JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
KENNETH J. NAJDER 201 ST. CHARLES AVENUE
504-582-8386 NEW ORLEANS, LOUISIANA 70170-5100
FAX 504-582-8012
[email protected]
February 3, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
RE: Preliminary Proxy Materials for Annual
Meeting of Shareholders of Century Telephone Enterprises, Inc.
(Commission File No. 1-7784)
Ladies and Gentlemen:
Pursuant to the Securities Exchange Act of 1934 (the "Act") and Rule
14a-6 promulgated thereunder, on behalf of Century Telephone Enterprises,
Inc. (the "Company"), we enclose for filing via a direct transmission to
the Commission's EDGAR System a preliminary copy of the Company's proxy
statement, notice of annual meeting and forms of proxy and voting
instruction cards, all of which have been prepared in connection with the
annual meeting of shareholders of the Company scheduled to be held on May
6, 1999.
The Company intends to mail to its shareholders definitive proxy
solicitation materials on or about March 17, 1999.
Various disclosures concerning 1999 bonuses and current stockholdings
of management and principal shareholders will be supplied or updated in the
Company's definitive proxy materials.
If you have any questions or comments concerning the enclosed
documents, please contact the undersigned at (504) 582-8386.
Sincerely,
/s/ KENNETH J. NAJDER
-------------------------
Kenneth J. Najder
KJN/tmb
Enclosures
cc: Harvey P. Perry
R. Stewart Ewing
BATON ROUGE OFFICE: FOUR UNITED PLAZA * 8555 UNITED PLAZA BOULEVARD
* BATON ROUGE, LOUISIANA 70809-7000 * 225-231-2000 * FAX 225-231-2010
WASHINGTON, D.C. OFFICE: SUITE 475, 1225 NEW YORK AVENUE, N.W. *
WASHINGTON, D. C. 20005 * 202-828-8363 * FAX 202-828-6907
LAFAYETTE OFFICE: SUITE 120 * 500 DOVER BOULEVARD *
LAFAYETTE, LOUISIANA 70503 * 318-406-5610 * FAX 318-406-5620
<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. - )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S. 240.14a-11(c) or S. 240.14a-12
CENTURY TELEPHONE ENTERPRISES, INC.
________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total Fee Paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________
2) Form, Schedule or Registration Statement No.:
_______________________
3) Filing Party:
_______________________
4) Date Filed:
_______________________
<PAGE>
Preliminary Proxy Materials
Filed as of 2/3/99
CenturyTel
(add logo)
_____________________________________________________
1999
Notice of
Annual Meeting
and
Proxy Statement
_____________________________________________________
Thursday, May 6, 1999
2:00 p.m. local time
Holiday Inn Professional Centre Atrium
2011 Louisville Avenue
Monroe, Louisiana
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CENTURY TELEPHONE ENTERPRISES, INC.:
The Annual Meeting of Shareholders of Century Telephone Enterprises,
Inc. will be held at 2:00 p.m., local time, on May 6, 1999 at the Holiday
Inn Professional Centre Atrium, 2011 Louisville Avenue, Monroe, Louisiana,
for the following purposes:
1. To elect five Class II directors;
2. To consider and vote upon proposed amendments to the Company's
articles of incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million; and
(B) change the Company's name to CenturyTel, Inc.; and
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March 8,
1999 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and all adjournments thereof.
By Order of the Board of Directors
HARVEY P. PERRY, Secretary
Dated: March __, 1999
______________
SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN IF
YOU EXPECT TO ATTEND, IT IS IMPORTANT THAT YOU PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY. IF YOU PLAN TO ATTEND AND WISH TO VOTE
YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE YOUR PROXY IS
VOTED.
______________
<PAGE>
[CENTURYTEL LETTERHEAD]
March _____, 1999
Dear Shareholder:
It is a pleasure to invite you to the Company's 1999 Annual Meeting of
Shareholders on Thursday, May 6, beginning at 2:00 p.m. local time, at the
Holiday Inn Professional Centre Atrium, Monroe, Louisiana. I hope that you
will be able to attend the meeting.
Most of you have received with this Proxy Statement a proxy card that
indicates the number of votes that you will be entitled to cast at the
meeting according to the records of the Company or your broker, bank or
other nominee. Each voting share of the Company that has been
"beneficially owned" continuously since May 30, 1987 generally entitles the
holder to ten votes; each other voting share entitles the holder to one
vote. Shares held through a broker, bank or other nominee are presumed to
have one vote per share. In lieu of receiving a proxy card, participants
in the Company's benefit plans have been furnished with voting instruction
cards. The reverse side of this letter describes the Company's voting
provisions in greater detail.
Regardless of how many shares you own or whether you plan to attend
the meeting in person, it is important that your shares be voted at the
meeting. Please specify your voting choices by marking the enclosed proxy
card (or voting instruction cards) and returning it or them promptly in the
enclosed return envelope.
Thank you for your interest and continued support.
Sincerely,
/s/ CLARK M. WILLIAMS
____________________________
Clarke M. Williams
Chairman of the Board
<PAGE>
VOTING PROVISIONS
SHAREHOLDERS
Record Shareholders. In general, shares registered in the name of any
natural person or estate that are represented by certificates dated prior to
May 30, 1987 are presumed to have ten votes per share and all other shares are
presumed to have only one vote per share. However, the Company's articles of
incorporation (the relevant provisions of which are reproduced below) set forth
a list of circumstances in which the foregoing presumptions may be refuted. If
you believe that the voting information set forth on your proxy card is
incorrect or a presumption made with respect to your shares should not apply,
send a letter to the Company briefly describing the reasons for your belief.
Merely marking the proxy card will not be sufficient notification to the
Company that you believe the voting information thereon is incorrect.
Beneficial Shareholders. All shares held through a broker, bank or other
nominee are presumed to have one vote per share. The Company's articles of
incorporation set forth a list of circumstances in which this presumption may
be refuted by the person who has held since May 30, 1987 all of the attributes
of beneficial ownership referred to in Article III(C)(2) reproduced below. If
you believe that some or all of your shares are entitled to ten votes, you may
follow one of two procedures. First, you may write a letter to the Company
describing the reasons for your belief. The letter should contain your name
(unless you prefer to remain anonymous), the name of the brokerage firm, bank
or other nominee holding your shares, your account number with such nominee and
the number of shares you have beneficially owned continuously since May 30,
1987. Alternatively, you may ask your broker, bank or other nominee to write a
letter to the Company on your behalf stating your account number and indicating
the number of shares that you have beneficially owned continuously since May
30, 1987. In either case, your letter should indicate how you wish to have
your shares voted.
Other. The Company will consider all letters received prior to the date of
the Annual Meeting and, when a return address is provided in the letter, will
promptly advise the party furnishing such letter of its decision, although in
many cases the Company will not have time to inform an owner or nominee of its
decision prior to the time the shares are voted. In limited circumstances, the
Company may require additional information before a determination will be made.
If you have any questions about the Company's voting procedures, please call
the Company at (318) 388-9500.
PARTICIPANTS IN BENEFIT PLANS
Participants in the Company's Stock Bonus Plan and PAYSOP, Employee Stock
Ownership Plan, Dollars & Sense Plan or Retirement Savings Plan for Bargaining
Unit Employees have received voting instruction cards in lieu of a proxy card.
For additional information, please refer to the enclosed informational letter
or letters supplied by the trustee of the plans in which you participate.
EXCERPTS FROM THE COMPANY'S ARTICLES OF INCORPORATION
Paragraph C of Article III of the Company's articles of incorporation
provides as follows:
* * * *
(1) Each share of Common Stock and each outstanding share of the Series H
Preferred Stock ("Voting Preferred Stock") which has been beneficially owned
continuously by the same person since May 30, 1987 will entitle such person to
ten votes with respect to such share on each matter properly submitted to the
shareholders of the Corporation for their vote, consent, waiver, release or
other action when the Common Stock and the Voting Preferred Stock vote together
with respect to such matter.
(2) (a) For purposes of this paragraph C, a change in beneficial
ownership of a share of the Corporation's stock shall be deemed to have
occurred whenever a change occurs in any person or group of persons who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares (i) voting power, which includes the
power to vote, or to direct the voting of such share; (ii) investment power,
which includes the power to direct the sale or other disposition of such share;
(iii) the right to receive or retain the proceeds of any sale or other
disposition of such share; or (iv) the right to receive distributions,
including cash dividends, in respect to such share.
(b) In the absence of proof to the contrary provided in accordance
with the procedures referred to in subparagraph (4) of this paragraph C, a
change in beneficial ownership shall be deemed to have occurred whenever a
share of stock is transferred of record into the name of any other person.
(c) In the case of a share of Common Stock or Voting Preferred
Stock held of record in the name of a corporation, general partnership, limited
partnership, voting trustee, bank, trust company, broker, nominee or clearing
agency, or in any other name except a natural person, if it has not been
established pursuant to the procedures referred to in subparagraph (4) that
such share was beneficially owned continuously since May 30, 1987 by the person
who possesses all of the attributes of beneficial ownership referred to in
clauses (i) through (iv) of subparagraph (2)(a) of this paragraph C with
respect to such share of Common Stock or Voting Preferred Stock, then such
share of Common Stock or Voting Preferred Stock shall carry with it only one
vote regardless of when record ownership of such share was acquired.
(d) In the case of a share of stock held of record in the name of
any person as trustee, agent, guardian or custodian under the Uniform Gifts to
Minors Act, the Uniform Transfers to Minors Act or any comparable statute as in
effect in any state, a change in beneficial ownership shall be deemed to have
occurred whenever there is a change in the beneficiary of such trust, the
principal of such agent, the ward of such guardian or the minor for whom such
custodian is acting.
(3) Notwithstanding anything in this paragraph C to the contrary, no
change in beneficial ownership shall be deemed to have occurred solely as a
result of:
(a) any event that occurred prior to May 30, 1987, including
contracts providing for options, rights of first refusal and similar
arrangements, in existence on such date to which any holder of shares of stock
is a party;
(b) any transfer of any interest in shares of stock pursuant to a
bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift that
is made in good faith and not for the purpose of circumventing this paragraph
C;
(c) any change in the beneficiary of any trust, or any distribution
of a share of stock from trust, by reason of the birth, death, marriage or
divorce of any natural person, the adoption of any natural person prior to age
18 or the passage of a given period of time or the attainment by any natural
person of a specified age, or the creation or termination of any guardianship
or custodian arrangement; or
(d) any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of stock.
