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) March 12, 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
Execution of Ameritech Agreement
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On March 12, 1998, Century Telephone Enterprises, Inc. ("Century") entered
into definitive agreements to purchase from affiliates of Ameritech Corporation
("Ameritech") the assets of certain of Ameritech's local telephone and directory
publishing operations in parts of northern and central Wisconsin. In exchange,
Century has agreed to pay $225 million cash, subject to certain post-closing
adjustments.
The assets to be purchased include (i) approximately 85,000 access lines and
related property and equipment comprising Ameritech's local exchange operations
in 19 exchanges that serve approximately 68,000 customers in 21 predominantly
rural communities in Wisconsin, (ii) Ameritech's directory publishing operations
that relate to nine telephone directories serving such customers and (iii)
approximately $4 million in net receivables. The assets to be conveyed will not
include Ameritech's operations relating to the provision of intra- LATA toll
service, calling card service, wholesale operator or directory assistance
service, wireless service, security monitoring service or certain other
equipment, maintenance, leasing and pay phone services not typically associated
with local exchange operations. Century will not assume any liabilities of
Ameritech other than those associated with contracts transferred in connection
with the sale. The purchase price will be adjusted post-closing if the amount of
net receivables acquired by Century are greater than $4 million or less than $3
million.
Consummation of the transactions is subject to, among other things, (i) the
receipt of approval from the Federal Communications Commission, (ii) the filing
of notification reports under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and (iii) various other customary closing conditions. Century and
Ameritech also intend to review details of the transactions with the Public
Service Commission of Wisconsin, as well as file new tariffs for the properties
involved. Century has agreed to pay Ameritech $11.25 million if the transactions
are not consummated under certain specified circumstances.
Results of operations are not expected to be materially impacted during the
first year subsequent to consummation of the transaction.
Additional information regarding the acquisition is set forth in Century's
press release announcing the transactions, which is filed as Exhibit 99.1
hereto.
Stock Split
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On March 31, 1998, the Company effected a three-for-two stock split in the
form of a 50% stock dividend with respect to each share of the Company's common
stock outstanding on March 10, 1998. In accordance with Section 11(n) of the
Rights Agreement dated as of August 27, 1996 between the Company and the Rights
Agent named therein, each Right shall hereinafter entitle the holder thereof to
purchase, on the terms and conditions of the Rights Agreement, 1/150 of a
Preference Share at a purchase price of $73.33 per 1/150 of a Preference Share.
All capitalized terms used in this paragraph shall have the meanings ascribed to
them in the Rights Agreement.
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 hereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ Murray H. Greer
----------------------------
Murray H. Greer
Controller
Date: March 31, 1998
EXHIBIT 99.1
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
March 12, 1998 Media - Patricia Cameron
(318) 388-9674
[email protected]
Investors - Jeffrey S. Glover
(318) 388-9648
[email protected]
CENTURY TO PURCHASE 19 WISCONSIN EXCHANGES FROM AMERITECH
MONROE, LA. . . .
Ameritech and Century Telephone Enterprises, Inc., have entered into a
definitive agreement under which Century will purchase the assets of some of
Ameritech's local telephone operations and directory publishing business in
northern and parts of central Wisconsin. The cash transaction is for
approximately $225 million and is expected to close in the fourth quarter,
pending regulatory approval.
The sale will include the property and equipment that serves 68,000 customers,
or 85,000 telephone lines, as well as directory publishing operations for nine
telephone directories. The properties to be acquired are adjacent to Century's
existing operations. With the acquisition, Century will serve 330,000 telephone
lines in Wisconsin. Century is the third largest local telephone company in the
state.
The 21 communities served by the 19 exchanges include: Ashland, Bayfield,
Cornell, Hurley, Ladysmith, Saxon, Stanley, Superior, Washburn, McAllister,
Marinette, Oconto, Oconto Falls, Peshtigo, Baraboo, Berlin, Green Lake,
Mazomanie, North Freedom, Princeton and Redgranite.
"This agreement is another major step in Century's efforts to aggressively
expand our presence in Wisconsin's rural and smaller urban communities," said
Glen F. Post III, Century's president and chief executive officer. "It supports
our geographic clustering strategy, with Wisconsin being our largest state in
terms of telephone lines served."
"Century will combine these new territories with our existing service areas in
neighboring communities, enabling us to enhance network efficiencies and provide
our new and existing customers with the highest quality service possible," Post
said.
Customers will see no change in their area codes, telephone numbers, or local
calling areas, and customer rates for local telephone service will remain the
same, under terms of the agreement.
"The sale truly is a win-win opportunity for both companies and shareowners,"
said Ellen M. Gardner, president of Ameritech Wisconsin. "Customers in these
areas will benefit because of the proximity of these exchanges to Century's
operations. That allows Ameritech to more effectively focus our resources on
our remaining customers, which creates value for our shareowners."
The exchanges that Century will acquire represent less than five percent of
Ameritech's telephone operations in Wisconsin, which now include 2.2 million
lines and 6,500 employees in the state.
