<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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ x ] 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)(1) 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>
[CENTURYTEL LOGO]
Century Telephone Enterprises, Inc.
- --------------------------------------------------------------------------------
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
<PAGE>
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 350 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
/S/ Harvey P. Perry
HARVEY P. PERRY, Secretary
Dated: March 16, 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 16, 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/Clarke 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
------------------------
PROXY STATEMENT
------------------------
March 16, 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 19, 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 92,560,114 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 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 holder thereof furnishes the Company with evidence to the
contrary. Applying the presumptions described in Article III, the Company's
records indicate that 165,777,251 votes are entitled to be cast at the Meeting,
of which 165,405,871 (99.8%) 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.
On or about March 31, 1999, the Company will effect a three-for-two stock
split through the payment of a 50% stock dividend to each holder of record of
Common Stock as of March 10, 1999. Because the number of votes that each
shareholder will be entitled to cast at the Meeting will be based on share
ownership as of March 8, 1999, the stock split will not affect your voting
power. ACCORDINGLY, UNLESS EXPRESSLY PROVIDED TO THE CONTRARY HEREIN, ALL
INFORMATION PRESENTED IN THIS PROXY STATEMENT RELATING TO SHARE OWNERSHIP,
VOTING POWER, SHARES SUBJECT TO OPTIONS AND OPTION EXERCISE PRICES HAS BEEN SET
FORTH WITHOUT GIVING EFFECT TO THE STOCK SPLIT.
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
-1-
<PAGE>
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. Unless otherwise indicated, 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.
-2-
<PAGE>
- --------------------------------------------------------------------------------
CLASS II DIRECTORS (FOR TERM EXPIRING IN 2002):
- --------------------------------------------------------------------------------
---------- VIRGINIA BOULET, age 45; a director since January 1995;
[ ] Partner, Phelps Dunbar, L.L.P., a law firm.
[ Photo ]
[ ] Committee Memberships: Audit; Shareholder Relations
[ ]
---------- Shares Beneficially Owned: 3,483/(1)/
- --------------------------------------------------------------------------------
---------- ERNEST BUTLER, JR., age 70; a director since 1971; President,
[ ] Chief Executive Officer and a director of I. E. Butler
[ Photo ] 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
- --------------------------------------------------------------------------------
---------- JAMES B. GARDNER, age 64; a director since 1981; Managing
[ ] Director of a division of Service Asset Management Company, a
[ Photo ] 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
- --------------------------------------------------------------------------------
---------- R. L. HARGROVE, JR., age 67; a director since 1985; retired
[ ] as Executive Vice President of the Company in 1987 after 12
[ Photo ] 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
- --------------------------------------------------------------------------------
-3-
<PAGE>
- --------------------------------------------------------------------------------
---------- JOHNNY HEBERT, age 70; a director since 1968; President of
[ ] Valley Electric, an electrical contractor.
[ Photo ]
[ ] Committee Memberships: Audit; Nominating (Chairman);
[ ] Insurance Evaluation
----------
Shares Beneficially Owned: 6,994/(2)/
- --------------------------------------------------------------------------------
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE PROPOSED NOMINEES.
- --------------------------------------------------------------------------------
CLASS III DIRECTORS (TERM EXPIRES IN 2000):
- --------------------------------------------------------------------------------
---------- CALVIN CZESCHIN, age 63; a director since 1975; President and
[ ] Chief Executive Officer of Yelcot Telephone Company, Czeschin
[ Photo ] Motors and ComputerMart, Inc.
[ ]
[ ] Committee Memberships: Executive; Audit (Chairman);
---------- Shareholder Relations
Shares Beneficially Owned: 235,746/(3)/
- --------------------------------------------------------------------------------
---------- F. EARL HOGAN, age 77; a director since 1968; managing
[ ] partner of EDJ Farms Partnership, a farming enterprise, for
[ Photo ] several years prior to his retirement in December 1997.
[ ]
[ ] Committee Memberships: Executive; Audit; Compensation
----------
Shares Beneficially Owned: 24,408
- --------------------------------------------------------------------------------
---------- HARVEY P. PERRY, age 54; a director since 1990; Senior Vice
[ ] President, General Counsel and Secretary of the Company. Mr.
[ Photo ] Perry is the son-in-law of Clarke M. Williams.
[ ]
[ ] Committee Membership: Executive
----------
Shares Beneficially Owned: 268,912/(4), (5)/
- --------------------------------------------------------------------------------
-4-
<PAGE>
- --------------------------------------------------------------------------------
---------- JIM D. REPPOND, age 57; a director since 1986; retired; Vice
[ ] President-Telephone Group of the Company from January 1995 to
[ Photo ] 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):
- --------------------------------------------------------------------------------
---------- WILLIAM R. BOLES, JR., age 42; a director since 1992; an
[ ] executive officer, director and practicing attorney with
[ Photo ] Boles, Boles & Ryan, a professional law corporation.
