of votes allocable to the undersigned that are attributable to
all shares of the Company's common stock (except for PAYSOP shares) held
by the Trustee and credited to the Stock Bonus Plan account of the
undersigned as of December 31, 1996, in accordance with the provisions of
the Stock Bonus Plan (the "Undersigned's Allocable Votes") and (ii) the
number of votes allocable to the undersigned (determined pursuant to a
formula specified in the Stock Bonus Plan) that are attributable to all
shares of the Company's common stock (except for PAYSOP shares) held by
the Trustee as of December 31, 1996 that are unallocated or as to which
properly executed voting instructions are not timely received prior to the
commencement of the Meeting (referred to individually as the "Undersigned's
Proportionate Votes" and collectively with the Undersigned's Allocable
Votes as the "Undersigned's Votes").
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect four Class III Directors.
Undersigned's Allocable Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
Undersigned's Proportionate Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Undersigned's Allocable Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
Undersigned's Proportionate Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain
grants of restricted stock and performance shares described in the
Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please See Reverse Side)
4. In its discretion to vote upon such other business as may properly come
before the Meeting.
The Board of Directors of the Company recommends that you vote FOR the
nominees and the proposals listed above. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or
the Undersigned's Proportionate Votes, these votes will be cast for the
nominees and the proposals.
Date: ________________, 1997 _______________________________________
Signature of Participant
Number of
Allocated Shares
as of December
31, 1996:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
<PAGE>
APPENDIX E
VOTING INSTRUCTIONS - PAYSOP SHARES
The undersigned hereby instructs Regions Bank of Louisiana (the
"Trustee"), as trustee of the Century Telephone Enterprises, Inc. Stock Bonus
Plan, PAYSOP and Trust, as amended (the "Stock Bonus Plan"), to attend the
annual meeting of shareholders of Century Telephone Enterprises, Inc. (the
"Company") to be held on May 8, 1997, and any and all adjournments thereof
(the "Meeting"), and to cast thereat in the manner designated below the
number of votes allocable to the undersigned that are attributable to all
shares of the Company's common stock held by the Trustee and credited to
the PAYSOP account of the undersigned as of December 31, 1996, in accordance
with the provisions of the Stock Bonus Plan (the "Undersigned's Votes").
1. To elect four Class III Directors.
FOR [ ] all nominees listed below WITHHOLD AUTHORITY [ ] to vote for all
except as marked to the nominees listed
contrary below) below
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Calvin Czeschin F. Earl Hogan Harvey P. Perry Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain grants
of restricted stock and performance shares described in the Proxy
Statement for the Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 and the
proposals 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 and the proposals.
Date: ____________, 1997 ______________________________________
Signature of Participant
Number of
Allocated Shares
as of December
31, 1996:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
<PAGE>
APPENDIX F
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - RETIREMENT SAVINGS PLAN SHARES
The undersigned, acting as a "Named Fiduciary" of the Century
Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit
Employees and Trust, as amended (the "Retirement Savings Plan"), hereby
instructs Barclays Global Investors, N.A. (the "Trustee"), as trustee of
the Retirement Savings Plan, to attend the annual meeting of shareholders
of Century Telephone Enterprises, Inc. (the "Company") to be held on May 8,
1997, and any and all adjournments thereof (the "Meeting"), and to cast
thereat in the manner designated below (i) the number of votes allocable to
the undersigned that are attributable to all shares of the Company's common
stock held by the Trustee and credited to the Retirement Savings Plan
account of the undersigned as of March 10, 1997, in accordance with the
provisions of the Retirement Savings Plan (the "Undersigned's Allocable
Votes") and (ii) the number of votes allocable to the undersigned (determined
pursuant to a formula specified in the Retirement Savings Plan) that
are attributable to all shares of the Company's common stock held by the
Trustee as of March 10, 1997, that are unallocated or as to which properly
executed voting instructions are not timely received prior to the
commencement of the Meeting (referred to individually as the "Undersigned's
Proportionate Votes" and collectively with the Undersigned's Allocable
Votes as the "Undersigned's Votes").
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect four Class III Directors.
Undersigned's Allocable Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
Undersigned's Proportionate Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Undersigned's Allocable Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
Undersigned's Proportionate Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain
grants of restricted stock and performance shares described in the
Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please See Reverse Side)
4. In its discretion to vote upon such other business as may properly come
before the Meeting.
The Board of Directors of the Company recommends that you vote FOR the
nominees and the proposals listed above. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or
the Undersigned's Proportionate Votes, these votes will be cast for the
nominees and the proposals.
Date: ____________, 1997 _______________________________________
Signature of Participant
Name of Participant: Number of
Allocated Shares
................................... as of March 10,
Mailing Address: 1997:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
<PAGE>
APPENDIX G
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - DOLLARS & SENSE PLAN SHARES
The undersigned, acting as a "Named Fiduciary" of the Century
Telephone Enterprises, Inc. Dollars & Sense Plan and Trust, as amended (the
"Dollars & Sense Plan"), hereby instructs Barclays Global Investors, N.A.
(the "Trustee"), as trustee of the Dollars & Sense Plan, to attend the
annual meeting of shareholders of Century Telephone Enterprises, Inc. (the
"Company") to be held on May 8, 1997, and any and all adjournments thereof
(the "Meeting"), and to cast thereat in the manner designated below (i) the
number of votes allocable to the undersigned that are attributable to all
shares of the Company's common stock held by the Trustee and credited to
the Dollars & Sense Plan account of the undersigned as of March 10, 1997,
in accordance with the provisions of the Dollars & Sense Plan (the
"Undersigned's Allocable Votes") and (ii) the number of votes allocable to
the undersigned (determined pursuant to a formula specified in the Dollars
& Sense Plan) that are attributable to all shares of the Company's common
stock held by the Trustee as of March 10, 1997 that are unallocated or as
to which properly executed voting instructions are not timely received
prior to the commencement of the Meeting (referred to individually as
the "Undersigned's Proportionate Votes" and collectively with the
Undersigned's Allocable Votes as the "Undersigned's Votes").
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect four Class III Directors.
Undersigned's Allocable Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
Undersigned's Proportionate Votes: FOR [ ] all nominees listed WITHHOLD AUTHORITY [ ] to vote for all
below except as marked nominees listed
to the contrary below) below
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Undersigned's Allocable Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
Undersigned's Proportionate Votes: Calvin Czeschin / F. Earl Hogan /
Harvey P. Perry / Jim D. Reppond
2. Proposal to approve the Company's Chairman/Chief Executive Officer Short-
Term Incentive Program described in the Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve an amendment to the Company's 1995 Incentive
Compensation Plan to add performance goals applicable to certain
grants of restricted stock and performance shares described in the
Proxy Statement for the Meeting.
Undersigned's Allocable Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
Undersigned's Proportionate Votes: [ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please See Reverse Side)
4. In its discretion to vote upon such other business as may properly come
before the Meeting.
The Board of Directors of the Company recommends that you vote FOR the
nominees and the proposals listed above. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or
the Undersigned's Proportionate Votes, these votes will be cast for the
nominees and the proposals.
Date: ______________, 1997 _______________________________________
Signature of Participant
Name of Participant: Number of
Allocated Shares
................................... as of March 10,
Mailing Address: 1997:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