Customers who will be served by Century will be receiving more information in
the mail. In addition, both companies have established a special hotline at
1-800-316-7765 to respond to questions from customers.
Century (NYSE: CTL) is the 10th largest local exchange company, based on number
of telephone lines, and the 10th largest cellular company, based on population
equivalents owned, in the U.S. Century provides a full range of communications
services including local, wireless, long distance, voice mail, data services and
Internet access to more than two million customers in 21 states. Headquartered
in Monroe, LA, Century (www.centurytel.com) is recognized as a leader in serving
small urban and rural markets with high-quality, affordable services.
Century currently has 245,000 lines in 96 Wisconsin exchanges. Century has 835
employees in Wisconsin and maintains regional wireline headquarters in La
Crosse.
Ameritech (NYSE: AIT) serves millions of customers in 50 states and 40
countries. Ameritech provides a full range of communications services, including
local and long distance telephone, cellular, paging, security monitoring, cable
TV, Internet services and more. One of the world's 100 largest companies,
Ameritech (www.ameritech.com) has 74,000 employees, 1 million shareowners and
more than $25 billion in assets.
In addition to historical information, this release includes certain
forward-looking statements that are subject to uncertainties that could cause
Century's actual results to differ materially from such statements. Such
uncertainties include but are not limited to: the effects of ongoing
deregulation in the telecommunications industry; the effects of greater than
anticipated competition in the Company's markets; possible changes in the demand
for the Company's products and services; the Company's ability to successfully
introduce new offerings on a timely and cost-effective basis; the risks inherent
in rapid technological change; the Company's ability to effectively manage its
growth, including integrating newly acquired operations into the Company's
operations; and the effects of more general factors such as 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 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
FACT SHEET
Ameritech and Century Telephone Enterprises, Inc., have entered into a
definitive agreement under which Century will purchase the assets of Ameritech's
local telephone operations and directory publishing business in 21 communities
covering 19 exchanges in northern and parts of central Wisconsin. The sale, for
approximately $225 million in cash, will include all property and equipment in
the exchanges.
The 21 communities include: Ashland, Bayfield, Cornell, Hurley, Ladysmith,
Saxon, Stanley, Superior, Washburn, McAllister, Marinette, Oconto, Oconto Falls,
Peshtigo, Baraboo, Berlin, Green Lake, Mazomanie, North Freedom, Princeton and
Redgranite.
The following telephone exchange prefixes are affected: (715 area code) 239,
373, 392, 394, 395, 398, 399, 532, 561, 582, 644, 682, 685, 732, 735, 779, 893.
(920 area code) 294, 295, 361, 566, 834, 846. (608 area code) 355, 356, 522,
795.
Sixty-eight thousand customers will be affected by the sale. This represents
85,000 telephone lines and corresponding telephone numbers, 500 pay phones, 23
switching offices and equipment, 37 buildings and nine telephone directories.
The sale represents less than 5 percent of Ameritech's total phone lines in
Wisconsin.
Fifty Ameritech employees work in these areas. Ameritech anticipates offering
affected employees jobs elsewhere within the company based on their
qualifications. Century also will be hiring in these areas and affected
Ameritech employees will be actively considered by Century.
Regulatory approval from the Federal Communications Commission (FCC) and the
U.S. Department of Justice are required before the sale can be completed. All
customers currently receiving local phone service from Ameritech in the 21
communities will become Century customers once the sale is approved and the
transaction is finalized. Approval is expected near the end of this year. Both
companies also will review details of the sale with the Public Service
Commission (PSC) of Wisconsin.
Local service rates in the 21 affected communities will remain the same as
Ameritech's at least until the year 2000.
Century expects to provide initial financing through its committed credit
facilities. While permanent financing plans will be determined once further
analysis of the impact of non-strategic asset dispositions is completed,
management intends, subject to market conditions, to implement permanent
financing consistent with its goal of achieving a long-term debt-to-capital
target ratio of 50 percent.
Century has provided quality telephone service in Wisconsin communities for more
than 25 years. It has been expanding its presence in Wisconsin and the rest of
the country. Last year, Century acquired Pacific Telecom (PTI) and Pecoco, Inc.,
providers of local exchange services in Wisconsin. Century's Wisconsin presence
covers (not including the transaction with Ameritech) 245,000 telephone lines in
96 exchanges, 835 employees and a regional wireline office in La Crosse.
Century is the 10th largest local exchange company in the U.S. based on number
of telephone lines, and the 3rd largest local exchange company in Wisconsin.
Century offers a range of communications services, including local exchange,
wireless, long distance, voice mail, data services and Internet access to more
than 2 million customers in 21 states. Its market niche is serving rural and
small urban territories.
Customers in the areas being purchased by Century will be receiving more
information in the mail. Customers will keep their existing telephone numbers
and will not have to do anything differently regarding their existing service.
In addition, both companies have established a special hotline at 1-800-316-7765
to respond to questions from customers.
