As filed with the Securities and Exchange Commission on May 15, 1997
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Century Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 4813 72-0651161
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation
or organization)
100 Century Park Drive
Monroe, Louisiana 71203
(318) 388-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HARVEY P. PERRY, ESQ. Copy to:
Senior Vice President, General Counsel KENNETH J. NAJDER
and Secretary Jones, Walker, Waechter, Poitevent,
Century Telephone Enterprises, Inc. Carrere & Denegre, L.L.P.
100 Century Park Drive 51st Floor
Monroe, Louisiana 71203 201 St. Charles Avenue
(318) 388-9500 New Orleans, Louisiana 70170-5100
(504) 582-8000
(Name, address, including zip code,
and telephone number,including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
OF THE SECURITIES TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement
If the only securities being registered on this Form S-3 are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. *
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of each Proposed maximum Proposed maximum
class of securities Amount to offering price aggregate offering Amount of
to be registered be registered(1) per unit price registration fee
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 shares $ 29.25(2) $ 5,850,000(2) $ 1,773(2)
Preference Share
Purchase Rights 200,000 rights --(3) --(3) --(3)
=============================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend or similar
transaction, the number of shares and rights registered
will be automatically increased in accordance with Rule
416(a).
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), based on the
average high and low price per share of Common Stock on
May 12, 1997.
(3) Preference Share Purchase Rights are attached to and
trade with the Common Stock. The value attributable to
such Rights, if any, is reflected in the market price of
the Common Stock. Because no separate consideration is
paid for such Rights, the registration fee for such
securities is included in the fee for the Common Stock.
P R O S P E C T U S
CENTURY TELEPHONE ENTERPRISES, INC.
200,000 Shares of Common Stock
AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE SERVICE
The Automatic Dividend Reinvestment and Stock Purchase
Service (the "Service") of Century Telephone Enterprises, Inc.
("Century") provides holders of Century common stock, $1.00 par
value per share ("Common Stock"), with a convenient method of
purchasing shares of Common Stock without payment of any
brokerage commission or service charge. Any holder of record of
shares of Common Stock is eligible to participate in the
Service. See "Description of the Service - Participation."
This Prospectus relates to 200,000 shares of Common Stock which
may be issued from time to time under the Service. The Service
has been effective since October 15, 1987.
Participants in the Service may have cash dividends on
all of their shares of Common Stock automatically reinvested in
shares of Common Stock. Alternatively, they may have cash
dividends on less than all of their shares of Common Stock
automatically reinvested in shares of Common Stock and receive
cash dividends on the rest of their shares. They may also, at
their option, invest in shares of Common Stock by making cash
payments at any time of not less than $25 per payment and up to
a maximum of $5,000 per calendar quarter.
To participate in the Service, a holder of record of
shares of Common Stock must complete, sign and mail an
Authorization Form to Harris Trust and Savings Bank, Dividend
Reinvestment Department, Post Office Box A 3504, Chicago,
Illinois 60690-3504.
Century's Common Stock is listed on the New York Stock
Exchange (Symbol: "CTL"). The price of shares of Common Stock
purchased under the Service with reinvested dividends will be
the average of the high and low sales prices of the Common
Stock on the dividend payment date as published by The Wall
Street Journal report of New York Stock Exchange - Composite
Transactions, or, if no trading in the Common Stock occurs on
such date, on the next preceding date on which trading
occurred. The price of shares of Common Stock purchased under
the Service with voluntary cash payments will equal such
average on the day of purchase or appropriate preceding date.
See "Description of the Service - Purchases." The Service does
not represent a change in Century's dividend policy or a
guarantee of future dividends, which will continue to depend
upon earnings, financial requirements and other factors.
Holders of Common Stock who do not wish to participate in the
Service will receive dividends, as declared, by check.
Under the Company's Articles of Incorporation, the holder
of each outstanding share of Common Stock and voting Preferred
Stock is entitled to one vote unless it has been beneficially
owned by the same person or entity continuously since May 30,
1987, in which case the holder is entitled to ten votes per
share until transfer. A Preference Share Purchase Right is
attached to and trades with each share of Common Stock. See
"Summary Description of Securities."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 15, 1997.
CENTURY TELEPHONE ENTERPRISES, INC.
Century Telephone Enterprises, Inc., a Louisiana
corporation ("Century"), is a regional diversified
telecommunications company that is primarily engaged in
providing local telephone and mobile telephone services largely
in the central, north-south corridor of the United States.
Century also provides long distance, operator services and
business information services. While regulated telephone
operations continue to constitute the preponderant part of its
business, Century's mobile communications and other operations
have increasingly contributed to Century's revenues in recent
years. Century's principal executive offices are located at
100 Century Park Drive, Monroe, Louisiana 71203, Telephone:
(318) 388-9500.
Century is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and,
in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information
filed by Century with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW,
Washington, D.C. 20549, and at the regional offices of the
Commission at the following locations: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York
10048 and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, NW, Washington, D.C. 20549,
at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
Commission (http://www.sec.gov). The Company's Common Stock is
listed on the New York Stock Exchange and its reports, proxy
and information statements and other information may also be
inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
Certain reports filed with the Commission by Century are
incorporated herein by reference. See "Incorporation of
Certain Documents by Reference." Information appearing herein
or in any particular document incorporated herein by reference
is not necessarily complete and is qualified in its entirety by
the information and financial statements appearing in all of
the documents incorporated herein by reference and should be
read together therewith. Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a
statement contained herein or in any other document
subsequently filed or incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
This Prospectus omits certain information contained in
the Registration Statement on Form S-3 filed with the
Commission in which the Prospectus is included (the
"Registration Statement"). The Registration Statement and any
amendments thereto, including exhibits filed as a part hereof,
are available for inspection and copying as set forth above.
In addition, Century hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has
been delivered, upon their oral or written request, a copy of
the information that has been incorporated by reference into
the Registration Statement (other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference into the documents that the Registration Statement
incorporates). Requests should be directed to Harvey P. Perry,
Senior Vice President, General Counsel and Secretary, Century
Telephone Enterprises, Inc., 100 Century Park Drive, Monroe,
Louisiana 71203 or by telephone, (318) 388-9500.