[ ]
[ ] Committee Memberships: Insurance Evaluation (Chairman);
---------- Shareholder Relations
Shares Beneficially Owned: 3,199
- --------------------------------------------------------------------------------
---------- W. BRUCE HANKS, age 44; a director since 1992; Executive Vice
[ ] President-Chief Operating Officer of the Company since
[ Photo ] 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 Membership: Insurance Evaluation
Shares Beneficially Owned: 228,418/(5)/
- --------------------------------------------------------------------------------
---------- C. G. MELVILLE, JR., age 58; a director since 1968; private
[ ] investor since 1992; retired executive officer of an
[ Photo ] equipment distributor.
[ ]
[ ] Committee Memberships: Audit; Insurance Evaluation;
---------- Nominating
Shares Beneficially Owned: 14,750
- --------------------------------------------------------------------------------
-5-
<PAGE>
- --------------------------------------------------------------------------------
---------- GLEN F. POST, III, age 46; a director since 1985; Vice
[ ] Chairman of the Board, President and Chief Executive Officer
[ Photo ] of the Company.
[ ]
[ ] Committee Membership: Executive
----------
Shares Beneficially Owned: 580,265/(5)/
- --------------------------------------------------------------------------------
---------- CLARKE M. WILLIAMS, age 77; a director since 1968; Chairman
[ ] of the Board of the Company. Mr. Williams, who is the father-
[ Photo ] in-law of Harvey P. Perry, founded the Company's telephone
[ ] business in 1946.
[ ]
---------- Committee Membership: Executive (Chairman)
Shares Beneficially Owned: 766,227/(5)/
- --------------------------------------------------------------------------------
(1) Includes 779 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) Constitutes .2% of the outstanding shares of Common Stock and entitles Mr.
Czeschin to cast 1% of the total voting power. Also, includes 7,998 shares
owned by Mr. Czeschin's wife, as to which he disclaims beneficial ownership.
(4) Includes 1,834 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 11,188 216,902 21,807
W. Bruce Hanks 11,415 173,322 30,970
Glen F. Post, III 28,487 469,962 45,986
Clarke M. Williams 31,048 691,500 10,227
</TABLE>
-6-
<PAGE>
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
-7-
<PAGE>
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.
In 1996, the Company entered into a ten-year consulting agreement with Jim
D. Reppond, under which Mr. Reppond provides consulting services to the Company,
including assisting the executive officers of the Company who are responsible
for duties previously performed by Mr. Reppond during his tenure as an executive
officer of the Company. During 1998, Mr. Reppond received fees of $14,420 under
this agreement.
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
(ITEM 2(A) ON PROXY OR VOTING INSTRUCTION CARD)
The Board 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 350 million.
The Company is currently authorized under the Articles to issue up to 175
million shares of Common Stock. In February 1999, the Board approved a 3-for-2
stock split to be effected as a 50% stock dividend payable on March 31, 1999 to
each holder of record of Common Stock as of March 10, 1999. After giving effect
to this stock split, as of March 10, 1999, approximately 155 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 350 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 Board has declared five stock splits, the most recent
of which were 3-for-2 stock splits payable March 31, 1998 and March 31, 1999.
Currently, the Company lacks enough authorized Common Stock to effect any
additional stock splits. Although the Company cannot guarantee that the Board
will declare additional stock splits in the future, 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
-8-
<PAGE>
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 has no present plans to issue additional shares of
capital stock except for shares of Common Stock that will be required to effect
the 3-for-2 stock split payable March 31, 1999 and 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.
-9-
<PAGE>
PROPOSAL TO CHANGE NAME
(ITEM 2(B) ON PROXY OR VOTING INSTRUCTION CARD)
The Board 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.
-10-
<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>
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)/
------------------------------------ ----------------- ------------------ ------------
<S> <C> <C> <C>
Principal Shareholder:
Regions Bank, as Trustee 6,265,732/(3)/ 6.8% 29.7%
(the "Trustee") of the Stock Bonus
Plan and ESOP (the "Benefit Plans")
P. O. Box 7232
Monroe, Louisiana 71211
Management:
Kenneth R. Cole 144,592/(4)/ * *
All directors and executive 2,712,913/(5)/ 2.9% 2.9%
officers as a group (17 persons)
</TABLE>
* 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 9,984 shares of Restricted Stock, 94,572 Option Shares that Mr.
Cole has the right to acquire within 60 days of the Record Date, 26,690
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, and 12,227
Plan Shares allocated to the account of his wife as of December 31, 1998
under the Benefit Plans and as of the Record Date under the 401(k) Plan, as
to which he disclaims beneficial ownership.
