UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Brooks Fiber Properties, Inc.
(Name of Issuer)
Voting Common Stock, $.01 par value per share
(Title of Class of Securities)
114399 10 8
(CUSIP Number)
Harvey P. Perry
Senior Vice President, General Counsel, and Secretary
Century Telephone Enterprises, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ____.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 6 Pages
CUSIP No. 114399 10 8
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Century Telephone Enterprises, Inc. 72-0651161
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2) Check the Appropriate Box if a Member of a Group*
(a)............................................. _____
(b)............................................. _____
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3) SEC Use Only
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4) Source of Funds*
OO
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5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) _____
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6) Citizenship or Place of Organization
Louisiana
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Number of 7) Sole Voting Power..................... 551,776
Shares ---------------------------------------------------
Bene-
ficially
Owned by 8) Shared Voting Power................... 0
Each ---------------------------------------------------
Reporting
Person
With 9) Sole Dispositive Power................ 551,776
---------------------------------------------------
10) Shared Dispositive Power............. 0
- ------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person............................... 551,776
- ------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares*....................... X
- ------------------------------------------------------------------
13) Percent of Class Represented by Amount
in Row (11)....................................... 1.5%
- ------------------------------------------------------------------
14) Type of Reporting Person*......................... CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF
THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 6 Pages
Item 3. Source and Amount of Funds or Other Consideration.
In consideration for rendering services as a director of
the Issuer, Glen F. Post, III and W. Bruce Hanks, each of whom
are executive officers of the Reporting Person, were each
granted options to purchase 10,000 shares of Common Stock at an
exercise price of $25.00 for each share. One-half the number
of shares of Common Stock covered by each such grant became
exercisable on August 5, 1997. As directors of the Issuer,
Messrs. Post and Hanks have elected to receive payment of their
1997 board retainer and board and committee attendance fees in the
form of options on Common Stock of the Issuer at an exercise
price of $21.75 for each share. Pursuant to such elections,
Mr. Post has received options on a total of 1,656 shares of Common
Stock in lieu of a total of $9,000 in director compensation and
Mr. Hanks has received options on a total of 1,840 shares of Common
Stock in lieu of a total of $10,000 in director compensation. None
of the options granted in lieu of director compensation are
presently exercisable. The Reporting Person disclaims
beneficial ownership of all such options and the shares of Common
Stock that may be purchased thereunder.
Item 4. Purpose of Transaction.
The answer to Item 3 of this Schedule 13D is incorporated
herein by reference in partial response to this Item 4.
In accordance with the terms and conditions of the Stock
Purchase Agreement dated as of June 11, 1997, among the
Reporting Person, Century Cellunet, Inc., PacifiCorp Holdings,
Inc., and Pacific Telecom, Inc. ("PTI"), the Reporting Person
has agreed to purchase from PacifiCorp Holdings, Inc. all the
stock of PTI, a provider of local exchange telephone service in
12 states and the holder of cellular ownership interests in six
states, in exchange for $1.523 billion cash. It is anticipated
that this acquisition will be consummated during the fourth
quarter of 1997. The Reporting Person intends to initially
fund the purchase price for this acquisition by means of five-
year senior unsecured floating-rate bank loans under a $1.6
billion committed credit facility with NationsBank of Texas,
N.A. and a syndicate of other lenders.
In view of the Reporting Person's impending acquisition of
PTI and the related increase of its indebtedness, the Reporting
Person has determined that, for various financial and other
reasons, it would be prudent and in the best interests of the
Reporting Person to liquidate a substantial portion of its
holdings of the Common Stock of the Issuer. On November 7,
1997, the Reporting Person sold 3,784,450 shares of Common
Stock held by it in exchange for aggregate net sales proceeds
of approximately $202.7 million cash. Such sales were made in
conformity with the provisions of the Affiliate Agreement.
Brooks has asked Glen F. Post, III and W. Bruce Hanks, who
have served since May 1997 on the Issuer's Board of Directors
as the Reporting Person's designees under the Stockholder
Agreement, to continue to serve in such capacity until the
earlier of the consummation of the business combination of
Brooks and WorldCom, Inc. or the next annual meeting of Brooks'
stockholders, notwithstanding provisions of the Stockholder
Agreement that obligate the Reporting Person to cause its
designees to resign from the Issuer's Board at such time as the
Reporting Person and its affiliates control less than 5% of
Brooks' outstanding voting power. The Reporting Person has
been advised that Messrs. Post and Hanks are willing to
continue to serve on this basis. The Reporting Person and the
Issuer have agreed that the Stockholder Agreement will
terminate at such time as a nominee of the Reporting Person is
no longer a director of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person
beneficially owned 551,776 shares of Common Stock, which
constitutes 1.5% of the outstanding shares of Common Stock. To
the best of the Reporting Person's knowledge, as of the date
hereof no director or executive officer of the Reporting Person
beneficially owned any Common Stock, except (i) Glen F. Post,
III, who beneficially owned indirectly through presently
exercisable stock options 5,000 shares of Common Stock, (ii) W.
Bruce Hanks, who beneficially owned indirectly through
presently exercisable stock options 5,000 shares of Common
Stock, and (iii) Harvey P. Perry, who beneficially owned 1,450
shares of Common Stock, all of which, individually and
collectively, constitute substantially less than 1% of the
outstanding shares of Common Stock. The Reporting Person
disclaims beneficial ownership of the shares of Common Stock
beneficially owned by Messrs. Post, Hanks and Perry.
(b) The Reporting Person has the sole power to vote or to
direct the vote and the sole power to dispose or to direct the
disposition of all 551,776 shares of Common Stock referred to
in Item 5(a) as beneficially owned by it, subject to its
obligations under the Stockholder Agreement with respect to
voting shares of Common Stock, which are summarized in Item 4
of this Schedule 13D, as amended. To the best of the Reporting
Person's knowledge, Messrs. Post, Hanks and Perry each has the
sole power to vote or to direct the vote and the sole power to
dispose or direct the disposition of all shares of Common Stock
referred to in Item 5(a) as being beneficially owned by him,
respectively.
(c) The Reporting Person has not engaged in any
transactions involving Common Stock during the past 60 days
other than the disposition by the Reporting Person of 3,784,450
shares of Common Stock on November 7, 1997, in exchange for
aggregate net sales proceeds of approximately $202.7 million
cash, or approximately $53.56 per share. Such sales were
effected pursuant to Rule 145 promulgated under the Securities
Act of 1933 by Furman Selz LLC, which acted as a "market maker"
within the meaning of paragraph (f) of Rule 144. To the best
of the Reporting Person's knowledge, no director or executive
officer of the Reporting Person has engaged in any transactions
in Common Stock during the past 60 days, except for Harvey P.
Perry, who purchased 200 shares of Common Stock in late October
1997.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 551,776 shares of Common Stock
referred to in Item 5(a) as being beneficially owned by the
Reporting Person. No other person is known to have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common
Stock referred to in Item 5(a) as being beneficially owned by
Messrs. Post, Hanks and Perry.
(e) The Reporting Person ceased to be the beneficial
owner of more than five percent of the Common Stock on November
7, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The answers to Items 3 and 4 of this Schedule 13D are incorporated
by reference in response to this Item 6.
Page 4 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
CENTURY TELEPHONE ENTERPRISES, INC.
November 10, 1997 By: /s/ Glen F. Post, III
- ------------------------- -----------------------------------
Date Glen F. Post, III
Vice Chairman of the Board,
President, and Chief
Executive Officer