DESCRIPTION OF THE SERVICE
Set forth below is a statement of the provisions of the
Automatic Dividend Reinvestment and Stock Purchase Service (the
"Service") of Century.
Purpose
1. What is the purpose of the Service?
The purpose of the Service is to provide holders of
record of shares of Common Stock with a convenient and
economical method of investing some or all of their cash
dividends and voluntary cash payments in new shares of Common
Stock at market price, without payment of any brokerage
commission or service charge. Since such additional shares of
Common Stock will be purchased directly from Century, and not
in the open market, Century will receive additional funds for
general corporate purposes.
Advantages
2. What are the advantages of the Service?
Participants in the Service ("Participants") may (a) have
some or all of the cash dividends on their shares of Common
Stock automatically reinvested in additional shares of Common
Stock at the market price of the Common Stock or (b) reinvest
some or all of their cash dividends, and, in addition, make
voluntary cash payments (of at least $25 per payment and up to
a maximum of $5,000 per quarter) to invest in additional shares
of Common Stock at market price. Participants are not required
to pay any brokerage commission or service charge in connection
with purchases under the Service. Full investment of funds is
possible under the Service because the Service permits
fractional shares, as well as whole shares, to be credited to
Participants' accounts. In addition, dividends on fractional
shares, as well as whole shares, will be credited to
Participants' accounts. Participants can avoid the
inconvenience and expense of safekeeping certificates for
shares credited to their accounts under the Service, including
those credited under the optional custodial feature of the
Service described below. As soon as practicable after each
purchase, the shares acquired will be credited to the accounts
of the Participants and statements of account will be furnished
to Participants to provide simplified recordkeeping.
Administration
3. Who administers the Service for Participants?
Harris Trust and Savings Bank (the "Agent") will
administer the Service for Participants, keep records, send
statements of account to Participants and perform other duties
relating to the Service. Shares of Common Stock purchased under
the Service will be registered in the name of the Agent (or its
nominee), as agent, and credited to the accounts of the
respective Participants.
Participation
4. Who is eligible to participate?
All holders of record of shares of Common Stock are
eligible to participate in the Service. In order to be eligible
to participate in the Service, beneficial owners of shares of
Common Stock whose shares are registered in names other than
their own (for instance, in the name of a broker or nominee)
must become shareholders of record by having such shares
transferred into their own names. Although shares purchased
with reinvested dividends and optional cash payments will be
registered in the name of the Agent, or its nominee,
shareholders may continue to hold those shares presently held
by them in their own names unless they choose to transfer those
shares to the Agent to be credited to their account under the
optional custodial feature of the Service described below.
5. How does a shareholder participate?
Each holder of record of shares of Common Stock may join
the Service at any time by completing, signing and mailing an
Authorization Form to the Agent. An Authorization Form may be
obtained by written request to the Agent at the address shown
in the answer to Question 6 or from Century.
6. Where should correspondence regarding the Service be
directed?
All correspondence concerning the Service should be
addressed to:
Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A 3504
Chicago, Illinois 60690-3504
Telephone: U.S. 1-800-969-6718
Between 8:30 a.m. and 5:00 p.m. Chicago Time
7. When will investment of dividends and optional cash
payments be made?
Funds received by the Agent representing cash dividends
on Common Stock authorized by Participants to be paid to the
Agent, and cash dividends paid on whole and fractional shares
held in the Service, will be applied to the purchase of
additional shares of Common Stock on each dividend payment
date. The first reinvestment of cash dividends will take place
on the dividend payment date following the receipt of the
Authorization Form by the Agent, provided that the Agent has
had sufficient notice to allow it to accomplish the
reinvestment in accordance with its administrative procedures.
If the Agent has not received sufficient notice, that dividend
will be paid in cash to the shareholder and the first purchase
of shares of Common Stock under the Service for that
shareholder will occur on the next cash dividend payment date.
Purchases by the Agent of shares of Common Stock with
voluntary cash payments will be made on the 15th of each month
(unless the 15th of the month is not a business day, in which
case the payment will be made on the next business day) or, in
the months in which a dividend is paid, on the payment date of
that cash dividend. Voluntary cash payments received by the
Agent sufficiently in advance of the 15th of the month to allow
for investment on the 15th will be invested in shares of Common
Stock that month. If the Agent has not received the voluntary
cash payment sufficiently in advance of the 15th, the
investment will be made on the 15th of the next month. Any
voluntary cash payment that has not been invested within
thirty-five days of the receipt thereof will be refunded
automatically to the Participant. No interest will be paid on
voluntary cash payments held for investment.
Shareholders are cautioned that the Service does not
represent a change in Century's dividend policy or a guarantee
of future dividends, which will continue to depend upon
earnings, financial requirements and other factors.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of
additional shares of Common Stock through the following
investment options offered under the Service:
(a) A Participant may direct Century to pay to the
Agent the cash dividends on all the shares of Common Stock
registered in the Participant's name;
(b) A Participant may direct Century to pay to the
Agent the cash dividends on less than all of the shares of
Common Stock registered in the Participant's name and to
continue to pay to the Participant the cash dividends on the
remaining shares of Common Stock registered in the
Participant's name.
The Agent will use the cash dividends, plus any voluntary
cash payments received from a Participant, to purchase
additional shares of Common Stock. Cash dividends on shares of
Common Stock credited to a Participant's account are always
automatically reinvested regardless of which investment option
is selected.
9. How may a Participant change options under the Service?
A Participant may change the number of shares as to which
dividends are reinvested at any time by completing, signing and
mailing a new Authorization Form to the Agent. Any change in
the number of shares as to which dividends will be reinvested
must be received by the Agent at least 15 days before the
record date for a cash dividend payment.
10. May a Participant elect to make only voluntary cash
payments under the Service?