(5) Includes (i) 111,903 shares of Restricted Stock, (ii) 1,905,849 Option
Shares that such persons have the right to acquire within 60 days of the
Record Date, (iii) 185,642 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) 24,758 shares held of record by the
spouses of certain directors and executive officers, as to which beneficial
ownership is disclaimed, and (v) 2,613 shares held as custodian for the
benefit of the children of the directors and executive officers.
-11-
<PAGE>
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."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
-----------------------------------------
Long-
No. of Term
Annual Compensation Restricted Securities Incentive
Name and Current ----------------------- Stock Underlying Plan All Other
Principal Position Year Salary Bonus/(1) Awards/(2)/ Options Payouts/(3)/ Compensation/(4)/
- ----------------------------- ---- --------- ------------- ------------ ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 1998 $618,141 $ 438,756 $289,535 0 $ 0 $130,635
Chairman of the Board 1997 535,854 1,011,430 151,563 131,989 59,220 98,619
1996 494,003 108,187 72,137 0 0 83,387
Glen F. Post, III 1998 575,437 408,445 277,098 0 0 113,094
Vice Chairman of the 1997 479,397 904,865 140,776 131,989 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 303,524 155,756 88,238 0 0 41,799
Executive Vice 1997 261,207 475,084 46,040 39,744 32,552 49,361
President-Chief 1996 240,564 52,684 35,123 0 0 33,297
Operating Officer
Harvey P. Perry 1998 279,079 132,507 83,800 0 0 45,197
Senior Vice President, 1997 254,600 462,888 45,219 39,744 32,906 48,677
Secretary and General 1996 234,490 51,353 34,224 0 0 32,372
Counsel
Kenneth R. Cole 1998 275,091 170,639 83,050 0 0 39,917
Senior Vice President - 1997 254,587 454,177 44,164 39,744 27,018 31,525
Operations 1996 215,198 47,128 31,434 0 0 27,189
</TABLE>
- ------------------------
(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. Cole, $356,673. For additional
information on bonuses, see footnote (2) below.
-12-
<PAGE>
(2) The "Restricted Stock Awards" column reflects the value (determined as of
the award date) of:
. the portion of the officers' annual incentive bonuses awarded for
performance 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
early 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- Aggregate
Time-Vested Based Value at
Restricted Restricted December 31,
Name Shares Shares Total 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. Cole 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>
Stock Bonus
Medical Life Plan
401(k) Plan Plan Insurance and ESOP
Name Year Contributions Premiums Premiums Contributions
--------------- ---- ------------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Mr. Williams 1998 $ 0 $1,476 $48,761 $80,398
1997 0 1,454 39,439 57,726
1996 0 1,344 38,887 43,156
Mr. Post 1998 35,160 1,476 1,614 74,844
1997 26,953 1,454 1,222 51,644
1996 15,895 1,344 958 38,017
Mr. Hanks 1998 6,122 1,476 756 33,445
1997 21,606 1,454 546 25,755
1996 10,439 1,344 498 21,016
Mr. Perry 1998 12,315 1,476 1,350 30,056
1997 21,062 1,454 1,069 25,092
1996 9,579 1,344 964 20,485
Mr. Cole 1998 5,167 1,476 1,047 32,227
1997 5,015 1,454 845 24,211
1996 6,346 1,344 699 18,800
</TABLE>
-13-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
No. of Number of Securities Value of Unexercised
Shares Underlying Unexercised in-the-Money Options at
Acquired Options at December 31, 1998 December 31, 1998
on Value -------------------------------- -----------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- --------- ---------- -------------- ----------------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Clarke M. Williams 0 $ 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 1,256,141 209,615 13,248 10,110,697 625,968
Harvey P. Perry 10,000 332,706 232,154 13,248 11,306,391 625,968
Kenneth R. Cole 55,899 1,900,975 81,324 13,248 3,619,859 625,968
</TABLE>
------------------------
LONG-TERM INCENTIVE AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Performance or
Number of Other Period Until
Performance-Based Number of Maturation or
Name Restricted Shares/(1)/ Performance Shares/(1)/ Payout
- --------------------- ---------------------- ----------------------- ------------------
<S> <C> <C> <C>
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
Kenneth R. Cole 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.
-14-
<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
-15-
<PAGE>
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 such 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 substantially exceeding its 1998 target for
return on equity and meeting its 1998 target for revenue growth, each of the
Chairman and the Chief Executive Officer
-16-
<PAGE>
received a bonus equal to 100.1% 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 65.7% and 80.2% 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 have been granted to
executive officers since 1997.
