As filed with the United States Securities and Exchange Commission on
January 8, 1998.
Registration No. 333-42013
========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Century Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0651161
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
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)
--------------------
Copy to: Harvey P. Perry Copy to:
Kenneth J. Najder Senior Vice President, David P. Falck
Jones, Walker, Waechter, General Counsel and Secretary Winthrop, Stimson,
Poitevent, Carrere Century Telephone Putnam & Roberts
& Denegre, L.L.P. Enterprises, Inc. One Battery Park Plaza
201 St. Charles Avenue, 100 Century Park Drive New York, New York 10004
51st Floor Monroe, Louisiana 71203 (504) 858-1000
New Orleans, Louisiana (318) 388-9500
70170-5100
(504) 582-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement
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If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.
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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 (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans,
please check the following box. X
---
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
---
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. X
---
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This Amendment is being filed pursuant to Rule 462(d) under the
Securities Act of 1933 and shall become effective immediately upon
filing.
EXPLANATORY NOTE:
This Post-Effective Amendment No. 1 (this "Amendment") is being
filed pursuant to Rule 462(d) under the Securities Act of 1933 (the
"Act") for the sole purpose of filing an additional exhibit to
Registration Statement No. 333-42013 (the "Registration Statement"),
and, accordingly, shall become effective immediately upon filing with
the Securities and Exchange Commission (the "Commission"). After giving
effect to this Amendment, the Registration Statement will consist of the
Registration Statement as filed with the Commission at the time it
became effective on December 29, 1997, as supplemented and modified by
(i) Registrant's Prospectus dated December 29, 1997 and the Preliminary
Prospectus Supplement thereto dated December 30, 1997, each of which
were filed with the Commission on December 31, 1997 pursuant to Rule
424(b)(5) under the Act and (ii) this Amendment and the exhibit
identified below and filed herewith.
Exhibit No. Exhibit
- ----------- -------
23.2 Consent of Deloitte & Touche LLP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroe, State of
Louisiana, on January 8, 1998.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Harvey P. Perry
--------------------
Harvey P. Perry
Senior Vice President, Secretary,
General Counsel and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement on Form S-
3 has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
* Chairman of the Board January 8, 1998
------------------ of Directors
Clarke M. Williams
* President, Chief January 8, 1998
----------------- Executive Officer and
Glen F. Post, III Vice Chairman of the
Board of Directors
* Senior Vice President and January 8, 1998
--------------------- Chief Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
* Controller January 8, 1998
--------------- (Principal Accounting Officer)
Murray H. Greer
* Senior Vice President- January 8, 1998
-------------- Corporate Development
W. Bruce Hanks and Strategy and Director
/s/ Harvey P. Perry Senior Vice President, January 8, 1998
------------------- Secretary,
Harvey P. Perry General Counsel and Director
* Director January 8, 1998
--------------
Jim D. Reppond
* Director January 8, 1998
---------------------
William R. Boles, Jr.
* Director January 8, 1998
------------------
Ernest Butler, Jr.
* Director January 8, 1998
---------------
Calvin Czeschin
* Director January 8, 199
----------------
James B. Gardner
* Director January 8, 1998
-------------------
R. L. Hargrove, Jr.
* Director January 8, 1998
-------------
Johnny Hebert
* Director January 8, 1998
-------------
F. Earl Hogan
* Director January 8, 1998
-------------------
C. G. Melville, Jr.
* Director January 8, 1998
---------------
Virginia Boulet
*By: /s/ Harvey P. Perry
-------------------
Harvey P. Perry
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
1 Form of Underwriting Agreement to be used in connection
with sales of Senior Debt Securities.**
2.1 Stock Purchase Agreement dated June 11, 1997 by and
between, among others, Century and PacifiCorp Holdings,
Inc. (incorporated by reference to Exhibit 2.1 of
Century's Current Report on Form 8-K dated June 11, 1997),
as amended by an instrument dated as of November 5, 1997
(incorporated by reference to Exhibit 2.2 to Century's
Current Report on Form 8-K dated December 11, 1997).