No. Participation in the Service is limited to
shareholders who complete the Authorization Form, which directs
the Agent to apply some or all dividends on Common Stock held
of record by them to the purchase of additional shares of
Common Stock. Once so enrolled, a shareholder may elect to make
voluntary cash payments.
11. Does the Service include optional custodial services for
other Century shares?
Yes. At any time after a Participant's first dividend
investment under the Service, the Participant may send to the
Agent, for safekeeping, certificates for other shares of Common
Stock of Century that such Participant owns of record. The
Agent will transfer these shares into its name or the name of
its nominee to be held and credited to the Participant's
account along with those purchased with the Participant's cash
dividends and with any additional voluntary cash deposits.
This convenient optional custodial service is provided without
cost to Century or the Participants and provides added
protection against loss, theft, or destruction of Century share
certificates held by Participants.
If a Participant is interested in this feature of the
Service, the necessary forms will be forwarded by the Agent
upon request. Before submitting any shares for safekeeping,
each Participant should consider the following:
(a) Upon transfer of the Participant's shares into the
Agent's name, all such shares will be co-mingled
with all other shares credited to the Participant's
account under the Service. This transfer will be
tax-free. However, to maximize the Participant's
tax reporting options when he decides to sell
shares of Century stock held in his account, the
Participant may wish to keep internal records of
the tax basis of all shares held in his account.
For further information on the tax effects of any
such sale, the Participant should consult his tax
advisor.
(b) Under Century's articles of incorporation, shares
of Century stock held continuously by a Century
shareholder since May 30, 1987 entitle such
shareholder to ten votes per share. See "Summary
Description of Securities." Upon transfer of the
Participant's shares into the Agent's name, the
Agent will be unable to determine if any of the
Participant's shares have been held continuously by
him since May 30, 1987. In such event, the
Participant would have the burden each year of
establishing which of his shares held by the Agent
entitle him to ten votes under Century's voting
procedures. If the Participant has held any of the
shares that he is considering submitting for
safekeeping since May 30, 1987 and the Participant
wishes to retain his ability to cast ten votes per
share, the Participant is urged to contact Century
for additional information regarding the procedures
for annually establishing his enhanced voting
power.
12. Are there any expenses to Participants in connection with
purchases under the Service?
No. There are no brokerage fees because shares are
purchased directly from Century. All costs of administration of
the Service will be paid by Century. However, if a Participant
requests the Agent to sell his shares in the event of his
withdrawal from the Service, the Participant will pay a
brokerage commission and any transfer tax.
Purchases
13. When will shares be purchased under the Service?
Funds received by the Agent representing cash dividends
on Common Stock, cash dividends paid on whole and fractional
shares held in the Service and voluntary cash payments will be
applied to the purchase of additional shares of Common Stock as
set forth in the answer to Question 7.
14. What will be the price of shares purchased under the
Service?
The price per share of Common Stock purchased with
reinvested dividends will be the average of the high and low
sales prices of Common Stock on the cash dividend payment date
as published in The Wall Street Journal report of New York
Stock Exchange - Composite Transactions, or, if no trading in
the Common Stock occurs on such date, on the next preceding
date on which trading occurred. The price per share of Common
Stock purchased with voluntary cash payments will equal such
average on the day of purchase or appropriate preceding date.
15. How many shares will be purchased for Participants?
Each Participant's account will be credited with that
number of shares (including fractions computed to three decimal
places) equal to the total amount to be invested, divided by
the applicable purchase prices (also computed to three decimal
places).
Voluntary Cash Payments
16. How does the voluntary cash payment work?
A voluntary cash payment is a sum of money, other than the
Participant's cash dividends, which the Participant may, at any
time, send to the Agent for investment in additional shares of
Common Stock. The minimum voluntary cash payment is $25 and
total voluntary cash payments by a Participant may not exceed
$5,000 per quarter. Voluntary cash payments which have been
received by the Agent sufficiently in advance of the 15th of
the month to allow for investment on the 15th will be applied
in that month to the purchase of additional shares of Common
Stock for the Participant's account at a price determined as
set forth in the answer to Question 14. In any month that a
dividend is paid, voluntary cash payments received sufficiently
in advance of the dividend payment date will be invested with
the cash dividends on such date. Any voluntary cash payment
that is not invested within thirty-five of the receipt thereof
will be refunded automatically to the Participant. No interest
will be paid on voluntary cash payments held for investment.
A voluntary cash payment may be made by forwarding a
check or money order to the Agent with a payment form which
will be attached to each statement of account. Checks and money
orders should be made payable to the Agent. Participants have
no obligation to make any voluntary cash payments.
17. When will voluntary cash payments be refunded?
Any voluntary cash payment will be refunded to a
Participant if a written request for such refund is received by
the Agent at least two business days prior to the date on which
the funds would have been invested in accordance with the
answer to Question 7 or automatically if the cash payment has
not been invested within thirty-five days from the receipt
thereof. No interest will be paid on the refund of any
voluntary cash payment.
Reports to Participants
18. What kind of reports will be sent to Participants?
As soon as practicable after each purchase for a
Participant's account, the shares acquired will be credited to
the Participant's account and the Participant will be furnished
with a statement describing (a) the amount of cash dividends
and/or voluntary cash payments received by the Agent and
applied to the purchase of Common Stock for his account, (b)
the price per share of such stock purchased for his account,
(c) the number of whole shares and fractional share interests
acquired for his account in such purchase and (d) the total
number of whole shares and fractional share interests held for
his account after giving effect to such purchase. These
statements are records of the Participant's transactions under
the Service and should be retained for income tax purposes. In
addition, each Participant will receive copies of the same
communications sent to all other holders of shares of Common
Stock, including Century's quarterly reports and annual report
to shareholders, a notice of the annual meeting and proxy
statement and Internal Revenue Service information for
reporting dividends received.
Dividends on Fractional Shares
19. Will Participants receive dividends on fractions of
shares held in their accounts?
Yes. Dividends on whole shares, and any fraction of a
share, credited to a Participant's account will be reinvested
in additional shares and credited to such Participant's
account.
Certificates for Shares
20. Will certificates be issued for shares of Common Stock
purchased under the Service?