(4) For purposes of this paragraph C, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall be
made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time. Such procedures shall provide, among other things, the manner of proof
of facts that will be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer agent shall be
entitled to rely on all information concerning beneficial ownership of a share
of stock coming to their attention from any source and in any manner reasonably
deemed by them to be reliable, but neither the Corporation nor any transfer
agent shall be charged with any other knowledge concerning the beneficial
ownership of a share of stock.
(5) Each share of Common Stock acquired by reason of any stock split or
dividend shall be deemed to have been beneficially owned by the same person
continuously from the same date as that on which beneficial ownership of the
share of Common Stock, with respect to which such share of Common Stock was
distributed, was acquired.
* * * *
(8) Shares of Common Stock held by the Corporation's employee benefit
plans will be deemed to be beneficially owned by such plans regardless of how
such shares are allocated to or voted by participants, until the shares are
actually distributed to participants.
* * * *
<PAGE>
CENTURY TELEPHONE ENTERPRISES, INC.
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(318) 388-9500
__________________
PRELIMINARY PROXY STATEMENT
__________________
March __, 1999
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors (the "Board") of Century
Telephone Enterprises, Inc. (the "Company") for use at its annual meeting
of shareholders to be held at the time and place set forth in the
accompanying notice, and at any adjournments thereof (the "Meeting"). This
proxy statement is first being mailed to shareholders of the Company on or
about March __, 1999.
As of March 8, 1999, the record date for determining shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), the
Company had outstanding _________ shares of common stock (the "Common
Stock") and [324,238] shares of Series H and L voting preferred stock that
vote together with the Common Stock as a single class on all matters
("Voting Preferred Stock" and, collectively with the Common Stock, "Voting
Shares"). The Company's Restated Articles of Incorporation (the
"Articles") generally provide that holders of Voting Shares that have been
beneficially owned continuously since May 30, 1987 are entitled to cast ten
votes per share, subject to compliance with certain procedures. Article
III of the Articles and the voting procedures adopted thereunder contain
several provisions governing the voting power of the Voting Shares,
including a presumption that each Voting Share held by nominees or by any
holder other than a natural person or estate entitles such holder to only
one vote, unless the record holder thereof furnishes the Company with
evidence to the contrary. Applying the presumptions described in Article
III, the Company's records indicate that __________ votes are entitled to
be cast at the Meeting, of which __________ (___%) are attributable to the
Common Stock. All percentages of voting power set forth in this proxy
statement have been calculated based on such number of votes.
If a shareholder is a participant in the Company's Automatic Dividend
Reinvestment and Stock Purchase Service, the Company's proxy card covers
shares credited to the shareholder's account under that plan, as well as
shares registered in the participant's name. However, the proxy card will
not serve as a voting instruction card for shares held for participants in
the Company's Stock Bonus Plan and PAYSOP, Employee Stock Ownership Plan,
Dollars & Sense Plan or Retirement Savings Plan for Bargaining Unit
Employees. Instead, these participants will receive from the plan trustees
separate voting instruction cards covering these shares. These voting
instruction cards should be completed and returned in the manner provided
in the instructions that accompany such cards.
The Company will pay all expenses of soliciting proxies for the
Meeting. Proxies may be solicited personally, by mail, by telephone or by
facsimile by the Company's directors, officers and employees, who will not
be additionally compensated therefor. The Company will also request
persons holding Voting Shares in their names for others, such as brokers,
banks and other nominees, to forward proxy materials to their principals
and request authority for the execution of proxies, for which the Company
will reimburse them for expenses incurred in connection therewith. The
Company has retained The Altman Group, Inc. to assist in the solicitation
of proxies from brokers, banks, nominees and individuals, for which it will
be paid a fee of $5,000 and will be reimbursed for certain out-of-pocket
expenses.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY OR VOTING INSTRUCTION CARD)
The Articles authorize a board of directors of 14 members divided into
three classes. Members of the respective classes hold office for staggered
terms of three years, with one class elected at each annual shareholders'
meeting. Five Class II directors will be elected at the Meeting. Unless
authority is withheld, all votes attributable to the shares represented by
each duly executed and delivered proxy will be cast for the election of
each of the five below-named nominees, each of whom has been recommended
for election by the Board's Nominating Committee. [Because no shareholder
has timely nominated any individuals to stand for election at the Meeting
in accordance with the Company's advance notification bylaw (which is
described generally below under the heading "Other Matters - Shareholder
Nominations and Proposals"), the five below-named nominees will be the only
individuals that may be elected at the Meeting.] If for any reason any
proposed nominee should decline or become unable to stand for election as a
director, which is not anticipated, votes will be cast instead for another
candidate designated by the Board, without resoliciting proxies.
The following provides certain information with respect to each
proposed nominee and each other director whose term will continue after the
Meeting, including his or her beneficial ownership of shares of Common
Stock determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission ("SEC"). Unless otherwise indicated, (i) all
information is as of the Record Date, (ii) each person has been engaged in
the principal occupation shown for more than the past five years and (iii)
shares beneficially owned are held with sole voting and investment power.
None of the persons named below beneficially owns more than 1% of the
outstanding shares of Common Stock or is entitled to cast more than 1% of
the total voting power.
_______________________________________________________________________________
CLASS II DIRECTORS (FOR TERM EXPIRING IN 2002):
_______________________________________________________________________________
Photo VIRGINIA BOULET, age 45; a director since January 1995; Partner,
Phelps Dunbar, L.L.P., a law firm.
Committee Memberships: Audit; Shareholder Relations
Shares Beneficially Owned: 3,422{(1)}
_______________________________________________________________________________
Photo ERNEST BUTLER, JR., age 70; a director since 1971; President, Chief
Executive Officer and a director of I. E. Butler Securities, Inc., an
investment banking firm, since February 1998; for over 30 years prior
to such time, Mr. Butler served as an executive officer of Stephens
Inc., an investment banking firm.
Committee Memberships: Audit; Compensation (Chairman);
Shareholder Relations
Shares Beneficially Owned: 505
_______________________________________________________________________________
Photo JAMES B. GARDNER, age 64; a director since 1981; Managing Director of
a division of Service Asset Management Company, a financial services
firm, and business consultant; a director of Ennis Business Forms,
Inc. and NAB Asset Corporation; prior to April 1994, Mr. Gardner
served as an executive officer of various financial institutions or
other financial service companies.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 1,518
_______________________________________________________________________________
Photo R. L. HARGROVE, JR., age 67; a director since 1985; retired as
Executive Vice President of the Company in 1987 after 12 years of
service as an officer; Mr. Hargrove has acted since 1987 as a part-
time consultant to local businesses and individuals regarding
financial and tax matters.
Committee Memberships: Executive; Audit; Shareholder Relations
(Chairman)
Shares Beneficially Owned: 44,980
_______________________________________________________________________________
Photo JOHNNY HEBERT, age 70; a director since 1968; President of Valley
Electric, an electrical contractor.
Committee Memberships: Audit; Nominating (Chairman); Insurance
Evaluation
Shares Beneficially Owned: 6,604{(2)}
_______________________________________________________________________________
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE PROPOSED
NOMINEES.
_______________________________________________________________________________
CLASS III DIRECTORS (TERM EXPIRES IN 2000):
_______________________________________________________________________________
Photo CALVIN CZESCHIN, age 63; a director since 1975; President and Chief
Executive Officer of Yelcot Telephone Company, Czeschin Motors and
ComputerMart, Inc.
Committee Memberships: Executive; Audit (Chairman); Shareholder
Relations
Shares Beneficially Owned: 235,746(3)
_______________________________________________________________________________
Photo F. EARL HOGAN, age 77; a director since 1968; managing partner of EDJ
Farms Partnership, a farming enterprise, for several years prior to
his retirement in December 1997.
Committee Memberships: Executive; Audit; Compensation
Shares Beneficially Owned: 24,408
_______________________________________________________________________________
Photo HARVEY P. PERRY, age 54; a director since 1990; Senior Vice President,
General Counsel and Secretary of the Company. Mr. Perry is the son-
in-law of Clarke M. Williams.
Committee Membership: Executive
Shares Beneficially Owned: 295,118{(4), (5)}
_______________________________________________________________________________
Photo JIM D. REPPOND, age 57; a director since 1986; retired; Vice
President-Telephone Group of the Company from January 1995 to July
1996; President-Telephone Group of the Company (or a comparable
predecessor position) from May 1987 to December 1994.
Committee Memberships: Executive; Insurance Evaluation
Shares Beneficially Owned: 42,615
_______________________________________________________________________________
CLASS I DIRECTORS (TERM EXPIRES IN 2001):
_______________________________________________________________________________
Photo WILLIAM R. BOLES, JR., age 42; a director since 1992; an executive
officer, director and practicing attorney with Boles, Boles & Ryan, a
professional law corporation.
Committee Memberships: Insurance Evaluation (Chairman); Shareholder
Relations
Shares Beneficially Owned: 3,199
_______________________________________________________________________________
Photo W. BRUCE HANKS, age 44; a director since 1992; Executive Vice
President-Chief Operating Officer of the Company since October 1998;
Senior Vice President-Corporate Development and Strategy of the
Company from October 1996 to October 1998; President-
Telecommunications Services of the Company (or a comparable
predecessor position) between July 1989 and October 1996.
Committee Memberships: Insurance Evaluation
Shares Beneficially Owned: 275,589{(5)}
_______________________________________________________________________________
Photo C. G. MELVILLE, JR., age 58; a director since 1968; private investor
since 1992; retired executive officer of an equipment distributor.
Committee Memberships: Audit; Insurance Evaluation; Nominating
Shares Beneficially Owned: 14,750
_______________________________________________________________________________
Photo GLEN F. POST, III, age 46; a director since 1985; Vice Chairman of the
Board, President and Chief Executive Officer of the Company.
Committee Membership: Executive
Shares Beneficially Owned: 672,696{(5)}
-1-
<PAGE>
_______________________________________________________________________________
Photo CLARKE M. WILLIAMS, age 77; a director since 1968; Chairman of the
Board of the Company. Mr. Williams, who is the father-in-law of
Harvey P. Perry, founded the Company's telephone business in 1946.
Committee Membership: Executive (Chairman)
Shares Beneficially Owned: 860,038{(5)}
_______________________________________________________________________________
(1) Includes 718 shares held by Ms. Boulet as custodian for the benefit of her
children, and 300 shares owned by Ms. Boulet's husband, as to which she
disclaims beneficial ownership.
(2) Includes 1,142 shares owned by Mr. Hebert's wife, as to which he disclaims
beneficial ownership.
(3) Includes 7,998 shares owned by Mr. Czeschin's wife, as to which he
disclaims beneficial ownership.
(4) Includes 1,833 shares held as custodian for the benefit of his children.