-17-
<PAGE>
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 100.1% of his
base salary consisting of $408,445 and 2,681 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 certain officers who have completed at least five years of
service are 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
-18-
<PAGE>
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
400,000 90,000 120,000 150,000 180,000
500,000 112,500 150,000 187,500 225,000
600,000 135,000 180,000 225,000 270,000
700,000 157,500 210,000 262,500 315,000
800,000 180,000 242,000 300,000 360,000
900,000 202,500 270,000 337,500 405,000
1,000,000 225,000 300,000 375,000 450,000
1,100,000 247,500 330,000 412,500 495,000
1,200,000 270,000 360,000 450,000 540,000
</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.
Under the Supplemental 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, 14 years for Mr. Perry and 24 years for Mr.
Cole. The compensation upon which benefits are based under such plan 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).
Compensation covered under the Supplemental Pension Plan at December 31, 1998
was $927,487 for Mr. Williams, $841,971 for Mr. Post, $410,984 for Mr. Hanks,
$386,756 for Mr. Perry and $384,953 for Mr. Cole.
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
-19-
<PAGE>
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 are less than those benefits he would receive under the
normal benefit formula of the Supplemental Pension Plan.
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 (collectively,
the "Broad-Based Pension Plan") 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
400,000 60,000 80,000 100,000 120,000
500,000 75,000 100,000 125,000 150,000
600,000 90,000 120,000 150,000 180,000
700,000 105,000 140,000 175,000 210,000
800,000 120,000 160,000 200,000 240,000
900,000 135,000 180,000 225,000 270,000
1,000,000 150,000 200,000 250,000 300,000
1,100,000 165,000 220,000 275,000 330,000
</TABLE>
The above table reflects the total annual benefits payable under the Broad-
Based 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 a participant's
total monthly payment is equal to his number of years of service (up to a
maximum
-20-
<PAGE>
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.
Under the Broad-Based Pension Plan, each executive officer began to receive
credit for years of service on January 1, 1999. The compensation upon which
benefits are based under such plan 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,
-21-
<PAGE>
(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.
-22-
<PAGE>
[GRAPH OMITTED]
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------
1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
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 $ 93.08 $134.59 $141.38 $216.63 $344.08
</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
-23-
<PAGE>
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 wireless 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 $86,000 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 $75,000, 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.
-24-
<PAGE>
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.
-25-
<PAGE>
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 20, 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 16, 1999
-26-
<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").
1. To elect five Class II Directors.
<TABLE>
<CAPTION>
<S> <C>
FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW:
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 350 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)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
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.
=======================================================================================
</TABLE>
- --------------------------------------------------------------------------------
1
<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").
1. To elect five Class II Directors.
<TABLE>
<CAPTION>
<S> <C>
FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW:
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 350 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.
</TABLE>
(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>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------
LONG-TERM SHARES SHORT-TERM SHARES TOTAL VOTES
(10 votes per share) (1 vote per share)
- ---------------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
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.
============================================================================
</TABLE>
- --------------------------------------------------------------------------------
2
<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").
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
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW:
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <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 350 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)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
Date: ____________________, 1999 _____________________________________________
Signature of Participant
Number of
Allocated Shares
as of December 31,
1998:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
- --------------------------------------------------------------------------------
3
<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").
1. To elect five Class II Directors.
<TABLE>
<CAPTION>
Undersigned's Allocable Votes: FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
Undersigned's Proportionate Votes: FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
<S> <C>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
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 350 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
</TABLE>
(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.
Date: ____________________, 1999 _____________________________________________
Signature of Participant
Number of
Allocated Shares
as of December 31,
1998:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
- --------------------------------------------------------------------------------
4
<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").
1. To elect five Class II Directors.
<TABLE>
<CAPTION>
<S> <C>
FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST BELOW:
</TABLE>
<TABLE>
<CAPTION>
<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 350 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.
Date: ____________________, 1999 _____________________________________________
Signature of Participant
Number of
Allocated Shares
as of December 31,
1998:
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
- --------------------------------------------------------------------------------
5
<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 nominees
marked to the contrary below) listed below
Undersigned's Proportionate Votes: FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
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 350 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.
Date: ____________________, 1999 ____________________________________________
Signature of Participant
-------------------------------------------- ----------------------
Name of Participant: Number of
Allocated Shares
........................................... as of March 8,
Mailing Address: 1999:
................
-------------------------------------------- ----------------------
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
- --------------------------------------------------------------------------------
6
<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").
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 nominees
marked to the contrary below) listed below
Undersigned's Proportionate Votes: FOR [_] all nominees listed below (except as WITHHOLD AUTHORITY [_] to vote for all nominees
marked to the contrary below) listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
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 350 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.
Date: ____________________, 1999 ____________________________________________
Signature of Participant
-------------------------------------------- ----------------------
Name of Participant: Number of
Allocated Shares
........................................... as of March 8,
Mailing Address: 1999:
................
-------------------------------------------- ----------------------
Please mark, sign, date and return these instructions promptly using the
enclosed envelope.
- --------------------------------------------------------------------------------
7