Shares of Common Stock purchased under the Service for
Participants will be registered in the name of the Agent (or
its nominee), and certificates for such shares will not be
issued to Participants unless requested. The total number of
shares credited to a Participant's account, including those
credited under the optional custodial feature of the Service
described in response to Question ll, will be shown on each
statement of account. This custodial service protects
Participants against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to a
Participant's account will be issued at any time upon the
written request of such Participant to the Agent. The request
should be mailed to the Agent at the address shown in the
answer to Question 6. Any remaining whole shares and fractions
of a share will continue to be credited to the Participant's
account. Certificates for fractions of shares will not be
issued.
21. In whose name will certificates be registered when
issued?
A Participant's account will be maintained in the name in
which certificates of such Participant were registered at the
time such Participant entered the Service. Consequently,
certificates for whole shares will be similarly registered when
issued at the request of a Participant.
Sale, Transfer and Pledging of Shares
22. What happens when a Participant sells or transfers all of
the shares registered in his name?
If a Participant disposes of all of the shares of Common
Stock registered in his name (those for which the Participant
holds certificates), the dividends on the shares of Common
Stock credited to his account will continue to be reinvested
until the Participant notifies the Agent that he wishes to
withdraw from the Service. If the Agent does not receive any
instructions from a Participant who has sold or transferred all
shares registered in the Participant's name, the Agent may, but
is not required to, request instructions from the Participant
to determine whether such Participant wishes to withdraw from
the Service. If the Participant requests withdrawal, the Agent
will honor such request, and the Participant will have the same
rights as set forth in the answer to Question 25 below.
Requests for withdrawal may be made by sending a written notice
to the Agent at the address shown in the answer to Question 6.
The Agent may terminate a Participant's account by notice in
writing made to the Participant at the address shown on the
Agent's records in accordance with the answer to Question 33.
23. What happens when a Participant sells or transfers a
portion of the shares registered in his name?
If a Participant who is reinvesting the cash dividends on
all of the shares of Common Stock registered in his name
disposes of a portion of such shares of Common Stock, the
dividends on the remaining shares registered in his name and
those credited to his account will continue to be reinvested.
If a Participant who is reinvesting the cash dividends on
less than all the shares of Common Stock registered in his name
disposes of a portion of such shares of Common Stock, the Agent
will continue to reinvest the dividends on the remainder of
such shares of Common Stock (as well as the shares credited to
his account) up to the number of shares originally authorized.
For example, if a Participant authorized the Agent to reinvest
the cash dividends on 50 shares of a total of 100 shares
registered in the Participant's name, and then the Participant
disposed of 25 shares, the Agent would continue to reinvest the
cash dividends on 50 of the remaining 75 shares. If instead the
Participant disposed of 75 shares, the Agent would continue to
reinvest the cash dividends on all of the remaining 25 shares.
24. May Shares in a Service Account be pledged?
No. A Participant who wishes to pledge shares credited to
his account must request that certificates for such shares be
issued to him.
Withdrawal from the Service
25. How does a Participant withdraw from the Service?
A Participant may withdraw from the Service at any time
by sending a written notice that he wishes to withdraw to the
Agent at the address shown in the answer to Question 6. When a
Participant withdraws from the Service, or upon termination of
the Service by Century, within 30 days of such withdrawal or
termination certificates for whole shares credited to the
Participant's account will be issued and a cash payment will be
made for any fraction of a share credited to such account.
Upon voluntary withdrawal from the Service, a Participant
may, if he desires, request in writing that all whole shares
credited to his account be sold by the Agent. The Agent
reserves the right to require that Participant's signature on
such request be guaranteed by a participant in the Securities
Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion
Signature Program. If a request to sell whole shares for a
terminating Participant's account has been timely received,
such shares will be sold by the Agent with the Participant
receiving a check for the proceeds of the sale, less any
brokerage commission and any transfer tax plus a cash
adjustment representing any fraction of a share then credited
to such Participant's account in an amount determined following
the Agent's receipt of such written request in the same manner
as set forth in the answer to Question 26 below. In making
sales of shares for a terminating Participant's account, the
Agent may combine such shares with shares of other terminating
Participants, in which case the net proceeds to each
participant will be based on the average sales price. Sales
may be made on any securities exchange to which the Common
Stock is admitted to trading, in the over-the-counter market or
in negotiated transactions and on such terms as to price,
delivery and otherwise as the Agent may, in its sole and
absolute discretion, determine. Any such sale shall be made
within 30 days of the receipt of directions to sell such
shares, unless sale is curtailed or suspended in accordance
with the answer to Question 32 below.
26. What happens to a fraction of a share when a Participant
withdraws from the Service?
When a Participant withdraws from the Service and does
not request that the shares credited to his account be sold,
the amount of the cash payment to the Participant for the value
of any fraction of a share credited to his account at the time
of withdrawal will be calculated based upon the closing sale
price of the Common Stock (as published in The Wall Street
Journal report of New York Stock Exchange - Composite
Transactions) on the next business day that the Common Stock is
traded following the date of the Agent's receipt of a
Participant's request for withdrawal. If the Participant has
requested that the shares credited to his account be sold by
the Agent, the amount of the cash payment to the Participant
for the value of any fraction of a share credited to his
account at the time of withdrawal from the Service will be
calculated based upon the sale price per share of the whole
shares sold by the Agent on behalf of the Participant in
accordance with the response to Question 25.
Other Information
27. What happens if Century issues a stock dividend, declares
a stock split, issues rights certificates pursuant to the
Century Shareholder Rights Plan or has a rights offering?
Any whole or fractional shares issued in a stock dividend
or stock split by Century on shares of Common Stock held in the
Service for the accounts of Participants will be credited to
each Participant's respective account. Stock dividends or split
shares issued on shares registered in the name of a Participant
will be sent directly to him in the same manner as to
shareholders who are not participating in the Service.