(5) Includes (i) shares of time-vested and performance-based restricted stock
issued to the below-named officers under the Company's incentive
compensation plans ("Restricted Stock"), with respect to which such
officers have sole voting power but no investment power; (ii) shares
("Option Shares") that such officers have the right to acquire within 60
days of the Record Date pursuant to options granted under the Company's
incentive compensation plans; and (iii) shares (collectively, "Plan
Shares") allocated to such officers' accounts as of December 31, 1998
under the Company's Stock Bonus Plan and PAYSOP and Employee Stock
Ownership Plan ("ESOP"), and as of the Record Date under the Company's
Dollars & Sense Plan ("401(k) Plan"), with respect to which such officers
have sole voting power but no investment power, as follows:
<TABLE>
<CAPTION>
Name Restricted Stock Option Shares PLAN SHARES
- ----------------- ------------------ --------------- -----------
<S> <C> <C> <C>
Harvey P. Perry 2,919 245,404 21,807
W. Bruce Hanks 2,919 222,863 30,970
Glen F. Post, III 9,693 569,962 45,986
Clarke M. Williams 9,693 791,500 10,227
</TABLE>
MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
During 1998 the Board held four regular meetings and four special
meetings.
The Board's Executive Committee, which met once during 1998, is
authorized to exercise all the powers of the Board to the extent permitted
by law.
The Board's Audit Committee meets with the Company's independent and
internal auditors and the Company's personnel responsible for preparing its
financial reports and is responsible for reviewing the scope and results of
the auditors' examination of the Company, discussing with the auditors the
scope, reasonableness and adequacy of internal accounting controls,
considering and recommending to the Board a certified public accounting
firm for selection as the Company's independent auditors, and directing and
supervising any special investigations as instructed by the Board. The
Audit Committee held three meetings during 1998.
The Board's Nominating Committee, which held three meetings in 1998,
is responsible for recommending to the Board both a proposed slate of
nominees for election as directors and the individuals proposed for
appointment as officers. Any shareholder who wishes to make a nomination
for the election of directors must do so in compliance with the procedures
set forth in the Company's advance notification bylaw, which is discussed
below under the heading "Other Matters - Shareholder Nominations and
Proposals."
The Board's Compensation Committee held five meetings during 1998.
The Compensation Committee's Incentive Awards Subcommittee held four
meetings during 1998. Both the Committee and the Subcommittee are
described further below.
DIRECTOR COMPENSATION
Each director who is not an employee of the Company (an "outside
director") is paid an annual fee of $25,000 plus $1,500 for attending each
regular Board meeting, $2,000 for attending each special Board meeting and
$1,000 for attending each meeting of a Board committee. Each outside
director who chairs a Board committee or subcommittee is paid an additional
$4,000 per year. The Company permits each outside director to defer all or
a portion of his or her fees until the date designated by the director or
the occurrence of certain specified events. Amounts so deferred earn
interest equal to the one-year Treasury bill rate. Each director is also
reimbursed for expenses incurred in attending meetings.
Under the Company's Outside Directors' Retirement Plan, outside
directors who have completed five years of Board service are entitled to
receive, upon normal retirement at age 70, monthly payments that on a per
annum basis equal the director's annual rate of compensation for Board
service at retirement plus the fee payable for attending one special board
meeting. Outside directors who have completed ten years of service can
also receive these payments upon early retirement at age 65, subject to
certain benefit reductions. In addition, this plan provides certain
disability and preretirement death benefits. The Company has established a
trust to fund its obligations under this plan, but participants' rights to
these trust assets are no greater than the rights of unsecured creditors.
Outside directors whose service is terminated in connection with a change
in control of the Company (as defined below) are entitled to receive a cash
payment equal to the present value of their vested plan benefits,
determined in accordance with the actuarial assumptions specified in the
plan.
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
(ITEM 2(A) ON PROXY OR VOTING INSTRUCTION CARD)
The Company's Board of Directors has unanimously approved a proposal
that the shareholders adopt an amendment to the Articles to increase the
number of authorized shares of Common Stock from 175 million to 300
million.
The Company is currently authorized under the Articles to issue up to
175 million shares of Common Stock. As of the Record Date, approximately
_____ million shares of Common Stock were outstanding or reserved for
issuance. As described further below, the Board proposes to increase the
authorized number of shares of Common Stock to 300 million in order to
increase the Company's flexibility to issue additional Common Stock without
delay in the future.
PURPOSES AND EFFECTS OF THE PROPOSAL
Since June 1988, the Company has declared four stock splits, the most
recent of which was a 3-for-2 stock split effected March 31, 1998. Since
the last stock split, the market price of Common Stock has increased
substantially. Currently, the Company lacks enough authorized Common Stock
to effect a 2-for-1 stock split. Although the Company cannot guarantee
that the trading price of the Common Stock will continue to rise or that
the Board will declare additional stock splits at any specific ratio or at
all, the Board believes that increasing the number of authorized shares
will allow the Company to declare future stock splits or dividends,
if the circumstances warrant, without the expense and delay of
obtaining shareholder approval.
In addition to providing additional flexibility to effect stock
splits, adoption of this proposal will enable the Company promptly and
appropriately to respond to various other business opportunities, such as
opportunities to raise additional equity capital, to finance acquisitions
with Common Stock, and to issue additional shares in connection with
current or future employee benefit plans. Given the limited number of
shares currently available for issuance, the Company may not be able in the
future to effect certain of these transactions without obtaining
shareholder approval for an increase in the authorized number of shares of
Common Stock. The cost, prior notice requirements and delay involved in
obtaining shareholder approval at the time that corporate action may become
desirable could eliminate the opportunity to effect the action or reduce
the anticipated benefits.
Although the Company is continually reviewing various acquisitions and
other transactions that could result in the issuance of shares of the
Company's capital stock, the Board of Directors has no present plans to
issue additional shares of capital stock except for shares of Common Stock
as may be required in connection with (i) the conversion of outstanding
convertible securities, (ii) issuances pursuant to outstanding options and
other equity incentives, and (iii) issuances pursuant to the Company's
dividend reinvestment plan, employee stock purchase plan, restricted stock
plan or other employee benefit plans.
The additional shares of Common Stock proposed to be authorized,
together with existing authorized and unissued shares, generally will be
available for issuance without any requirement for further shareholder
approval, unless shareholder action is required by applicable law or by the
rules of the New York Stock Exchange or of any other stock exchange on
which the Common Stock may then be listed. Although the Board will
authorize the issuance of additional shares only when it considers doing so
to be in the best interest of shareholders, the issuance of additional
Common Stock may, among other things, have a dilutive effect on earnings
per share of Common Stock and on the voting rights of holders of Voting
Shares. Shareholders of the Company do not have any preemptive rights to
subscribe for additional shares of Common Stock that may be issued. In
addition, although the Board has no current plans to do so, shares of
Common Stock could be issued in various transactions that would make a
change in control of the Company more difficult or costly and, therefore,
less likely. For example, shares of Common Stock could be sold privately
to purchasers who might support the Board in a control contest or to dilute
the voting or other rights of a person seeking to obtain control. However,
the Company is not aware of any effort by anyone to obtain control of the
Company, and the Company has no present intention to use the increased
shares of authorized Common Stock for any such purposes.
OTHER
To be adopted, the proposal to amend the Articles to increase the
Company's authorized stock must receive an affirmative vote of the holders
of two-thirds of the voting power present or represented at the Meeting.
If adopted, the amendment will become effective promptly after the Meeting
as soon as the Company files with the Louisiana Secretary of State the
certificate required under state law.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
PROPOSAL TO CHANGE NAME
(ITEM 2(B) ON PROXY OR VOTING INSTRUCTION CARD)
The Company's Board of Directors has unanimously approved a proposal
that the shareholders adopt an amendment to the Articles to change the name
of the Company from "Century Telephone Enterprises, Inc." to "CenturyTel,
Inc."
The name change is intended to conform the Company's corporate name to
the "CenturyTel" tradename adopted in May 1998 as part of the Company's
branding strategy to operate under a single tradename. Prior to May 1998,
the Company's subsidiaries marketed their products and services under the
name of "Century Telephone" and various other names, many of which included
"Century" therein. The primary objective of the Company's branding
strategy has been to establish a single name to promote the Company's broad
array of telephone, wireless, long distance, Internet access and other
communications products and services. In adopting the CenturyTel name, the
Company intends on the one hand to continue to capitalize on the positive
reputation of the "Century" name, while on the other hand signifying that
it has diversified well beyond its historical roots of providing only
telephone services.
The legal name change will not be costly to implement. Virtually no
new advertising will be required because the Company has already
substantially completed its introduction of the CenturyTel tradename and
logo in its operating markets. The Company intends to retain its stock
trading ticker symbol "CTL." The name change will not affect the validity
or transferability of stock certificates currently outstanding, and the
Company's shareholders will not be required to surrender or exchange any
certificates now held by them.
To be adopted, the proposal to amend the Articles to change the
Company's name must receive an affirmative vote of the holders of two-
thirds of the voting power present or represented at the Meeting. If
adopted, the amendment will become effective promptly after the Meeting as
soon as the Company files with the Louisiana Secretary of State the
certificate required under state law.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
<PAGE>
VOTING SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding ownership of the
Company's Common Stock by (i) each person known to the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock and (ii)
all of the Company's directors and executive officers as a group. The
table also sets forth similar information for one of the executive officers
listed in the Summary Compensation Table set forth elsewhere herein;
similar information for each other executive officer listed in such table
is included under the heading "Election of Directors." Unless otherwise
indicated, all information is presented as of the Record Date and all
shares indicated as beneficially owned are held with sole voting and
investment power.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF PERCENT
OWNERSHIP OF OUTSTANDING OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK(1) COMMON STOCK(1) POWER(2)
- ------------------------------------------------ --------------- --------------- ----------
Principal Shareholder:
Regions Bank, as Trustee [5,045,586(3)] ___% ___%
(the "Trustee") of the Stock Bonus
Plan and ESOP (the "Benefit Plans")
P. O. Box 7232
Monroe, Louisiana 71211
Management:
R. Stewart Ewing, Jr. 229,363(4) * *
All directors and executive 2,965,257(5) ___% ___%
officers as a group (17 persons)
____________________________
* Represents less than 1%.
(1) Determined in accordance with Rule 13d-3 of the SEC based upon information
furnished by the persons listed. In addition to Common Stock, the Company
has outstanding Series H and L Voting Preferred Stock that vote together
with the Common Stock as a single class on all matters. Although one or
more persons beneficially own in excess of 5% of both of these series of
Voting Preferred Stock, the percentage of total voting power held by these
persons is immaterial. For additional information regarding the Voting
Preferred Stock, see page 1 of this proxy statement.
