UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 1999
CENTURY TELEPHONE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 1-7784 72-0651161
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
100 Century Park Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (318) 388-9500
Item 5. Other Events.
On January 26, 1999, the Registrant entered into definitive asset purchase
agreements with Western Wireless Corporation (the "Buyer") to sell the
operations of two companies that own and operate non-wireline cellular systems
in the Brownsville-Harlingen Metropolitan Statistical Area ("MSA") and the
McAllen-Edinburg-Mission MSA. The Registrant expects to complete these
transactions in the second quarter of 1999, subject to the receipt of regulatory
approvals, the satisfactory completion of the Buyer's due diligence, and the
satisfaction of certain other closing conditions.
According to published sources, approximately 855,500 people reside in the
Brownsville and McAllen MSAs. The Registrant, which owns a majority interest in
both of the operating companies, controls approximately 625,000 pops (the
Registrant's proportionate interest in the population) in these markets.
In exchange for these properties, the Buyer will pay $95 million cash, subject
to various closing adjustments. The Registrant's proportionate interest in the
$95 million of cash proceeds is approximately $69 million (or approximately $39
million after-tax). Due to the Registrant's non-deductible cost basis in its
investment in these markets, the Registrant expects to incur a non-recurring
loss of approximately $12 million in the fiscal quarter during which sales are
completed.
For additional information, please see the Registrant's press release announcing
the transaction, which is filed as Exhibit 99.1 hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURY TELEPHONE ENTERPRISES, INC.
By: /s/ R. Stewart Ewing
-------------------------
R. Stewart Ewing
Senior Vice President and
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
January 26, 1999 Media - CenturyTel, Patricia Cameron
(318) 388-9674
[email protected]
Investors - CenturyTel, Jeffrey S. Glover
(318) 388-9648
[email protected]
Media - Western Wireless, Karen Kartes
(425) 653-4771
[email protected]
Investors - Western Wireless, Ken Prussing
(425) 586-8072
[email protected]
CenturyTel signs agreement to sell south Texas wireless
-------------------------------------------------------
operations to Western Wireless
------------------------------
Monroe, LA. . . CenturyTel (Century Telephone Enterprises, Inc., NYSE Symbol:
CTL) today announced it signed a definitive asset purchase agreement to sell
all of the operations of the Brownsville and McAllen, Texas, wireless markets
to Western Wireless Corporation (NASDAQ Symbol: WWCA) for $95 million cash.
CenturyTel is the majority owner and operator of both of these markets, which
consist of a total of 855,558 pops. Communities that are part of the sale
include Brownsville, McAllen, Harlingen, South Padre and surrounding areas.
The $95 million purchase price is subject to various closing adjustments. The
transaction is expected to close in the second quarter 1999, pending regulatory
approval and certain other closing conditions. CenturyTel's proportionate
interest in the transaction's after-tax proceeds is expected to be approximately
$39 million, and due to CenturyTel's non-deductible cost basis in these markets,
will result in a non-recurring loss of approximately $12 million.
"These properties are not near other CenturyTel operating areas and the
opportunities for expansion for CenturyTel in southern Texas are limited. This
transaction will help enable us to pursue acquisitions and expansion in areas
that promote our geographic clustering strategy," said Glen F. Post, III,
president and chief executive officer of CenturyTel. "Western Wireless has
considerable experience operating in Texas and shares our commitment of
providing high-quality, communications services."
"Western Wireless is thrilled to be able to add the McAllen and Brownsville
markets to our growing footprint in the Southwest. We already cover more square
miles than any other wireless carrier in Texas and look forward to serving the
citizens of the Rio Grande Valley with a full array of wireless communications
services," said Mikal Thomsen, chief operating officer of Western Wireless
Corporation.
CenturyTel (Century Telephone Enterprises, Inc.) provides integrated
communications services including local exchange, wireless, long distance,
Internet access and security services to more than two million customers in 21
states. The company, headquartered in Monroe, La., is publicly traded on the New
York Stock Exchange under the symbol CTL. CenturyTel is the ninth largest local
exchange telephone company, based on access lines, and the 10th largest cellular
company, based on population equivalents owned, in the United States.
Visit CenturyTel's corporate website at (www.centurytel.com)
Based in Bellevue, Washington, Western Wireless Corporation is a leading
provider of wireless communications services in the Western United States. It
currently offers cellular service marketing under the Cellular One name in 90
markets in 17 western states. Marketed under the VoiceStream Wireless name,
Western Wireless provides PCS service using GSM technology in seven U.S.
metropolitan markets. In addition, Western Wireless owns PCS licenses for 96
markets obtained through the Federal Communications Commission's D- and E-block
auctions. Through joint ventures, Western Wireless provides VoiceStream PCS
service in two additional markets, and owns licenses for another 20 markets. As
a result, Western Wireless' combined cellular and PCS licenses, along with its
joint ventures, cover 59 percent of the land in the continental United States.