In the event that Century issues separate certificates
that represent the Preference Share Purchase Rights attached to
the Common Stock pursuant to Century's Rights Agreement or
pursuant to another rights offering, each Participant will
receive a certificate from Century representing the number of
rights attached to all whole shares registered in his name and
all whole shares credited to his account under the Service.
Rights based on a fraction of a share held in a Participant's
account will be sold for his account and the net proceeds will
be applied as an optional cash payment to purchase newly issued
shares of Common Stock under the Service during the first five
business days of the next month.
28. How will a Participant's shares be voted at meetings of
shareholders?
For each meeting of shareholders, the Participant will
receive a proxy which will enable the Participant to vote all
whole shares registered in his name as well as to direct the
Agent to vote all whole shares credited to his account. If the
proxy card is returned, properly signed and marked for voting,
all of such shares will be voted as marked.
If a proxy is returned properly signed but without
indicating instructions as to the manner shares are to be voted
with respect to any item thereon, all of a Participant's shares
- - - those registered in his name, if any, on the books of Century
and those credited to his account under the Service - will be
voted in accordance with the recommendations of Century's Board
of Directors. If the proxy or instruction form is not
returned, or if it is returned unexecuted or improperly
executed, none of the shares in respect of which such proxy or
instruction form was furnished (including shares held for the
shareholder under the Service) will be voted unless the
Participant votes in person. If a Participant votes in person
the shares registered in his name on the books of Century on
any matter submitted to a meeting of shareholders and no other
instructions are received by the Agent regarding shares
credited to the Participant's account under the Service, the
number of whole shares credited to the account of the
Participant under the Service will be added to the number of
shares registered in the name of the Participant which are
voted on such matter.
29. What are the federal income tax consequences of
participation in the Service?
In general, a Participant should have the same federal
income tax consequences with respect to dividends payable to
him on shares credited to his account and on shares held by him
directly as a non-Participant holder of shares of Common Stock.
A purchase of shares with voluntary cash payments under the
Service should be treated for federal income tax purposes as a
direct purchase of shares by the Participant.
Under current federal income tax laws, a Participant
should not realize any taxable income when he receives
certificates for whole shares credited to his account under the
Service, either upon his request for such certificates or upon
withdrawal from or termination of the Service. However, a
Participant who receives, upon withdrawal from or termination
of the Service, a cash payment for any whole share sold for him
by the Agent (or sold by him after withdrawal from the
Service), or for a fractional share then held in his account,
will realize a gain or loss measured by the difference between
the amount of cash which he receives and his tax basis in such
share or fraction credited to his account. For further
information as to tax consequences of participation in the
Service, Participants should consult with their own tax
advisors.
30. What provision is made for shareholders subject to income
tax withholding?
In the case of Participants who are subject to backup
withholding of federal income tax, and in the case of foreign
Participants whose dividends are subject to United States
income tax withholding, an amount equal to the dividends
payable to such Participants and to be reinvested, less the
amount of tax required to be withheld, will be applied to the
purchase of shares of Common Stock. Backup withholding is
required when, among other things, Century does not have an
appropriately certified taxpayer identification number for the
Participant. Any amount required to be withheld will be treated
as a cash dividend paid to the Participant for federal income
tax purposes. Voluntary cash payments received from foreign
Participants must be in United States dollars payable in the
United States and will be invested in the same way as payments
from other Participants.
31. What is the responsibility of Century, and the Agent
under the Service?
Century and the Agent, in administering the Service, will
not be liable for any act done in good faith or for any good
faith omission to act, including, without limitation, (a) any
claim or liability arising out of failure to terminate a
Participant's account upon such Participant's death or
incapacity prior to receipt of notice in writing of such death
or incapacity, (b) with respect to the price or prices at which
shares are purchased or sold for a Participant's account, (c)
concerning the times when such purchases or sales are made and
(d) with respect to the value of the shares acquired and held
for a Participant's account.
32. When can purchases or sales of Common Stock be
temporarily curtailed?
Temporary curtailment or suspension of purchases or sales
of Common Stock may be made at any time when such purchases or
sales would, in the Agent's judgment, contravene or be
restricted by applicable regulations, interpretations or orders
of the Securities and Exchange Commission, of any other
governmental commission, agency or instrumentality, of any
court or securities exchange or of the National Association of
Securities Dealers, Inc. The Agent shall not be accountable, or
otherwise liable, for failure to make purchases or sales at
such times.
In the event a suspension of purchases or sales of Common
Stock results in dividends not being invested for thirty days
from the payment thereof or voluntary cash payments not being
invested for thirty-five days from the receipt thereof, these
funds will be refunded automatically to the Participant.
Participants should recognize that neither Century nor
the Agent can assure them of a profit or protect them against a
loss on the shares purchased under the Service.
33. When can the Agent terminate a Participant's account?
The Agent may terminate a Participant's account by notice
in writing made to the Participant at the address shown on the
Agent's records. All cash dividends relating to a record date
subsequent to the termination of a Participant's account will
be paid directly to the former Participant. A Participant whose
account has been terminated by the Agent will, within 30 days
of such termination, receive the number of whole shares
credited to his account, but will not have the right to cause
the Agent to sell such shares for his account. In every case of
termination of a Participant's account, the terminating
Participant will receive in payment for the fractional share
interests credited to his account cash in an amount based on
the current market price of Common Stock. The current market
price of Common Stock for purposes of this question shall be
the closing sale price of Common Stock (as published in The
Wall Street Journal report of New York Stock Exchange -
Composite Transactions) on the date the Agent terminates
Participant's account. Such payment will be made with the
delivery of any whole shares or, if no whole shares have been
credited to the terminating Participant's account, within 30
days of termination.
34. May the Service be changed or discontinued?
Century reserves the right to suspend, modify or
terminate the Service in any manner and at any time. Notice
will be sent to all Participants of any suspension, material
modification or termination. Any such suspension, modification
or termination will not, of course, affect previously executed
transactions.