(2) Based on the Company's records and, with respect to all shares held of
record by the Trustee, based on information the Trustee periodically
provides to the Company to establish that certain of these shares entitle
the Trustee to cast ten votes per share.
(3) All voting power attributable to these shares is directed by the
participants of the Benefit Plans, each of whom is deemed, subject to
certain limited exceptions, to tender such instructions as a "named
fiduciary" under such plans, which requires the participants to direct
their votes in a manner that they believe to be prudent and in the best
interests of the participants of each respective plan.
(4) Includes 2,919 shares of Restricted Stock, 175,452 Option Shares that Mr.
Ewing has the right to acquire within 60 days of the Record Date and
21,383 Plan Shares allocated to his account as of December 31, 1998 under
the Benefit Plans and as of the Record Date under the 401(k) Plan.
(5) Includes (i) 33,981 shares of Restricted Stock, (ii) 2,183,890 Option
Shares that such persons have the right to acquire within 60 days of the
Record Date, (iii) 168,426 Plan Shares allocated to their respective
accounts as of December 31, 1998 under the Benefit Plans and as of the
Record Date under the 401(k) Plan, (iv) 24,754 shares held of record by
the spouses of certain directors and executive officers, as to which
beneficial ownership is disclaimed, and (v) 2,551 shares held as custodian
for the benefit of the children of the directors and executive officers.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth certain information regarding the
compensation of (i) the Company's Chief Executive Officer and (ii) each of
the Company's four most highly compensated executive officers other than
the Chief Executive Officer (collectively, the "named officers").
Following this table is additional information regarding option exercises
and grants of long-term incentive awards during 1998. For additional
information, see "-Report of Compensation Committee Regarding Executive
Compensation."
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C>
Long-Term Compensation Awards
--------------------------------------
Long-
Term
Annual Compensation Restricted No. of Incentive
Name and Current ---------------------- Stock Underlying Plan ALL OTHER
Principal Position Year Salary Bonus(1) Awards(2) Options Payouts COMPENSATION(4)
- ------------------------ ---- ------ --------- ------------ ---------- ---------- ----------------
Clarke M. Williams 1998 $ 618,141 $ $ 0 $ 0 $
Chairman of the Board 1997 535,854 1,011,430 102,477 87,993 59,220 98,619
1996 494,003 108,187 72,137 0 0 83,387
Glen F. Post, III 1998 575,437 0 0
Vice Chairman of the 1997 479,397 904,865 91,690 87,993 43,875 81,273
Board, President and 1996 435,176 95,303 63,500 0 0 56,214
Chief Executive Officer
W. Bruce Hanks 1998 303,524 0 0
Executive Vice 1997 261,207 475,084 31,247 26,496 32,552 49,361
President-Chief 1996 240,564 52,684 35,123 0 0 33,297
Operating Officer
Harvey P. Perry 1998 279,079 0 0
Senior Vice President, 1997 254,600 462,888 30,426 26,496 32,906 48,677
Secretary and General 1996 234,490 51,353 34,224 0 0 32,372
Counsel
R. Stewart Ewing, Jr. 1998 278,763 0 0
Senior Vice President 1997 254,298 455,753 30,368 26,496 32,704 47,802
and Chief Financial 1996 234,199 51,290 34,193 0 0 31,940
Officer
______________________
(1) The "Bonus" column reflects, for each year indicated, the cash portion of
annual incentive bonuses granted pursuant to the Company's annual
incentive programs and, for 1997 only, special cash bonuses for
extraordinary services during 1997 relating principally to the disposition
of the Company's competitive access provider and its December 1997
acquisition of Pacific Telecom, Inc. These special cash bonuses were
payable in the following amounts: Mr. Williams, $761,666; Mr. Post,
$681,415; Mr. Hanks, $371,284; Mr. Perry, $361,885; and Mr. Ewing,
$361,463. For additional information on bonuses, see footnote (2) below.
(2) The "Restricted Stock Awards" column reflects the value (determined as of
the award date) of:
</TABLE>
* the portion of the officers' annual incentive bonuses awarded in
1996, 1997 and 1998 in the form of restricted stock that vests
generally upon the passage of time; and
* the portion of the officers' long-term incentive compensation
awarded in 1997 and 1998 in the form of additional shares of restricted
stock that vest upon the passage of time (collectively, the "Time-
Vested Restricted Shares").
In addition, as part of the long-term incentive compensation granted to
the Company's officers in 1997 and 1998, each officer named above received
performance-based restricted shares (the "Performance-Based Restricted
Shares") that will vest based on the performance of the Company's stock in
relation to that of certain specified peer group companies, all as
described further below under the table entitled "Long-Term Incentive
Awards in Last Fiscal Year." The chart below sets forth additional
information as of December 31, 1998 regarding the named officers'
aggregate holdings of all Time-Vested Restricted Shares and Performance-
Based Restricted Shares and the aggregate value thereof, determined as if
all such restricted shares were fully vested. (This chart reflects
neither Time-Vested Restricted Shares granted in February 1999 as
incentive bonuses for the Company's 1998 performance nor unearned
performance shares with respect to which shares of Common Stock have not
been issued.)
<TABLE>
<CAPTION>
Performance-
Time-Vested Based
Restricted Restricted Aggregate Value at
Name Shares Shares Total December 31, 1998
------------ ----------- ---------- ------- -------------------
<S> <C> <C> <C> <C>
Mr. Williams 4,848 4,845 9,693 $ 654,277.50
Mr. Post 4,848 4,845 9,693 654,277.50
Mr. Hanks 1,461 1,458 2,919 197,032.50
Mr. Perry 1,461 1,458 2,919 197,032.50
Mr. Ewing 1,461 1,458 2,919 197,032.50
</TABLE>
Dividends are paid currently with respect to all shares described above.
For additional information regarding the foregoing, see "- Report of
Compensation Committee Regarding Executive Compensation."
(3) The 1997 figures reflect the value of Common Stock issued as a result of
performance units awarded in 1993 being earned during 1997 based on the
appreciation in the market value of the Common Stock since 1993.
(4) Comprised of the Company's (i) matching contributions to the 401(k) Plan,
as supplemented by matching contributions under the Company's Supplemental
Dollars & Sense Plan, (ii) premium payments under a medical reimbursement
plan that are attributable to benefits in excess of those provided
generally for other employees, (iii) premium payments for life insurance
policies providing death benefits to the executive officers' beneficiaries
(and no other benefit to such officers), and (iv) contributions pursuant
to the Stock Bonus Plan and ESOP valued as of December 31, 1998 (as
supplemented by contributions under the Company's Supplemental Defined
Contribution Plan), in each case for and on behalf of the named executive
officers as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Medical Life Stock Bonus Plan
401 (K) Plan Insurance and ESOP
Name Year Contributions Premiums Premiums Contributions
------------ -------- ------------- ---------- ---------- ---------------
Mr. Williams 1998 $ 0 $ 1,476 $ 48,761 $
1997 0 1,454 39,439 57,726
1996 0 1,344 38,887 43,156
Mr. Post 1998 1,476 1,614
1997 26,953 1,454 1,222 51,644
1996 15,895 1,344 958 38,017
Mr. Hanks 1998 1,476 756
1997 21,606 1,454 546 25,755
1996 10,439 1,344 498 21,016
Mr. Perry 1998 1,476 1,350
1997 21,062 1,454 1,069 25,092
1996 9,579 1,344 964 20,485
Mr. Ewing 1998 1,476 820
1997 21,035 1,454 678 24,634
1996 9,567 1,344 569 20,460
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<S> <C> <C> <C> <C> <C> <C>
No. of Number of Securities Value of Unexercisable
Shares Underlying Unexercisable in-the-Money Options at
Acquired Options at December 31, 1998 December 31, 1998
on Value ----------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ ---------- ------------ ------------ -------------- ------------ -------------
Clarke M. Williams 0 $ 747,504 43,996 $ 36,690,873 $ 2,078,811
Glen F. Post, III 0 0 525,966 43,996 25,073,281 2,078,811
W. Bruce Hanks 40,000 1,256,141 209,154 13,248 10,110,697 625,968
Harvey P. Perry 10,000 332,706 232,154 13,248 11,306,391 625,968
R. Stewart Ewing, Jr. 70,000 2,421,050 162,204 13,248 7,595,544 625,968
</TABLE>
LONG-TERM INCENTIVE AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Performance or
Number of Other Period Until
Performance-Based Number of Maturation or
Name Restricted Shares(1) Performance Shares(1) Payout
- ------------------ --------------------- --------------------- --------------------
Clarke M. Williams 2,422 2,424 December 31, 2002
Glen F. Post, III 2,422 2,424 December 31, 2002
W. Bruce Hanks 729 730 December 31, 2002
Harvey P. Perry 729 730 December 31, 2002
R. Stewart Ewing 729 730 December 31, 2002
</TABLE>
(1) In early 1998, the Company granted performance-based restricted shares and
performance shares (collectively, "Performance-Based Incentive Shares"),
which constituted a portion of the long-term incentive compensation award
granted to each of the Company's officers. The performance-based
restricted shares will vest, and the performance shares will be earned, as
of February 2003 based on the Company's total shareholder return for the
five-year period ending December 31, 2002 in relation to the total
shareholder return of the group of peer companies selected by the Company
for purposes of comparing its market performance against other companies as
required by the federal proxy rules (the "peer companies"). Under the
terms of the Performance-Based Incentive Shares, the number of such shares
that will vest or be earned at the end of the five-year period will depend
on how the Company's shareholder return compares to the average shareholder
return of those companies comprising the top, middle and lower tiers of the
peer companies to be included in the Company's 2003 proxy statement. If
the Company's shareholder return is less than the average shareholder
return of the lower third of the peer companies, no Performance-Based
Incentive Shares will vest or be earned. If the Company's shareholder
return equals or exceeds the average shareholder return of the lower third
of the peer companies, then up to 100% of the performance-based restricted
shares will vest depending upon how favorably the Company's shareholder
return compares to the average shareholder return of the middle third of
the peer companies. In addition, if the Company's shareholder return
exceeds the average shareholder return of the middle third of the peer
companies, then up to 100% of the performance shares will be earned
depending upon how favorably the Company's shareholder return compares to
the average shareholder return of the top third of the peer companies. If
an officer's employment is terminated before December 31, 2002 due to
death, disability or retirement, such officer will receive the pro rata
portion of his Performance-Based Incentive Shares based upon the number of
full years that have elapsed and the Company's shareholder return in
comparison to the peer companies.
