As filed with the United States Securities and Exchange Commission on November
24, 1998.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
CENTURY TELEPHONE ENTERPRISES, INC
(Exact name of registrant as specified in its charter)
__________________
LOUISIANA 72-0651161
(State or other (I.R.S. Employer
or organization) Identification No.)
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(Address of Principal Executive Offices) (Zip Code)
_________________
CENTURY TELEPHONE ENTERPRISES, INC.
DOLLARS & SENSE PLAN
(Full title of the Plan)
__________________
HARVEY P. PERRY, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CENTURY TELEPHONE ENTERPRISES, INC.
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(Name and address of agent for service)
(318) 388-9500
(Telephone number, including area code,
of agent for service)
COPY TO
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE, 51ST FLOOR
NEW ORLEANS, LOUISIANA 70170
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED{(1)(2)} PER UNIT{(3)} PRICE{(3)} FEE
<S> <C> <C>
Common Stock 1,400,000 shares $56.625{(4)} $79,275,000 $22,038.45
Participation Interests in the 0
Plan
Preference Share Purchase 1,400,000 rights {(5)} {(5)} --{(5)}
Rights{(5)}
</TABLE>
(1)Century Telephone Enterprises, Inc. has previously registered securities
issuable through the Dollars & Sense Plan on Form S-8 Registration Statement
Nos. 33-5836 and 33-48554.
(2)Upon the occurrence of any future stock split, stock dividend or similar
transaction involving Common Stock of the Registrant during the
effectiveness of this Registration Statement, the number of securities
registered shall be automatically increased to cover the additional
securities in accordance with Rule 416(a) under the Securities Act of 1933.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h).
(4)The average of the high and low price per share of Common Stock on the New
York Stock Exchange on November 17, 1998, in accordance with Rule 457(c).
(5)Rights are attached to and trade with the Common Stock of the Registrant.
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Century or the Plan
with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference:
(a) Century's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) Century's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998.
(c) Century's Current Report on Form 8-K dated March 31, 1998 and
September 3, 1998.
(d) Century's Registration Statement filed under the Exchange Act
(File No. 1-7784), as amended and restated on Form 8-A/A filed
December 2, 1996, which includes a description of the Company's
Common Stock and Preference Share Purchase Rights.
(e) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997.
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 Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be made a part hereof from the date of filing of
such documents. Information 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 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 Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.EXHIBITS.
5.1 Internal Revenue Service determination letter issued prior to Plan
amendments.
5.2 In lieu of filing an opinion of counsel as to compliance of the
Plan, as amended and restated, with ERISA or an Internal Revenue
Service determination letter that the Plan, as amended and
restated, is qualified under Section 401 of the Internal Revenue
Code, the undertaking permitted by Item 8.(b) of Form S-8 is
included in Item 9.(d) of this Registration Statement.
23 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9.UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 the 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 the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply 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 herein.
(b) 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(2) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(4) The registrant will submit the Plan, as amended and restated, to
the Internal Revenue Service for a determination of qualification under Section
401 of the Internal Revenue Code in a timely manner and will make all changes
required by the IRS in order to qualify the Plan, as amended and restated.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and 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
November 19, 1998.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /S/ CLARKE M. WILLIAMS
------------------------
Clarke M. Williams
Chairman of the Board
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 November 19, 1998
------------------ of Directors
Clarke M. Williams
/S/ GLEN F. POST, III Vice Chairman of the Board November 19, 1998
----------------- of Directors, President and
Glen F. Post, III Chief Executive Officer
/S/ R. STEWART EWING, JR. Senior Vice President and Chief November 19, 1998
--------------------- Financial Officer
R. Stewart Ewing, Jr. (Principal Financial Officer)
/S/ HARVEY P. PERRY Senior Vice President, General November 19, 1998
--------------- Counsel, Secretary and Director
Harvey P. Perry
/S/ W. BRUCE HANKS Executive Vice President, November 19, 1998
-------------- Chief Operating Officer
W. Bruce Hanks and Director
/S/ MURRAY H. GREER Controller (Principal November 19, 1998
--------------- Accounting officer)
Murray H. Greer
/S/ WILLIAM R. BOLES, JR. Director November 19, 1998
---------------------
William R. Boles, Jr.
/S/ VIRGINIA BOULET Director November 19, 1998
---------------
Virginia Boulet
/S/ ERNEST BUTLER, JR. Director November 19, 1998
------------------
Ernest Butler, Jr.
/S/ CALVIN CZESCHIN Director November 19, 1998
---------------
Calvin Czeschin
/S/ JAMES B. GARDNER Director November 19, 1998
----------------
James B. Gardner
/S/ R. L. HARGROVE, JR. Director November 19, 1998
-------------------
R. L. Hargrove, Jr.
/S/ JOHNNY HEBERT Director November 19, 1998
-------------
Johnny Hebert
/S/ F. EARL HOGAN Director November 19, 1998
-------------
F. Earl Hogan
/S/ C. G. MELVILLE, JR. Director November 19, 1998
-------------------
C. G. Melville, Jr.
/S/ JIM D. REPPOND Director November 19, 1998
--------------
Jim D. Reppond
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Retirement Committee, as Plan Administrator, 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 November 19,
1998.
CENTURY TELEPHONE ENTERPRISES, INC.
DOLLARS & SENSE PLAN
By: /S/ R. STEWART EWING, JR.
-----------------------------
R. Stewar Ewing, Jr.
Member of the
Retirement Committee
-1-
CENTURY TELEPHONE ENTERPRISES, INC.
EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 1055
ATLANTA, GA 30370-0000
Date: July 2, 1996 Employer Identification Number:
72-0651161
File Folder Number:
720000065
CENTURY TELEPHONE ENTERPRISES, INC. Person to Contact:
100 CENTURY PARK DRIVE EP/EO CUSTOMER SERVICE UNIT
MONROE, LA 71203 Contact Telephone Number:
(410) 962-6058
Plan Name:
CENTURY TELEPHONE ENTERPRISES, INC.
DOLLAR AND SENSE PLAN
Plan Number: 010
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations). We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated June 6, 1996. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees
who are highly compensated. If this occurs, your plan will not remain
qualified.
This determination letter is applicable for the amendment(s) adopted on
December 7, 1994.
This determination letter does not apply to the merger, consolidation, or
transfer of assets or liabilities of a plan described in Code section 6058(a)
to, or with, another plan. A determination has not been made on whether the
transaction met the requirements of the income tax regulations under Code
section 414(l).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely,
District Director
Enclosures:
Publication 794
Addendum
<PAGE>
-2-
CENTURY TELEPHONE ENTERPRISES, INC.
This letter also applies to amendments executed Sept. 2, 1992, April 1, 1993,
June 10, 1993, December 6, 1993 and April 7, 1994.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Century Telephone Enterprises, Inc.
We consent to the use of our report dated January 28, 1998, except as to
the third paragraph of note 20 which is as of February 25, 1998, related
to the consolidated financial statements and related financial statement
schedules of Century Telephone Enterprises, Inc. as of December 31, 1997
and 1996, and for each of the years in the three-year period ended
December 31, 1997, and to the use of our report dated June 12, 1998,
related to the statements of assets available for benefits with fund
information of Century Telephone Enterprises, Inc. Dollars and Sense Plan
as of December 31, 1997 and 1996, and the related statement of changes in
assets available for benefits with fund information for the year ended
December 31, 1997, incorporated by reference in the Registration Statement
on Form S-8 of Century Telephone Enterprises, Inc. to be filed on or about
November 19, 1998.
/s/ KPMG PEAT MARWICK LLP
Shreveport, Louisiana
November 19, 1998