Any amendment, modification or supplement of the Service
(i) shall conclusively be deemed to be accepted by each
Participant and (ii) may include the appointment by Century of
a successor agent provided such successor is a bank or trust
company organized under the laws of the United States or any
state thereof. Century is authorized to pay to such successor
agent for the account of each Participant all dividends and
distributions payable on shares of Common Stock authorized to
be reinvested under the Service, which shall be applied by such
successor agent as provided in the Service.
35. What law governs the terms and conditions of the Service?
The terms and conditions of the Service and its
operations are governed by the laws of the State of Illinois.
36. Can the Service be terminated by operation of law?
The delivery by a Participant of a signed Authorization
Form to the Agent shall constitute an appointment of the Agent
as such Participant's Agent, which appointment can be
terminated only by terminating such Participant's account in
the manner provided in Questions 25, 33 and 34 hereof. In the
event that a successor agent is appointed as described in
Question 34 hereof, the Participant's account will not be
terminated but will be transferred to the successor agent, who
shall be deemed the duly appointed agent pursuant to the
outstanding Authorization Form. The authority conferred by the
Authorization Form shall not be terminated by operation of law,
whether by the death or incapacity of the Participant, the
termination of any trust, the dissolution of any corporation or
the occurrence of any other event.
USE OF PROCEEDS
Century proposes to use the net proceeds from the sale of
shares of Common Stock pursuant to the Service, when and as
received, for investments in and advances to Century's
subsidiaries or for other general corporate purposes.
SUMMARY DESCRIPTION OF SECURITIES
Century's authorized capital stock consists of
175,000,000 shares of common stock, of which 60,090,531 shares
were outstanding as of April 30, 1997, and 2,000,000 shares of
Preferred Stock, of which 401,629 shares were outstanding as of
April 30, 1997. Each share of the Common Stock has attached to
it one Preference Share Purchase Right. The following
descriptions of the Common Stock, the Preferred Stock and the
Preference Share Purchase Rights are qualified in their
entirety by reference to the relevant provisions of (i) the
Louisiana Business Corporation Law, (ii) the Articles of
Incorporation of Century (the "Articles"), (iii) the Bylaws of
Century, and (iv) Century's Registration Statements filed under
the Exchange Act pertaining to its Common Stock and Preference
Share Purchase Rights, which have been incorporated herein by
reference. See "Incorporation of Certain Documents by
Reference."
Common Stock
Under the Articles, each share of Common Stock that has
been beneficially owned by the same person continuously since
May 30, 1987 generally entitles the holder thereof to ten votes
on all matters duly submitted to a vote of shareholders.
Otherwise, each share entitles the holder thereof to one vote
per share, subject to Century's right to issue ten-vote shares
in connection with business combinations to the extent
necessary for such transactions to be accounted for as poolings
of interests (which right may only be exercised if certain
conditions are met). Holders of Common Stock do not have
cumulative voting rights. As a result, the holders of more
than 50% of the voting power may elect all of Century's
directors if they so desire. As of March 10, 1997, the trustee
for two of Century's employee benefit plans was the record
holder of Common Stock having approximately 36% of the total
voting power of all classes of Century's capital stock. The
trustee votes these shares in accordance with the instructions
of Century's employees. Except as set forth below under "-
Preference Share Purchase Rights," holders of Common Stock do
not have any pre-emptive rights to subscribe to any additional
capital stock that may be issued by Century.
Preferred Stock
Under the Articles, Century's Board of Directors is
authorized, without shareholder action, to issue Preferred
Stock from time to time and to establish the designations,
preferences and relative, optional or other special rights and
qualifications, limitations and restrictions thereof, as well
as to establish and fix variations in the relative rights as
between holders of any one or more series thereof. The
authority of Century's Board of Directors includes, but is not
limited to, the determination or establishment of the following
with respect to each series of Preferred Stock that may be
issued: (i) the designation of such series, (ii) the number of
shares initially constituting such series, (iii) the dividend
rate and conditions and the dividend preferences, if any, in
respect of the Common Stock and among the series of the
Preferred Stock, (iv) whether, and upon what terms, the
Preferred Stock shall be convertible into or exchangeable for
any other securities of Century, (v) whether, and to what
extent, holders of shares of a series of Preferred Stock will
have voting rights, (vi) the restrictions, if any, upon the
issue or reissue of any additional shares of Preferred Stock,
(vii) whether, and on what terms and conditions, the shares may
be redeemed by Century (including sinking fund provisions), and
(viii) the liquidation preferences, if any, in respect of the
Common Stock and among the series of the Preferred Stock.
As of April 30, 1997, 401,629 shares of certain series of
Preferred Stock were outstanding. At such time, such shares
were convertible into a total of approximately 353,000 shares
of Common Stock. Each holder of the currently outstanding
Preferred Stock is entitled to receive cumulative dividends
prior to the distribution or declaration of dividends in
respect of the Common Stock and is entitled to vote as a single
class with the Common Stock. As with the Common Stock, each
share of Preferred Stock that has been beneficially owned by
the same person continuously since May 30, 1987 generally
entitles the holder to ten votes on all matters duly submitted
to a vote of shareholders. For more information on the voting
rights of holders of voting preferred stock, see "- Common
Stock." Upon the dissolution, liquidation or winding up of
Century, the holders of the currently outstanding Preferred
Stock are entitled to receive, pro rata with all other such
holders, a per share amount equal to $25.00 plus any unpaid and
accumulated dividends thereon. No trading market has developed
for the Preferred Stock, nor is it likely that one will develop
in the foreseeable future.
Preference Share Purchase Rights
Each share of Common Stock issued hereunder will have
attached to it one Preference Share Purchase Right (a "Right"),
which will entitle the registered holder to purchase from
Century one one-hundredth of a share of Century's Series BB
Participating Cumulative Preference Stock at a price of $110,
subject to adjustment. The terms of the Rights are set forth
in a Rights Agreement dated as of August 27, 1996 between
Century and the Rights Agent named therein. Subject to certain
exceptions, the Rights Agreement provides that if, among other
things, any person or group of affiliated or associated persons
(an "Acquiring Person") acquires or obtains the right to
acquire beneficial ownership of 15% or more of the outstanding
shares of Common Stock, then proper provision will be made so
that each holder of record of a Right, other than Rights
beneficially owned by an Acquiring Person (which will become
void), will thereafter be entitled to receive, upon payment of
the purchase price set, that number of shares of Common Stock
having a market value at the time of the transaction equal to
two times such purchase price.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed pursuant
to the Exchange Act by Century with the Commission, are
incorporated herein by reference:
(a) Century's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(b) Century's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997, as amended
and restated on Form 10-Q/A filed May 8, 1997.