3.1 Amended and Restated Articles of Incorporation of Century
(incorporated by reference to Exhibit 3(i) to Century's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996).
3.2 By-laws of Century as amended through November 21, 1996
(incorporated by reference to Exhibit 3.2 of Century's
Registration Statement on Form S-4, Registration No. 333-
17015).
4.1 Rights Agreement dated as of August 27, 1996 between
Century and Harris Trust and Savings Bank (successor-in-
interest to Society National Bank), as Rights Agent
(incorporated by reference to Exhibit 1 to Century's
Current Report on Form 8-K filed August 30, 1996).
4.2 Indenture dated as of March 31, 1994 between Century and
Regions Bank (successor-in-interest to Regions Bank of
Louisiana and First American Bank & Trust of Louisiana),
as Trustee (incorporated by reference to Exhibit 25 to
Century's Registration Statement on Form S-3, Registration
No. 33-59215).
4.3 Form of Board Resolution to be used in designating and
authorizing the terms and conditions of any series of
Senior Debt Securities offered hereunder.**
4.4 Form of Senior Debt Security (included within Exhibit
4.3)**
4.5 Form of Preferred Stock.***
4.6 Form of Articles of Amendment to Century's Amended and
Restated Articles of Incorporation to be used in
connection with issuances of Preferred Stock.***
4.7 Form of Common Stock (incorporated by reference to Exhibit
4.1 of Century's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993).
4.8 Form of Warrant Agreement to purchase Senior Debt
Securities.***
4.9 Form of Senior Debt Security Warrant Certificate (included
in Exhibit 4.8).
4.10 Form of Warrant Agreement to purchase Preferred Stock.***
4.11 Form of Preferred Stock Warrant Certificate (included in
Exhibit 4.10).
4.12 Form of Warrant Agreement to purchase Common Stock.***
4.13 Form of Common Stock Warrant Certificate (included in
Exhibit 4.12).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.**
12 Statement regarding computation of ratio of earnings to
fixed charges.**
23.1 Consent of KPMG Peat Marwick LLP.**
23.2 Consent of Deloitte & Touche LLP.*
23.3 Consent of Jones Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.**
24 Power of Attorney.**
25 Statement of Eligibility of Trustee on Form T-1.**
99.1 Annual Report on Form 10-K of PTI for the year ended
December 31, 1996, not including the exhibits thereto.**
99.2 Quarterly Report on Form 10-Q of PTI for the quarter ended
March 31, 1997, not including the exhibits thereto.**
99.3 Quarterly Report on Form 10-Q of PTI for the quarter ended
June 30, 1997, not including the exhibits thereto.**
99.4 Quarterly Report on Form 10-Q of PTI for the quarter ended
September 30, 1997, not including the exhibits thereto.**
99.5 Current Report on Form 8-K of PTI dated April 11, 1997,
not including the exhibits thereto.**
99.6 Current Report on Form 8-K of PTI dated September 30,
1997, not including the exhibits thereto.**
________________
* Filed herewith.
** Previously filed.
*** To be filed by one or more post-effective amendments to this
registration statement pursuant to Rule 462(d) if the Company
determines that such securities are to be sold.
[Letterhead of Deloitte & Touche LLP]
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
Pacific Telecom, Inc.
Century Telephone Enterprises, Inc.:
We consent to the use of our report dated January 27, 1997,
related to the consolidated financial statements of Pacific
Telecom, Inc. as of December 31, 1995 and 1996, and for each
of the years in the three-year period ended December 31,
1996, appearing in Pacific Telecom, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1996 and Century
Telephone Enterprises, Inc.'s Current Report on Form 8-K
dated December 1, 1997, included in or incorporated by
reference into, and the reference to our firm under the
heading "Experts" in Registration Statement No. 333-42013 of
Century Telephone Enterprises, Inc. on Form S-3 and the
related Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
January 6, 1998