<PAGE>
REPORT OF COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
GENERAL. The Board's Compensation Committee, either directly or
through its Incentive Awards Subcommittee, monitors and establishes the
compensation levels of the Company's executive officers and directors,
administers the Company's incentive compensation programs, and performs
other related tasks. The Committee is composed entirely of Board members
who are not employees of the Company and the Subcommittee is composed
entirely of Committee members who qualify as "outside directors" under
Section 162(m) of the Internal Revenue Code of 1986 and as "non-employee
directors" under Rule 16b-3 promulgated under the Securities Exchange Act
of 1934.
Compensation Objectives. During 1998, the Committee applied the
following compensation objectives in connection with its deliberations:
* compensating the Company's executive officers with salaries
commensurate with the median salaries of similarly-situated
executives at comparable companies
* providing a substantial portion of the executives'
compensation in the form of incentive compensation based upon (i)
the Company's annual, intermediate and long-term performance and
(ii) the individual, departmental or divisional achievements of
the executives
* encouraging team orientation
* providing sufficient benefit levels for executives and their
families in the event of disability, illness or retirement
In addition, to the extent that it is practicable and consistent with
the Company's executive compensation objectives, the Committee intends to
comply with Section 162(m) of the Internal Revenue Code of 1986 and any
regulations promulgated thereunder (collectively, "Section 162(m)") in
order to preserve the deductibility of performance-based compensation in
excess of $1 million per taxable year to each of the named officers. If
compliance with Section 162(m) conflicts with the Committee's compensation
objectives or is contrary to the best interests of the shareholders, the
Committee reserves the right to pursue its objectives, regardless of the
attendant tax implications.
Overview of 1998 Compensation. During 1998, the Company's executive
compensation was comprised of (i) salary, (ii) a cash and stock incentive
bonus, (iii) grants of long-term incentive compensation in the form of
restricted stock and performance shares and (iv) other benefits typically
provided to executives of comparable companies, all as described further
below. For each such component of compensation, the Company's compensation
levels were compared with those of comparable companies.
During 1998, the Committee retained an independent consulting firm to
review the Company's officer compensation programs. In connection with
this review, the consulting firm compared the Company's officer
compensation practices to that of a national group of several hundred
companies. This group consisted of a substantial number of
telecommunications companies (including several of the peer companies
referred to in the Company's stock performance graph appearing elsewhere
herein), but also included several hundred other companies (excluding
financial service companies) that have revenue levels similar to the
Company's. Because the Company's December 1997 acquisition of Pacific
Telecom, Inc. almost doubled the size of the Company, the list of
comparable companies surveyed during 1998 consisted of companies
substantially larger than those surveyed in prior years.
SALARY. The salary of the Chief Executive Officer and each other
executive officer is based primarily on the officer's level of
responsibility and comparisons to prevailing salary levels for similar
officers at comparable companies. During 1998, the Committee's independent
consulting firm surveyed the compensation practices of the Company and
comparable companies, and concluded that the salaries of all of the
Company's officers would need to be raised significantly to compensate the
officers for the enhanced responsibilities of managing a company that had
substantially grown through acquisitions. Based upon the Committee's
review of this report and a desire to reduce the gap between the salary of
the Chairman and the Chief Executive Officer, in May 1998 the Committee
increased the salary of the Chairman 30%, the Chief Executive Officer
38.2%, and each other executive officer 20%. In October 1998 the
Committee, based upon a recommendation of its consulting firm, authorized
an additional raise for an officer who was promoted to the position of
Executive Vice President - Chief Operating Officer. The Committee believes
these raises were consistent with its objectives of (i) ensuring that the
executive officers receive salaries comparable to those of similarly-
situated executives and (ii) applying a team orientation to executive
compensation.
The Chairman's compensation is determined in the same manner as the
compensation for all other executive officers, provided that his annual
salary cannot be reduced below the minimum salary to which he is entitled
under his 1993 employment agreement described below under the heading "-
Employment Contract With Chairman and Change-in-Control Arrangements."
ANNUAL INCENTIVE BONUS PROGRAMS. The Company maintains (i) a
shareholder-approved short-term incentive program for its Chairman and its
Chief Executive Officer and (ii) an annual incentive bonus program for the
Company's other officers and managers. In connection with both of these
bonus programs, the Compensation Committee annually establishes target
performance levels and the amount of bonus payable if these targets are
met, which typically is defined in terms of a percentage of each officer's
salary. For 1998, the Committee recommended target bonuses ranging from
40% to 55% of each executive officer's salary if the targets were met, with
up to double these amounts if the targets were substantially exceeded and
no bonuses if certain minimum target performance levels were not attained.
Historically, all of the bonuses payable under these programs have been
based solely upon the Company's overall financial performance measured in
terms of return on equity and, to a lesser extent, revenue growth. Since
1997, however, the Committee has based a portion of the bonuses upon the
individual, departmental or divisional achievements of each executive
officer other than the Chairman and the President, each of whom continue to
receive annual bonuses based solely upon the Company's overall financial
performance.
As a result of the Company exceeding its 1998 targets for return on
equity and revenue growth, each of the Chairman and the Chief Executive
Officer received a bonus equal to _____% of his 1998 salary. Based upon
the Company's financial performance and the attainment of individual
performance objectives, each other named officer received a bonus between
_____% and _____% of his 1998 salary. The Incentive Awards Subcommittee
elected to pay the 1998 incentive bonuses [principally in cash, with the
remainder being paid in the form of time-vested restricted stock that may
not be transferred by the officer for three years] and which, subject to
certain exceptions, will be forfeited if prior to that time the officer
leaves the Company.
In determining the size of the executive officers' target bonuses, the
Compensation Committee has historically reviewed the most current, readily
available information furnished by its consultants and management as to the
bonus practices among comparable companies. During 1998, the Committee's
independent consulting firm determined that the Company's target bonuses
for its top officers, measured as a percentage of salary, are lower than
those targeted by comparable companies.
STOCK INCENTIVE PROGRAMS. The Company's current incentive
compensation programs authorize the Compensation Committee or the Incentive
Awards Subcommittee to grant stock options and various other incentives to
key personnel. The Committee and Subcommittee's philosophy with respect to
stock incentive awards is to strengthen the relationship between
compensation and growth in the market price of the Common Stock and thereby
align the executive officers' financial interests with those of the
Company's shareholders.
Options granted under these programs become exercisable based upon
criteria established by the Compensation Committee or Incentive Awards
Subcommittee. The Subcommittee generally determines the size of option
grants based on the recipient's responsibilities and duties, and on
information furnished by the Subcommittee's consultants regarding stock
option practices among comparable companies. The Subcommittee also
considers stock option grants made by the Company in the past for
overlapping performance periods.
1998 Grants. During 1998, the Subcommittee awarded to the Company's
officers the second annual installment of equity incentive awards pursuant
to a three-year program designed in early 1997. These awards consisted of
(i) time-vested restricted stock which will vest on the fifth anniversary
of the grant date if the officer remains employed by the Company on such
date, subject to earlier vesting upon death, disability, retirement or a
change in control of the Company, and (ii) performance-based restricted
stock and performance shares which will vest or be earned based on the
performance of the Company's Common Stock in relation to that of the
Company's peer group companies, as described above under the table entitled
"Long-Term Incentive Awards in Last Fiscal Year." In 1997, the
Subcommittee determined the size of each of the three annual installments
based on information furnished by the Committee's independent consulting
firm relating to the long-term incentive compensation practices among other
comparable companies. Based on the consulting firm's recommendations, the
Subcommittee granted awards to each executive officer having a value,
determined under the Black-Scholes valuation methodology and expressed as a
percentage of annual salary, commensurate with long-term incentive awards
to comparable executives at other comparable companies. No new options
were granted to executive officers during 1998.
OTHER BENEFITS. The Company maintains certain broad-based employee
benefit plans in which the executive officers are generally permitted to
participate on terms substantially similar to those relating to all other
participants, subject to certain legal limitations on the amounts that may
be contributed or the benefits that may be payable thereunder. The Board
has determined to have the Company's matching contribution under the 401(k)
Plan invested in Common Stock so as to further align employees' and
shareholders' financial interests. The Company also maintains the Stock
Bonus Plan and ESOP, which serve to further align employees' and
shareholders' interests.
Additionally, the Company makes available to its officers a
supplemental life insurance plan, supplemental benefits under its medical
reimbursement plan, participation in various defined benefit retirement
plans (which are described below under "- Pension Plans"), a supplemental
defined contribution plan, a supplemental 401(k) plan, and a disability
salary continuation plan.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. The criteria, standards and
methodology used by the Committee and Subcommittee in reviewing and
establishing the Chief Executive Officer's salary, bonus and other
compensation are the same as those used with respect to all other executive
officers, as described above. As discussed above under "- Salary," based
on its review of data compiled by the Committee's independent consulting
firm and other information, the Committee raised the annual salary of the
Chief Executive Officer by 38.2% during 1998, to $650,000. Application of
the Committee's compensation criteria also resulted in the Chief Executive
Officer receiving for 1998 a bonus valued at _____% of his base salary
consisting of $____________ and ________ shares of restricted stock under
the Company's Chairman/Chief Executive Officer short-term incentive
program. In addition, during 1998 the Chief Executive Officer was also
granted 2,424 shares of time-vested restricted stock, 2,422 shares of
performance-based restricted stock and 2,424 performance shares, all of
which are described further herein.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated above, the members of the Compensation Committee include
Ernest Butler, Jr., who, until February 1998, was an Executive Vice
President and Director of Stephens Inc., which has provided investment
banking services to the Company from time to time. The Compensation
Committee maintains an Incentive Awards Subcommittee, composed solely of
James B. Gardner and F. Earl Hogan, for purposes of, among other things,
granting stock-based incentive awards and other types of performance-based
compensation.
PENSION PLANS
Supplemental Executive Retirement Plan. The Company maintains a
Supplemental Executive Retirement Plan (the "Supplemental Pension Plan")
pursuant to which each officer who has completed at least five years of
service is generally entitled to receive a monthly payment upon attaining
early or normal retirement age under the plan. The following table
reflects the annual retirement benefits that a participant with the
indicated years of service and compensation level may expect to receive
under the Supplemental Pension Plan assuming retirement at age 65. Early
retirement may be taken at age 55 by any participant with 15 or more years
of service, with reduced benefits.