(c) Century's Current Reports on Form 8-K filed April
15, 1997 and May 7, 1997.
(d) Century's Registration Statement pertaining to its
Common Stock filed under the Exchange Act, as
amended and restated on Form 8-A/A filed December
2, 1996.
(e) Century's Registration Statement pertaining to its
Preference Share Purchase Rights filed under the
Exchange Act on Form 8-A on December 2, 1996.
All documents filed by Century with the Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the ter-
mination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference in this Prospectus
and to be made a part hereof from their respective dates of
filing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law
provides in part that a corporation may indemnify any director,
officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is
or was a party or is threatened to be made a party (including
any action by or in the right of the corporation) if such
action arises out of his acts on behalf of the corporation and
he acted in good faith not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may
indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or
to create a form of self-insurance, on behalf of any person who
is or was acting for the corporation, regardless of whether the
corporation has the legal authority to indemnify the insured
person against such liability.
Article II, Section 10 of Century's by-laws (the "Indem-
nification By-law") provides for mandatory indemnification for
directors and officers or former directors and officers of
Century to the fullest extent permitted by Louisiana law.
Century's Articles of Incorporation authorize it to enter
into contracts with directors and officers providing for
indemnification to the fullest extent permitted by law.
Century has entered into indemnification contracts providing
contracting directors or officers the procedural and
substantive rights to indemnification currently set forth in
the Indemnification By-law ("Indemnification Contracts"). The
right to indemnification provided by an Indemnification
Contract applies to all covered claims, whether such claims
arose before or after the effective date of the contract.
Century maintains an insurance policy covering the
liability of its directors and officers for actions taken in
their official capacity. The Indemnification Contracts provide
that, to the extent insurance is reasonably available, Century
will maintain comparable insurance coverage for each
contracting party as long as he or she serves as an officer or
director and thereafter for so long as he or she is subject to
possible personal liability for actions taken in such
capacities. The Indemnification Contracts also provide that if
Century does not maintain comparable insurance, it will hold
harmless and indemnify a contracting party to the full extent
of the coverage that would otherwise have been provided for his
or her benefit.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Century pursuant to the
foregoing provisions, or otherwise, Century has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for Century by Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., New Orleans, Louisiana, special
counsel to the Company.
EXPERTS
The consolidated financial statements and related
financial statement schedules of Century as of December 31,
1995 and 1996, and for each of the years in the three-year
period ended December 31, 1996, included in Century's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, incorporated by reference herein, have been incorporated
by reference in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, which is also
incorporated by reference herein, and upon the authority of
such firm as experts in accounting and auditing.
No person is
authorized to give any
information or to make CENTURY
any representations other TELEPHONE
than those contained or ENTERPRISES,
incorporated by reference INC.
in this Prospectus in
connection with the offer
contained in this
Prospectus, and, if given
or made, any such
information or PROSPECTUS
representations must not
be relied upon as having
been authorized by the
Company. This Prospectus
does not constitute an
offer to sell or a
solicitation of an offer
to buy securities by Common Stock
anyone in any
jurisdiction in which
such offer or
solicitation is not
authorized, or in which AUTOMATIC DIVIDEND
the person making such REINVESTMENT AND
offer or solicitation is STOCK PURCHASE SERVICE
not qualified to do so,
or to any person to whom
it is unlawful to make
such an offer or May 15, 1997
solicitation. Neither
the delivery of this
Prospectus nor any sale
made hereunder shall,
under any circumstances,
create any implication
that there has been no
change in the affairs of
the Company since the
date hereof.
TABLE OF CONTENTS Page
Century Telephone Enterprises, Inc. 2
Description of the Service 3
Purpose 3
Advantages 3
Administration 3
Participation 3
Purchases 5
Voluntary Cash Payments 6
Reports to Participants 6
Dividends on Fractional Shares 7
Certificates for Shares 7
Sale, Transfer and Pledging of Shares 7
Withdrawal from the Service 8
Other Information 8
Use of Proceeds 11
Summary Description of Securities 11
Common Stock 11
Preferred Stock 11
Preference Share Purchase Rights 12
Incorporation of Certain
Documents by Reference 12
Indemnification of Directors and Officers 12
Legal Matters 13
Experts 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses payable by the Company in connection
with the issuance and distribution of the Common Stock registered hereunder
are as follows:
Registration Fee $ 1,775
New York Stock Exchange Listing Fee 1,500
Printing Expenses 5,000
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 4,000
Miscellaneous 2,000
Total $ 24,275
Item 15. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent of
the corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any action, suit or proceeding to which he is or was a
party or is threatened to be made a party (including any action by or in the
right of the corporation) if such action arises out of his acts on behalf of
the corporation and he acted in good faith not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business Corporation
Law are not exclusive; however, no corporation may indemnify any person for
willful or intentional misconduct. A corporation has the power to obtain
and maintain insurance, or to create a form of self-insurance, on behalf of
any person who is or was acting for the corporation, regardless of whether
the corporation has the legal authority to indemnify the insured person
against such liability.
Article II, Section 10 of Century's by-laws (the "Indemnification By-
law") provides for mandatory indemnification for directors and officers or
former directors and officers of Century to the fullest extent permitted by
Louisiana law.
Century's Articles of Incorporation authorize it to enter into
contracts with directors and officers providing for indemnification to the
fullest extent permitted by law. Century has entered into indemnification
contracts providing contracting directors or officers the procedural and
substantive rights to indemnification currently set forth in the
Indemnification By-law ("Indemnification Contracts"). The right to indem-
nification provided by an Indemnification Contract applies to all covered
claims, whether such claims arose before or after the effective date of the
contract.
