UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 14, 1998
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (318)388-9000
Item 5. Other Events
On August 14, 1998, CenturyTel (Century Telephone Enterprises, Inc.)
entered into a definitive agreement to sell the stock of its Alaska operations
to ALEC Acquisition Corporation for approximately $415 million, subject to
certain purchase price adjustments. Net after-tax proceeds from this transaction
of slightly less than $300 million will be used to reduce bank debt and to fund
CenturyTel's previously announced acquisition of more than 85,000 telephone
access lines in Wisconsin from Ameritech. Additional information regarding the
Alaska transaction is set forth in CenturyTel's news release which is filed as
Exhibit 99.1 hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Murray H. Greer
-------------------------
Murray H. Greer
Controller
(Principal Accounting Officer)
Exhibit 99.1
CENTURY TELEPHONE ENTERPRISES, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
August 17, 1998 Media - Patricia Cameron
(318) 388-9674
[email protected]
Investors - Jeffrey S. Glover
(318) 388-9648
[email protected]
CenturyTel Signs Definitive Agreement to Sell Alaska Operations
- ---------------------------------------------------------------
Monroe, LA. . . CenturyTel (Century Telephone Enterprises, Inc., NYSE Symbol:
CTL) has entered into a definitive agreement to sell the stock of its Alaska
operations to ALEC Acquisition Corporation. CenturyTel expects to receive $415
million in cash as a result of the transaction, and $43 million of debt will
remain with the entities to be acquired by ALEC. ALEC is a newly formed company
led by former executives of Pacific Telecom, Inc. (PTI) and Fox Paine & Company,
LLC. ALEC has received commitments from Fox Paine and Chase Manhattan
Corporation to provide equity and debt financing for the transaction.
Proceeds from this transaction will be used to reduce debt and to fund
CenturyTel's previously announced acquisition of more than 85,000 telephone
access lines from Ameritech in the state of Wisconsin. CenturyTel will not
recognize a gain as a result of the transaction due to its treatment under
purchase accounting. Final consideration is subject to certain purchase price
adjustments to be made in conjunction with the transaction closing.
It is anticipated that the transaction will close in first quarter 1999,
subject to regulatory approvals and customary closing conditions. Completion of
the transaction is also subject to ALEC's receipt of financing from Chase
pursuant to its commitment.
"We are divesting our Alaska properties because these operations do not
advance CenturyTel's strategy of geographically clustering our markets to
achieve efficiencies and provide the best possible service," Glen F. Post,
III, CenturyTel's President and Chief Executive Officer, said. "Due to its
remote nature and the great distance between Alaska and the lower
forty-eight states, we made a strategic decision to exit this market. This
transaction provides CenturyTel additional financial flexibility to pursue
expansion opportunities closer to our core market clusters. We are pleased
to sell these properties to a reputable management team of former PTI
executives who have considerable experience operating in Alaska. We
believe in the long run this transaction will be positive for customers,
employees and shareholders of both companies."
CenturyTel acquired the Alaska properties as part of the PTI acquisition
completed in December 1997. These operations currently operate as PTI
Communications and consist of approximately 130,000 telephone access lines,
12,600 cellular subscribers in markets encompassing 159,700 pops, as well as
550,000 PCS pops. For the first six months of 1998, these operations produced
$61.7 million in revenues and $24.7 million in earnings before interest, taxes,
depreciation and amortization (EBITDA). CenturyTel currently has approximately
350 employees in Alaska and will be working closely with the new management
team to ensure a smooth transition for both customers and employees in the
Alaska marketplace.
In addition to historical information, this release includes certain
forward-looking statements that are subject to uncertainties that could cause
the Company's actual results to differ materially from such statements. Such
uncertainties include but are not limited to: changes in overall market or
economic conditions or in legislation, regulation or public policy. These and
other uncertainties related to the Company's business are described in greater
detail in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
CenturyTel (Century Telephone Enterprises, Inc.) provides integrated
communications services including local exchange, wireless, long distance,
Internet access and security services to more than two million customers in 21
states. The company, headquartered in Monroe, Louisiana, is publicly traded on
the New York Stock Exchange under the symbol CTL. CenturyTel is the 10th largest
local exchange telephone company, based on access lines, and the 10th largest
cellular company, based on population equivalents owned, in the United States.
Visit CenturyTel's corporate website at www.centurytel.com