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------
<S> <C> <C> <C> <C>
Compensation 15 20 25 30
------------ --------- --------- --------- ---------
$ 300,000 $ 67,500 $ 90,000 $ 112,500 $ 135,000
350,000 78,750 105,000 131,250 157,500
400,000 90,000 120,000 150,000 180,000
450,000 101,250 135,000 168,750 202,500
500,000 112,500 150,000 187,500 225,000
550,000 123,750 165,000 206,250 247,500
600,000 135,000 180,000 225,000 270,000
650,000 146,250 195,000 243,750 292,500
700,000 157,500 210,000 262,500 315,000
750,000 168,750 225,000 281,250 337,500
800,000 180,000 242,000 300,000 360,000
850,000 191,250 255,000 318,750 382,500
</TABLE>
The above table reflects the benefits payable under the Supplemental
Pension Plan assuming such benefits will be paid in the form of a monthly
lifetime annuity and before reductions relating to the receipt of Social
Security benefits as described below. The actual amount of an officer's
monthly payment under the Supplemental Pension Plan is equal to his number
of years of service (up to a maximum of 30 years) multiplied by the
difference between 1.5% of his average monthly compensation during the 36-
month period within his last ten years of employment in which he received
his highest compensation and 3 1/3% of his estimated monthly Social
Security benefit.
Predecessor Supplemental Retirement Plan. Mr. Williams has the option
of receiving retirement benefits under either the normal benefit formula
for the Supplemental Pension Plan or under a separate benefit formula (the
"Alternative Formula") that existed under a predecessor supplemental
retirement plan in which he held grandfathered rights when the Supplemental
Pension Plan was adopted. Under this Alternative Formula, Mr. Williams
would be entitled upon retirement to receive an annual benefit equal to 65%
of his highest annual salary during the last five years of employment.
This benefit is reduced by (i) his Social Security benefit, determined as
of the date of retirement, and (ii) the value of his Stock Bonus Plan and
related PAYSOP accounts converted to a monthly annuity. The salary upon
which benefits are based is the amount reported under the "Salary" column
in the Summary Compensation Table appearing above. Currently, the benefits
Mr. Williams would receive upon retirement under the Alternative Formula
significantly exceed the benefits he would receive under the normal benefit
formula of the Supplemental Pension Plan. The Company anticipates that
this benefit level differential will continue for the foreseeable future.
Broad-Based Pension Plan. The Company also maintains a qualified
defined benefit plan (the "Qualified Plan") pursuant to which all Company
employees (including officers) who have completed at least five years of
service are generally entitled to receive payments upon attaining early or
normal retirement age under the plan. The Company further maintains a
companion non-qualified defined benefit plan (the "Non-qualified Plan")
designed to pay supplemental retirement benefits to officers in amounts
equal to the benefits that such officers would otherwise forego under the
Qualified Plan due to federal limitations on the amount of benefits payable
to highly compensated participants of qualified plans.
The following table reflects the total annual retirement benefits that
a participant with the indicated years of service and annual compensation
level may expect to receive under the Qualified and Non-qualified Plans
assuming retirement at age 65. Upon attaining age 55, participants with at
least five years of service may elect to receive reduced early retirement
benefits.
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------
<S> <C> <C> <C> <C>
Compensation 15 20 25 30
- ------------ --------- --------- --------- ---------
$ 300,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000
350,000 52,500 70,000 87,500 105,000
400,000 60,000 80,000 100,000 120,000
450,000 67,500 90,000 112,500 135,000
500,000 75,000 100,000 125,000 150,000
550,000 82,500 110,000 137,500 165,000
600,000 90,000 120,000 150,000 180,000
650,000 97,500 130,000 162,500 195,000
700,000 105,000 140,000 175,000 210,000
750,000 112,500 150,000 187,500 225,000
800,000 120,000 160,000 200,000 240,000
850,000 127,500 170,000 212,500 255,000
</TABLE>
The above table reflects the total annual benefits payable under the
Qualified and Non-qualified Plans assuming such benefits will be paid in
the form of a monthly lifetime annuity and before reductions relating to
the receipt of Social Security benefits as described below. The actual
amount of a participant's total monthly payment under the plans is equal to
his number of years of service (up to a maximum of 30 years) multiplied by
the difference between 1.0% of his average monthly compensation during the
60-month period within his last ten years of employment in which he
received his highest compensation and 0.5% of his estimated monthly Social
Security benefits.
Other Information. Under the Supplemental Pension Plan and the Broad-
Based Pension Plan, the number of credited years of service at December 31,
1998 was over 30 years for Mr. Williams, 22 years for Mr. Post, 18 years
for Mr. Hanks, 15 years for Mr. Ewing and 14 years for Mr. Perry, and the
compensation upon which benefits are based is the aggregate amount reported
for each respective officer under the columns in the Summary Compensation
Table appearing above that are entitled "Salary", "Bonus" and "Restricted
Stock Awards" (other than 1997 or 1998 compensation included under the
"Bonus" column relating to the Company's special bonuses or included under
the "Restricted Stock Awards" column relating to the Time-Vested Restricted
Shares awarded as a component of long-term incentive compensation).
EMPLOYMENT CONTRACT WITH CHAIRMAN AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has an employment agreement with Mr. Williams providing
for, among other things, a minimum annual salary of $436,800, participation
in all of the Company's employee benefit plans and use of the Company's
aircraft. The agreement's initial three-year term has lapsed but the
agreement remains in effect from year to year, subject to the right of Mr.
Williams or the Company to terminate the agreement. If Mr. Williams is
terminated without cause or resigns under certain specified circumstances,
including following any change in control of the Company (defined
substantially similarly to the definition below), he will be entitled to
receive, in addition to all amounts to which he is entitled pursuant to the
Company's termination policies then in effect, certain severance benefits,
including (i) a lump sum cash payment equal to three times the sum of his
annual salary plus the value of any cash and stock bonuses awarded to him
during the prior year, (ii) any such additional cash payments as may be
necessary to compensate him for any federal excise taxes imposed upon
contingent change in control payments, (iii) continued participation in the
Company's group health and life insurance benefit plans for three years and
(iv) continued use of the Company's aircraft for one year on terms
comparable to those previously in effect.
The Company also has agreements with each of its executive officers
(other than Mr. Williams) which entitle any such officer who is terminated
without cause or resigns under certain specified circumstances within three
years of any change in control of the Company (as defined below) to (i)
receive a lump sum cash severance payment equal to three times the sum of
such officer's annual salary plus the value of any cash and stock bonuses
awarded to the officer during the prior year (which payment is in addition
to all amounts which may be payable under the Company's termination
policies then in effect), (ii) receive any such additional cash payments as
may be necessary to compensate him for any federal excise taxes imposed
upon contingent change in control payments, and (iii) continue to receive
certain health and life insurance benefits for three years.
Under the above-referenced severance agreements, a "change in control"
of the Company would be deemed to occur upon (i) any person (as defined in
the Securities Exchange Act of 1934) becoming the beneficial owner of 30%
or more of the combined voting power of the Company's voting securities,
(ii) a majority of the Company's directors being replaced during a two-year
period, (iii) consummation of certain mergers, substantial asset sales or
similar business combinations, or (iv) the occurrence of any event relating
to the Company that would be required to be reported to the SEC under
Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934.
All employees with at least one year of service are entitled to
receive a cash termination allowance under the Company's broad-based
termination allowance plan if their service is terminated due to a
workforce reduction, layoff or elimination of job categories. The payment
is based on the number of years of service, but can in no event exceed 52
weeks of pay. Upon a change in control of the Company (defined
substantially similarly to the definition above), employees have a vested
right to receive the termination allowance then in effect if they are
terminated without cause or suffer a 15% reduction in compensation within
two years of the change in control.
In the event of a change in control of the Company (defined
substantially similarly to the definition above), the Company's benefit
plans provide, among other things, that all restrictions on outstanding
time-vested and performance-based restricted stock will lapse, all
outstanding stock options will become fully exercisable, all performance
shares will be earned, short-term incentive awards will be payable in full
for the year in which the event occurs if merited based on the Company's
annualized performance, phantom stock units credited under the Company's
supplemental defined contribution plan will be converted into cash and held
in trust, and post-retirement health and life insurance benefits will vest
with respect to certain current and former employees. In addition,
participants in the Supplemental Pension Plan who are terminated without
cause or resign under certain specified circumstances within three years of
the change in control will receive a cash payment equal to the present
value of their plan benefits (after providing age and service credits of up
to three years), determined in accordance with actuarial assumptions
specified in the plan.
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on
the Common Stock for the last five years with the cumulative total return
on the S&P 500 Index and the peer group of certain companies described
below, in each case assuming (i) the investment of $100 on January 1, 1994
at closing prices on December 31, 1993 and (ii) reinvestment of dividends.
[INSERT GRAPH HERE]
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------
Century $ 100.00 $ 115.88 $ 126.11 $ 123.99 $ 202.14 $ 413.20
S&P 500 Index $ 100.00 $ 101.60 $ 139.71 $ 172.18 $ 229.65 $ 294.87
Peer Group{ (1)} $ 100.00 $ 93.46 $ 129.29 $ 139.13 $ 167.88 $ 224.19
</TABLE>
_________________
(1) The peer group currently consists of the nine telecommunications companies
that for several years comprised the Value Line Telecommunications/Other
Majors Index, against which the Company compared its performance for
several years prior to 1998. In January 1998, Value Line renamed its
telecommunications index and broadened its scope by adding 21 additional
companies, several of which engage in lines of business different from the
Company's. The Company believes that it is more appropriate to continue
to compare its market performance against Value Line's predecessor index
rather than Value Line's restructured index. The nine companies currently
comprising the predecessor index are as follows: Aliant Communications,
Inc., ALLTEL Corporation, Cincinnati Bell Inc., Citizens Utilities
Company, COMSAT Corporation, Frontier Corporation, GTE Corporation,
Telephone & Data Systems, Inc., and the Company. For all years prior to
1998, the cumulative total shareholder return of the peer group reflected
the performance of a tenth company, The Southern New England Telephone
Company, which was acquired during 1998.
CERTAIN TRANSACTIONS
The Company paid approximately $943,000 to Boles, Boles & Ryan, a
professional law corporation, for legal services rendered to the Company in
1998. William R. Boles, Jr., a director of the Company since 1992, is
President and a director and practicing attorney with such firm, which has
provided legal services to the Company since 1968.
The Company paid approximately $90,000 to Phelps Dunbar, L.L.P. for
legal services rendered to the Company in 1998. Virginia Boulet, a
director of the Company since 1995, is a partner in such firm.
During 1998, the Company paid approximately $898,000 to a real estate
firm owned by the brother of Harvey P. Perry, the Company's Senior Vice
President, Secretary and General Counsel. In exchange for such payments (a
substantial portion of which were used to compensate subcontractors and
vendors and to recoup other out-of-pocket costs), such firm provided a
variety of services with respect to several of the Company's office sites
and 124 of its wireless tower sites in several states, including locating
and analyzing properties suitable for acquisition as wireless tower sites,
negotiating purchase terms with the land owners, and subleasing cellular
tower space.