Century maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity. The
Indemnification Contracts provide that, to the extent insurance is
reasonably available, Century will maintain comparable insurance coverage
for each contracting party as long as he or she serves as an officer or
director and thereafter for so long as he or she is subject to possible
personal liability for actions taken in such capacities. The
Indemnification Contracts also provide that if Century does not maintain
comparable insurance, it will hold harmless and indemnify a contracting
party to the full extent of the coverage that would otherwise have been
provided for his or her benefit.
Item 16. Exhibits.
The exhibits to this registration statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by
reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) immediately preceding do not apply if the
registration statement is on Form S-3 or Form S-8, and if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Monroe, State of Louisiana, on May 14, 1997.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Glen F. Post, III
----------------------------------------
Glen F. Post, III
Vice Chairman of the Board of
Directors, President, and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Clarke M. Williams, Glen
F. Post, III and Harvey P. Perry, or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Clarke M. Williams Chairman of the Board May 14, 1997
- - -------------------------- of Directors
Clarke M. Williams
/s/ Glen F. Post, III Vice Chairman of the Board of May 14, 1997
- - -------------------------- Directors, President, and
Glen F. Post, III Chief Executive Officer
/s/ R. Stewart Ewing, Jr. Senior Vice President and May 14, 1997
- - -------------------------- Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
/s/ Murray H. Greer Controller May 14, 1997
- - -------------------------- (Principal Accounting Officer)
Murray H. Greer
/s/ William R. Boles, Jr. Director May 14, 1997
- - --------------------------
William R. Boles, Jr.
/s/ Virginia Boulet Director May 14, 1997
- - --------------------------
Virginia Boulet
/s/ Ernest Butler, Jr. Director May 14, 1997
- - --------------------------
Ernest Butler, Jr.
/s/ Calvin Czeschin Director May 14, 1997
- - --------------------------
Calvin Czeschin
/s/ James B. Gardner Director May 14, 1997
- - --------------------------
James B. Gardner
/s/ W. Bruce Hanks Director May 14, 1997
- - --------------------------
W. Bruce Hanks
/s/ R. L. Hargrove, Jr. Director May 14, 1997
- - --------------------------
R. L. Hargrove, Jr.
/s/ Johnny Hebert Director May 14, 1997
- - --------------------------
Johnny Hebert
/s/ F. Earl Hogan Director May 14, 1997
- - --------------------------
F. Earl Hogan
/s/ C. G. Melville Director May 14, 1997
- - --------------------------
C. G. Melville
/s/ Harvey P. Perry Director May 14, 1997
- - --------------------------
Harvey P. Perry
/s/ Jim D. Reppond Director May 14, 1997
- - --------------------------
Jim D. Reppond
EXHIBIT INDEX
Exhibit No. Description Page No.
3.1 Amended and Restated Articles of Incorporation of
the Company dated as of December 2, 1996
(incorporated by reference to Exhibit 3(i) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996).
3.2 By-laws of the Company as amended through November
21, 1996 (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-4,
Registration No. 333-17015).
4.1 Rights Agreement dated as of August 27, 1996 between
the Company and Harris Trust and Savings Bank (as
successor to Society National Bank), as Rights
Agent, including the form of Rights Certificate
(incorporated by reference to Exhibit 1 of the
Company's Current Report on Form 8-K filed August
30, 1996).
4.2 Indenture dated as of March 31, 1994 between the
Company and Regions Bank of Louisiana (formerly
First American Bank & Trust of Louisiana), as
Trustee (incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-3,
Registration No. 33-52915, filed March 30, 1994).
Copies of other instruments defining the rights of
holders of long-term debt of the Company will be
furnished to the Commission upon request.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Independent Auditors' Consent.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in the signature pages
of this registration statement).
EXHIBIT 5
[Jones, Walker Letterhead]
May 15, 1997
Century Telephone Enterprises, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
RE: Registration Statement on Form S-3
Century Telephone Enterprises, Inc. ("Century")
Gentlemen:
We have acted as Century's special counsel in
connection with the preparation of the registration statement
on Form S-3 (the "Registration Statement") filed by Century
with the Securities and Exchange Commission (the "Commission")
on the date hereof relating to the registration of 200,000
shares of Century's common stock, par value $1.00 per share
(the "Registered Securities"). In connection with rendering
the opinions expressed below, we have examined original,
photostatic or certified copies of (i) the resolutions adopted
by the Board of Directors of Century at a meeting held on May
8, 1997 (the "May 1997 Resolutions") and (ii) such other
records of Century, certificates of Century's officers and
public officials, and such other documents as we have deemed
relevant. In our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents.
Based upon the foregoing and subject to the following
qualifications and comments, we are of the opinion that the
proposed issuance of the Registered Securities has been duly
authorized by Century's Board of Directors and the Registered
Securities will, when issued in accordance with the terms and
conditions of the May 1997 Resolutions and the Registration
Statement, be validly issued.
The opinions rendered herein are specifically limited to
currently applicable United States federal law and the laws of
the State of Louisiana as they relate to the opinions expressed
herein. We are members of the bar of the State of Louisiana and
have neither been admitted to nor purport to be experts on the
laws of any other jurisdiction. We express no opinion as to
the application of the securities or blue sky laws of the
various states to the sale of any Registered Securities.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the
prospectus forming a part thereof under the caption "Legal
Matters." In giving this consent, we do not admit that we are
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the
general rules and regulations of the Commission.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Kenneth J. Najder
-------------------------------
Kenneth J. Najder
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Century Telephone Enterprises, Inc.
We consent to the use of our report dated January 29, 1997,
related to the consolidated financial statements of Century
Telephone Enterprises, Inc. as of December 31, 1995 and 1996,
and for each of the years in the three-year period ended
December 31, 1996, incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the
prospectus constituting part of the Registration Statement on
Form S-3 of Century Telephone Enterprises, Inc.
KPMG PEAT MARWICK LLP
Shreveport, Louisiana
May 12, 1997