During 1998, the Company purchased approximately $757,000 of
electrical contracting services from a firm owned by the wife and son of
Johnny Hebert, a director of the Company.
During 1998, the Company purchased approximately $78,000 of
maintenance services and other related aviation support services from
Legacy Aviation, Inc., which has provided services to the Company since
1987. In 1995, Clarke M. Williams, the Company's Chairman of the Board,
purchased Legacy Aviation, Inc. from unaffiliated parties.
During 1998, the Company paid in the ordinary course of business
approximately $227,000 for automobiles, computers and certain services from
companies owned and operated by Calvin Czeschin and his family. Mr.
Czeschin is a director of the Company.
In 1997, the Company promoted Kay Buchart to the position of
Subsidiary Secretary. For several years prior to 1997, Ms. Buchart's
predecessor received stock options whenever the Company issued options to
its other officers. In 1998, the Company discovered that it had
inadvertently failed to grant Ms. Buchart stock options in connection with
its 1997 option grants to officers. To partially remedy this oversight,
the Company granted to Ms. Buchart options to acquire 2,367 shares of
Common Stock at then prevailing trading prices, which substantially
exceeded 1997 prices. To reimburse Ms. Buchart for the loss of the
appreciation of the options that she would have otherwise enjoyed absent
this oversight, the Company furnished Ms. Buchart with a one-time cash
payment and additional equity incentive awards. As a result, Ms. Buchart's
total cash compensation for 1998, including salary and bonuses, was
approximately $100,400. Ms. Buchart is the sister of Kenneth R. Cole, the
Company's Senior Vice President - Operations. Ms. Buchart, who has worked
at the Company since 1988, does not work under the supervision of her
brother.
During 1998, the Company purchased cleaning and groundskeeping
services from Richard O. Lee in exchange for approximately $74,600, a
substantial portion of which Mr. Lee used to compensate his assistants.
Mr. Lee is the brother-in-law of Glen F. Post, III, the Company's Vice
Chairman, President and Chief Executive Officer.
For further information, see "Compensation Committee Interlocks and
Insider Participation."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires the Company's
executive officers and directors, among others, to file certain beneficial
ownership reports with the SEC. During 1998, Johnny Hebert, a director of
the Company, was inadvertently late in filing a statement of beneficial
ownership, which reported one transaction. Also during 1998, C.G.
Melville, Jr., a director of the Company, was inadvertently late in filing
a statement of changes in beneficial ownership for two transactions that
occurred in 1997.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public accountants for
the Company for 1998, has been selected by the Board to serve again in that
capacity for 1999. A representative of such firm is expected to attend the
Meeting and will be available to respond to appropriate questions.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of two-thirds of the total
voting power of the Voting Shares is necessary to constitute a quorum to
organize the Meeting. Shareholders voting or abstaining from voting on any
issue will be counted as present for purposes of constituting a quorum to
organize the Meeting.
If a quorum is present, directors will be elected by plurality vote
and, as such, withholding authority to vote in the election of directors
will not affect whether the proposed nominees named herein are elected. As
indicated above, the affirmative vote of the holders of two-thirds of the
voting power present or represented at the Meeting will be required to
approve the proposals to amend the Articles to increase the number of the
Company's authorized shares and to change the name of the Company. Shares
as to which the proxy holders have been instructed to abstain from voting
will not be treated as present and will therefore not affect the outcome of
the vote.
Under the rules of the New York Stock Exchange, brokers who hold
shares in street name for customers may vote in their discretion on matters
when they have not received voting instructions from beneficial owners
unless the matter is a non-routine, "non-discretionary" item. According to
the New York Stock Exchange, brokers who do not receive such instructions
will be entitled to vote in their discretion with respect to the Company's
election of directors and the proposals to amend the Articles described
herein. If brokers who do not receive voting instructions do not exercise
such discretionary voting power (a "broker non-vote"), shares that are not
voted will be treated as present for purposes of constituting a quorum to
organize the Meeting but not present with respect to the election of
directors or the proposals to amend the Articles described herein. Because
the election of directors and the proposals to amend the Articles must be
approved by plurality vote or the affirmative vote of two-thirds of the
voting power present at the Meeting, broker non-votes with respect to these
matters will not affect the outcome of the voting.
Voting Shares represented by all properly executed proxies received
in time for the Meeting will be voted at the Meeting. A proxy may be
revoked at any time before it is exercised by filing with the Secretary of
the Company a written revocation or a duly executed proxy bearing a later
date, or by attending the Meeting and voting in person. Unless revoked,
all properly executed proxies will be voted as specified and, if no
specifications are made, will be voted in favor of the proposed nominees
and the proposals to amend the Articles described herein.
Management has not timely received any notice that a shareholder
desires to present any matter for action at the Meeting in accordance with
the Company's advance notification bylaw (which is described below), and is
otherwise unaware of any matter for action by shareholders at the Meeting
other than the election of directors and the proposals to amend the
Articles described herein. The enclosed proxy, however, will confer
discretionary voting authority with respect to any other matter that may
properly come before the Meeting. It is the intention of the persons named
therein to vote in accordance with their best judgment on any such matter.
SHAREHOLDER NOMINATIONS AND PROPOSALS
In order to be eligible for inclusion in the Company's 2000 proxy
materials pursuant to the federal proxy rules, any shareholder proposal to
take action at such meeting must be received at the Company's principal
executive offices by November __, 1999. In addition, the Company's advance
notification bylaw provides that shareholders intending to nominate a
director or bring any other matter before a shareholders' meeting must
furnish timely written notice. In general, notice must be received by the
Secretary of the Company between November 8, 1999 and February 6, 2000 and
must contain specified information concerning, among other things, the
matters to be brought before such meeting and concerning the shareholder
proposing such matters. (If the date of the 2000 annual meeting is more
than 30 days earlier or later than May 6, 2000, notice must be received by
the Secretary of the Company within 15 days of the earlier of the date on
which notice of such meeting is first mailed to shareholders or public
disclosure of the meeting date is made.) The Company will be permitted to
disregard any nomination or submission of any other matter that fails to
comply with these bylaw procedures, and, in any event, the persons to be
named in the proxies solicited in connection with the 2000 annual meeting
will have discretionary voting authority with respect to any nomination or
other matter submitted untimely.
By Order of the Board of Directors
/s/ HARVEY P. PERRY
-------------------------
Harvey P. Perry
Secretary
Dated: March __, 1999
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams
or Glen F. Post, III, or either of them, proxies for the undersigned, with full
power of substitution, to represent the undersigned and to cast the number of
votes attributable to all of the shares of common stock and voting preferred
stock (collectively, the "Voting Shares") of Century Telephone Enterprises,
Inc. (the "Company") that the undersigned is entitled to vote at the annual
meeting of shareholders of the Company to be held on May 6, 1999, and at any
and all adjournments thereof (the "Meeting").
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<S> <C> <C>
FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all nominees
marked to the contrary below) listed below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
<S> <C> <C> <C> <C>
Virginia Boulet Ernest Butler, Jr. James B. Gardner R.L. Hargrove, Jr. Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
__ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
__ FOR __ AGAINST __ ABSTAIN
3. In their discretion to vote upon such other business as may properly come
before the Meeting.
(Please See Reverse Side)
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES AND THE
PROPOSALS LISTED ON THE REVERSE SIDE HEREOF. UPON TIMELY RECEIPT OF THIS
PROXY, PROPERLY EXECUTED, ALL OF THE VOTES ATTRIBUTABLE TO YOUR VOTING SHARES
WILL BE VOTED AS SPECIFIED. IF THIS PROXY IS PROPERLY EXECUTED BUT NO SPECIFIC
DIRECTIONS ARE GIVEN, ALL OF YOUR VOTES WILL BE VOTED FOR THE NOMINEES AND THE
PROPOSALS.
______________,1999 ______________________________________________________
DATE NAME (PLEASE PRINT)
________________________________________________________
SIGNATURE
________________________________________________________
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears on the
certificate or certificates representing shares
to be voted by this proxy. When signing as
executor, administrator, attorney, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized persons.
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CENTURY TELEPHONE ENTERPRISES, INC.
The undersigned hereby constitutes and appoints Clarke M. Williams
or Glen F. Post, III, or either of them, proxies for the undersigned, with full
power of substitution, to represent the undersigned and to cast the number of
votes attributable to all of the shares of common stock and voting preferred
stock (collectively, the "Voting Shares") of Century Telephone Enterprises,
Inc. (the "Company") that the undersigned is entitled to vote at the annual
meeting of shareholders of the Company to be held on May 6, 1999, and at any
and all adjournments thereof (the "Meeting").
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<C> <C> <C>
FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all nominees
marked to the contrary below) listed below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
<S> <C> <C> <C> <C>
Virginia Boulet Ernest Butler, Jr. James B. Gardner R.L. Hargrove, Jr. Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
__ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
__ FOR __ AGAINST __ ABSTAIN
3. In their discretion to vote upon such other business as may properly come
before the Meeting.
(Please See Reverse Side)
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES AND THE
PROPOSALS LISTED ON THE REVERSE SIDE HEREOF. UPON TIMELY RECEIPT OF THIS
PROXY, PROPERLY EXECUTED, ALL OF THE VOTES ATTRIBUTABLE TO YOUR VOTING SHARES
WILL BE VOTED AS SPECIFIED. IF THIS PROXY IS PROPERLY EXECUTED BUT NO SPECIFIC
DIRECTIONS ARE GIVEN, ALL OF YOUR VOTES WILL BE VOTED FOR THE NOMINEES AND THE
PROPOSALS.
<TABLE>
<CAPTION>
LONG-TERM SHARES SHORT-TERM SHARES TOTAL VOTES
(10 votes per share) (1 vote per share)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DIVIDEND REINVESTMENT
VOTING SHARES
- -------------------------------------------------------------------------------------------------------
ALL OTHER VOTING SHARES
- -------------------------------------------------------------------------------------------------------
GRAND TOTAL OF YOUR VOTES
----------------------------------------------------------------------
</TABLE>
______________, 1999 _______________________________________________________
DATE NAME (PLEASE PRINT)
________________________________________________________
SIGNATURE
________________________________________________________
ADDITIONAL SIGNATURE (IF JOINTLY HELD)
Please sign exactly as name appears on the
certificate or certificates representing shares
to be voted by this proxy. When signing as
executor, administrator, attorney, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name
by president or other authorized officer. If a
partnership, please sign in partnership name by
authorized persons.
<PAGE>
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - ESOP SHARES
The undersigned, acting as a "named fiduciary" of the Century Telephone
Enterprises, Inc. Employee Stock Ownership Plan and Trust, as amended (the
"ESOP"), hereby instructs Regions Bank (the "Trustee"), as trustee of the ESOP,
to attend the annual meeting of shareholders of Century Telephone Enterprises,
Inc. (the "Company") to be held on May 6, 1999, and any and all adjournments
thereof (the "Meeting"), and to cast thereat in the manner designated below (i)
the number of votes allocable to the undersigned that are attributable to all
shares of the Company's common stock held by the Trustee and credited to the
ESOP account of the undersigned as of December 31, 1998, in accordance with the
provisions of the ESOP (the "Undersigned's Allocable Votes") and (ii) the
number of votes allocable to the undersigned (determined pursuant to a formula
specified in the ESOP) that are attributable to all shares of the Company's
common stock held by the Trustee as of December 31, 1998 that are unallocated
or as to which properly executed voting instructions are not timely received
prior to the commencement of the Meeting (referred to individually as the
"Undersigned's Proportionate Votes" and collectively with the Undersigned's
Allocable Votes as the "Undersigned's Votes").
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<S> <C> <C>
Undersigned's Allocable Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
Undersigned's Proportionate Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
<S> <C>
Undersigned's Allocable Votes: Virginia Boulet / Ernest Butler, Jr. /
James B. Gardner / R.L. Hargrove, Jr. / Johnny Hebert
Undersigned's Proportionate Votes: Virginia Boulet / Ernest Butler, Jr. /
James B. Gardner / R.L. Hargrove, Jr. / Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(Please See Reverse Side)
- ------------------------------------------------------------------------------
3. In its discretion to vote upon such other business as may properly come
before the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES AND THE PROPOSALS LISTED ABOVE. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or the
Undersigned's Proportionate Votes, these votes will be cast for the nominees
and the proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date: ____________________, 1999 __________________________________________________
Signature of Participant
Number of Allocated
Shares as of December
31, 1998:
</TABLE>
Please mark, sign, date and return these instructions promptly using
the enclosed envelope.
<PAGE>
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - STOCK BONUS PLAN SHARES
The undersigned, acting as a "named fiduciary" of the Century Telephone
Enterprises, Inc. Stock Bonus Plan, PAYSOP and Trust, as amended (the "Stock
Bonus Plan"), hereby instructs Regions Bank (the "Trustee"), as trustee of the
Stock Bonus Plan, to attend the annual meeting of shareholders of Century
Telephone Enterprises, Inc. (the "Company") to be held on May 6, 1999, and any
and all adjournments thereof (the "Meeting"), and to cast thereat in the manner
designated below (i) the number of votes allocable to the undersigned that are
attributable to all shares of the Company's common stock (except for PAYSOP
shares) held by the Trustee and credited to the Stock Bonus Plan account of the
undersigned as of December 31, 1998, in accordance with the provisions of the
Stock Bonus Plan (the "Undersigned's Allocable Votes") and (ii) the number of
votes allocable to the undersigned (determined pursuant to a formula specified
in the Stock Bonus Plan) that are attributable to all shares of the Company's
common stock (except for PAYSOP shares) held by the Trustee as of December 31,
1998 that are unallocated or as to which properly executed voting instructions
are not timely received prior to the commencement of the Meeting (referred to
individually as the "Undersigned's Proportionate Votes" and collectively with
the Undersigned's Allocable Votes as the "Undersigned's Votes").
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<S> <C> <C>
Undersigned's Allocable Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
Undersigned's Proportionate Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW:
<S> <C>
Undersigned's Allocable Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
Undersigned's Proportionate Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(Please See Reverse Side)
- ----------------------------------------------------------------------------
3. In its discretion to vote upon such other business as may properly come
before the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES AND THE PROPOSALS LISTED ABOVE. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or the
Undersigned's Proportionate Votes, these votes will be cast for the nominees
and the proposals.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date: ____________________, 1999 __________________________________________________
Signature of Participant
Number of Allocated
Shares as of December
31, 1998:
</TABLE>
Please mark, sign, date and return these instructions promptly using
the enclosed envelope.
<PAGE>
VOTING INSTRUCTIONS - PAYSOP SHARES
The undersigned hereby instructs Regions Bank (the "Trustee"), as
trustee of the Century Telephone Enterprises, Inc. Stock Bonus Plan, PAYSOP and
Trust, as amended (the "Stock Bonus Plan"), to attend the annual meeting of
shareholders of Century Telephone Enterprises, Inc. (the "Company") to be held
on May 6, 1999, and any and all adjournments thereof (the "Meeting"), and to
cast thereat in the manner designated below the number of votes allocable to
the undersigned that are attributable to all shares of the Company's common
stock held by the Trustee and credited to the PAYSOP account of the undersigned
as of December 31, 1998, in accordance with the provisions of the Stock Bonus
Plan (the "Undersigned's Votes").
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<S> <C> <C>
FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all nominees
marked to the contrary below) listed below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
<S> <C> <C> <C> <C>
Virginia Boulet Ernest Butler, Jr. James B. Gardner R.L. Hargrove, Jr. Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
__ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
__ FOR __ AGAINST __ ABSTAIN
3. In its discretion to vote upon such other business as may properly come
before the Meeting.
(Please See Reverse Side)
- ------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES AND THE PROPOSALS LISTED ON THE REVERSE SIDE HEREOF. Upon timely
receipt of these instructions, properly executed, the Undersigned's Votes will
be cast in the manner directed. If these instructions are properly executed
but no specific directions are given, the Undersigned's Votes will be cast for
the nominees and the proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date: ____________________, 1999 __________________________________________________
Signature of Participant
Number of Allocated
Shares as of December
31, 1998:
</TABLE>
Please mark, sign, date and return these instructions promptly using
the enclosed envelope.
<PAGE>
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - RETIREMENT SAVINGS PLAN SHARES
The undersigned, acting as a "named fiduciary" of the Century
Telephone Enterprises, Inc. Retirement Savings Plan for Bargaining Unit
Employees and Trust, as amended (the "Retirement Savings Plan"), hereby
instructs Merrill Lynch Trust Company FSB (the "Trustee"), as trustee of the
Retirement Savings Plan, to attend the annual meeting of shareholders of
Century Telephone Enterprises, Inc. (the "Company") to be held on May 6, 1999,
and any and all adjournments thereof (the "Meeting"), and to cast thereat in
the manner designated below (i) the number of votes allocable to the
undersigned that are attributable to all shares of the Company's common stock
held by the Trustee and credited to the Retirement Savings Plan account of the
undersigned as of March 8, 1999, in accordance with the provisions of the
Retirement Savings Plan (the "Undersigned's Allocable Votes") and (ii) the
number of votes allocable to the undersigned (determined pursuant to a formula
specified in the Retirement Savings Plan) that are attributable to all shares
of the Company's common stock held by the Trustee as of March 8, 1999, that are
unallocated or as to which properly executed voting instructions are not timely
received prior to the commencement of the Meeting (referred to individually as
the "Undersigned's Proportionate Votes" and collectively with the Undersigned's
Allocable Votes as the "Undersigned's Votes").
1. To elect five Class II Directors.
<TABLE>
<CAPTION>
<S> <C> <C>
Undersigned's Allocable Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
Undersigned's Proportionate Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW:
<S> <C>
Undersigned's Allocable Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
Undersigned's Proportionate Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(Please See Reverse Side)
- ------------------------------------------------------------------------------
3. In its discretion to vote upon such other business as may properly come
before the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES AND THE PROPOSALS LISTED ABOVE. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or the
Undersigned's Proportionate Votes, these votes will be cast for the nominees
and the proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date: ____________________, 1999 __________________________________________________
Signature of Participant
Name of Participant: Number of Allocated
Shares as of March 8,
-------------------------------------- 1999:
Mailing Address:
---------------------
Please mark, sign, date and return these instructions promptly using
the enclosed envelope.
<PAGE>
VOTING INSTRUCTIONS OF NAMED FIDUCIARY - DOLLARS & SENSE PLAN SHARES
The undersigned, acting as a "named fiduciary" of the Century
Telephone Enterprises, Inc. Dollars & Sense Plan and Trust, as amended (the
"Dollars & Sense Plan"), hereby instructs Merrill Lynch Trust Company FSB (the
"Trustee"), as trustee of the Dollars & Sense Plan, to attend the annual
meeting of shareholders of Century Telephone Enterprises, Inc. (the "Company")
to be held on May 6, 1999, and any and all adjournments thereof (the
"Meeting"), and to cast thereat in the manner designated below (i) the number
of votes allocable to the undersigned that are attributable to all shares of
the Company's common stock held by the Trustee and credited to the Dollars &
Sense Plan account of the undersigned as of March 8, 1999, in accordance with
the provisions of the Dollars & Sense Plan (the "Undersigned's Allocable
Votes") and (ii) the number of votes allocable to the undersigned (determined
pursuant to a formula specified in the Dollars & Sense Plan) that are
attributable to all shares of the Company's common stock held by the Trustee as
of March 8, 1999 that are unallocated or as to which properly executed voting
instructions are not timely received prior to the commencement of the Meeting
(referred to individually as the "Undersigned's Proportionate Votes" and
collectively with the Undersigned's Allocable Votes as the "Undersigned's
Votes").
</TABLE>
<TABLE>
<CAPTION>
1. To elect five Class II Directors.
<S> <C> <C>
Undersigned's Allocable Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
Undersigned's Proportionate Votes: FOR __ all nominees listed below (except as WITHHOLD AUTHORITY __ to vote for all
marked to the contrary below) nominees listed
below
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW:
<S> <C>
Undersigned's Allocable Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
Undersigned's Proportionate Votes: Virginia Boulet / Ernest Butler, Jr. / James B. Gardner /
R.L. Hargrove, Jr. / Johnny Hebert
</TABLE>
2. To amend the Company's Restated Articles of Incorporation to:
(A) increase the number of authorized shares of common stock from 175
million to 300 million
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(B) change the Company's name to CenturyTel, Inc.
Undersigned's Allocable Votes: __ FOR __ AGAINST __ ABSTAIN
Undersigned's Proportionate Votes: __ FOR __ AGAINST __ ABSTAIN
(Please See Reverse Side)
- ------------------------------------------------------------------------------
3. In its discretion to vote upon such other business as may properly come
before the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR THE
NOMINEES AND THE PROPOSALS LISTED ABOVE. Upon timely receipt of these
instructions, properly executed, the Undersigned's Votes will be cast in the
manner directed. If these instructions are properly executed but no specific
directions are given with respect to the Undersigned's Allocable Votes or the
Undersigned's Proportionate Votes, these votes will be cast for the nominees
and the proposals.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date: ____________________, 1999 __________________________________________________
Signature of Participant
Name of Participant: Number of Allocated
Shares as of March 8,
----------------------------------- 1999:
Mailing Address:
---------------------
</TABLE>
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
